＜＜＜発行人も受験生の一人。ともに頑張りましょう＞＞＞
ＵＳＣＰＡを目指して一人勉強している社会人の方、、、或いはこれから目指そうかなと思っているかた、一日一題、一緒に考えてみませんか？（このメルマガはＲＥＧです。ＦＡＲは、まぐまぐID207968です。）
実は今回も全範囲終わりませんでしたが、明日から試験旅行に行ってきます。帰国後はしばらくＦＡＲ（まぐまぐＩＤ207968）に力をいれる予定です。これで受かるとは思えませんので、今後とも宜しくお願いいたします。
■本日の問題■
★Question ID: 6862, Bisk: 40-3-1
Under the Securities Exchange Act of 1934, which of the following conditions generally will allow an issuer of securities to terminate the registration of a class of securities and suspend the duty to file periodic reports?
The corporation has fewer than 300 shareholders / The securities are listed on a national securities exchange
A Yes / Yes
B Yes / No
C No / Yes
D No / No
★Question ID: 4000, Bisk: 40-3-1
Under the Securities Exchange Act of 1934, a corporation with common stock listed on a national stock exchange
A Is prohibited from making private placement offerings.
B Is subject to having the registration of its securities suspended or revoked.
C Must submit Form 10-K to the SEC except in those years in which the corporation has made a public offering.
D Must distribute copies of Form 10-K to its stockholders.
★Question ID: 4793, Bisk: 40-3-1
Under the Securities Exchange Act of 1934, which of the following types of instruments is excluded from the definition of "securities"?
A Investment contracts.
B Convertible debentures.
C Nonconvertible debentures.
D Certificates of deposit.
★Question ID: 4338, Bisk: 40-3-2
Adler Inc. is a reporting company under the Securities Exchange Act of 1934. The only security it has issued is voting common stock. Which of the following statements is correct?
A Because Adler is a reporting company, it is not required to file a registration statement under the Securities Act of 1933 for any future offerings of its common stock.
B Adler need not file its proxy statements with the SEC because it has only one class of stock outstanding.
C Any person who owns more than 10% of Adler's common stock must file a report with the SEC.
D It is unnecessary for the required annual report (Form 10K) to include audited financial statements.
★Question ID: 764, Bisk: 40-3-2
Which of the following statements is correct concerning corporations subject to the reporting requirements of the Securities Exchange Act of 1934?
A The annual report (form 10-K) need not include audited financial statements.
B The annual report (form l0-K) must be filed with the SEC within 20 days of the end of the corporation's fiscal year.
C A quarterly report (form 10-Q) need only be filed with the SEC by those corporations that are also subject to the registration requirements of the Securities Act of 1933.
D A monthly report (form 8-K) must be filed with the SEC after the end of any month in which a materially important event occurs.
★Question ID: 772, Bisk: 40-3-2
The reporting requirements of the Securities Exchange Act of 1934 and its rules
A Apply only to issuers, underwriters, and dealers.
B Apply to a corporation that registered under the Securities Act of 1933 but that did not register under the Securities Exchange Act of 1934.
C Require all corporations engaged in interstate commerce to file an annual report.
D Require all corporations engaged in interstate commerce to file quarterly audited financial statements.
★Question ID: 2854, Bisk: 40-3-2
Integral Corp. has assets in excess of $4 million, has 350 stockholders, and has issued common and preferred stock. Integral is subject to the reporting provisions of the Securities Exchange Act of 1934. For its 20X1 fiscal year, Integral filed the following with the SEC: quarterly reports, an annual report, and a periodic report listing newly appointed officers of the corporation. Integral did not notify the SEC of stockholder "short swing" profits; did not report that a competitor made a tender offer to Integral's stockholders; and did not report changes in the price of its stock as sold on the New York Stock Exchange. Under SEC reporting requirements, which of the following was Integral required to do?
A Report the tender offer to the SEC.
B Notify the SEC of stockholder "short swing" profits.
C File the periodic report listing newly appointed officers.
D Report the changes in the market price of its stock.
★Question ID: 777, Bisk: 40-3-3
On May 7, 20X4, Kemp, a director of Ladel Corp., purchased 100 shares of Ladel's common stock. Shortly thereafter, Kemp sold the stock at a profit. In order to hold Kemp liable under the short-swing profits provisions of the Securities Exchange Act of 1934, it must be shown that
A Kemp used or had access to inside information.
B Kemp sold the stock within a period of less than six months.
C Kemp was also a director at the time the stock was sold.
D Kemp's purchase and subsequent sale of the stock involved interstate commerce.
★Question ID: 740, Bisk: 40-3-3
The antifraud provisions of Rule 10b-5 of the Securities Exchange Act of 1934
A Apply only if the securities involved were registered under either the Securities Act of 1933 or the Securities Exchange Act of 1934.
B Require that the plaintiff show negligence on the part of the defendant in misstating facts.
C Require that the wrongful act must be accomplished through the mail, any other use of interstate commerce, or through a national securities exchange.
D Apply only if the defendant acted with intent to defraud.
★Question ID: 4339, Bisk: 40-3-3
Which of the following persons is not an insider of a corporation subject to the Securities Exchange Act of 1934 registration and reporting requirements?
A An attorney for the corporation.
B An owner of 5% of the corporation's outstanding debentures.
C A member of the board of directors.
A A stockholder who owns 10% of the outstanding common stock.
★Question ID: 7119, Bisk: 40-3-3
An original issue of transaction exempt securities was sold to the public based on a prospectus containing intentional omissions of material facts. Under which of the following federal securities laws would the issuer be liable to a purchaser of the securities?
I The anti-fraud provisions of the Securities Act of 1933.
II The anti-fraud provisions of the Securities Exchange Act of 1934.
A I only
B II only
C Both I and II
D Neither I nor II
■前回の答え■
★Question ID: 5221, Bisk: 40-2-4
Under the Securities Act of 1933, which of the following statements concerning an offering of securities sold under a transaction exemption is correct?
A The offering is exempt from the anti-fraud provisions of the 1933 Act.
B The offering is subject to the registration requirements of the 1933 Act.
C Resales of the offering are exempt from the provisions of the 1933 Act.
D Resales of the offering must be made under a registration or an exemption provision of the 1933 Act.
Resalesしたい時は、registrationするか、1933年法のprovisionのexemptionで・・という問題です。答えはDです。
★ Question ID: 754, Bisk: 40-2-4
Rule 504 of Regulation D of the Securities Act of 1933 provides issuers with an exemption from registration for certain small issues. Which of the following statements is correct?
A The rule allows sales to an unlimited number of investors.
B The rule requires certain financial information to be furnished to the investors.
C The issuer must offer the securities through general public advertising.
D The issuer is not required to file anything with the SEC.
５０４は人数を制限していません。答えはAです。
★Question ID: 7117, Bisk: 40-2-4
Tork purchased restricted securities that were issued pursuant to Regulation D of the Securities Act of 1933. Which of the following statements is correct regarding Tork's ability to resell the securities?
A Tork may resell the securities so long as the sale does involve interstate commerce.
B Tork may resell the securities as part of another transaction exempt from registration.
C Tork may not resell the securities if the certificates contain a legend indicating that they are unregistered securities.
D Tork may not resell the securities unless Tork obtains a written SEC exemption.
Regulation Dで売り出したsecuritiesは、registereするか、なんらかのexemptionがない限り、resaleできないです。答えはBです。
★Question ID: 5226, Bisk: 40-2-4
２つ選ぶ
For an offering to be exempt under Regulation D of the Securities Act of 1933, Rules 505 and 506 each requires two of the following:
A The SEC be notified within 10 days of the first sale.
B The offering be made without general advertising.
C All accredited investors receive the issuer's financial information.
D The offering is held for two years or more..
E There be a maximum of 35 investors.
答えはBとDがあっています。
★Question ID: 5220, Bisk: 40-2-5
Which of the following requirements must be met by an issuer of securities who wants to make an offering by using shelf registration?
Original registration statement must be kept updated / The offeror must be a
first-time issuer of securities
A Yes / Yes
B Yes / No
C No / Yes
D No / No
最初にファイルしたstatementはアップデートし続けなければなりません。答えはBです。
★Question ID: 2852, Bisk: 40-2-5
World Corp. wanted to make a public offering of its common stock. On May 10, World prepared and filed a registration statement with the SEC. On May 20, World placed a "tombstone ad" announcing that it was making a public offering. On May 25, World issued a preliminary prospectus and the registration statement became effective on May 30. On what date may World first make oral offers to sell the shares?
A May 10.
B May 20.
C May 25.
D May 30.
oral offersは、registrationをfileしたところからできますので、５月１０日、なので答えはAです
。
★Question ID: 758, Bisk: 40-2-5
Acme Corp. intends to make a public offering in several states of 250,000 shares of its common stock. Under the Securities Act of 1933,
A Acme must sell the common stock through licensed securities dealers.
B Acme must, in all events, file a registration statement with the SEC because the offering will be made in several states.
C Acme's use of any prospectus delivered to an unsophisticated investor must be accompanied by a simplified explanation of the offering.
D Acme may make an oral offer to sell the common stock to a prospective investor after a registration statement has been filed but before it becomes effective.
上の問題と同じです。答えはDです。
★Question ID: 4337, Bisk: 40-2-5
An offering made under the provisions of Regulation A of the Securities Act of 1933 requires that the issuer
A File an offering circular with the SEC.
B Sell only to accredited investors.
C Provide investors with the prior four years' audited financial statements.
D Provide investors with a proxy registration statement.
regulation Aでは、offering circularというのをSECにファイルしないといけません。答えはAです。
★Question ID: 4787, Bisk: 40-2-5
A preliminary prospectus, permitted under SEC Regulations, is known as the
A Unaudited prospectus.
B Qualified prospectus.
C "Blue-sky" prospectus.
D "Red-herring" prospectus.
preliminary proslectusときたら、red-herringです。答えはDです。
★Question ID: 4788, Bisk: 40-2-5
A tombstone advertisement
A May be substituted for the prospectus under certain circumstances.
B May contain an offer to sell securities.
C Notifies prospective investors that a previously-offered security has been withdrawn from the market and is therefore effectively "dead."
D Makes known the availability of a prospectus.
tombstoneは、prospectusが手に入るよ・・・という広告です。答えはDです。
★Question ID: 4334, Bisk: 40-2-7
One of the elements necessary to recover damages if there has been a material misstatement in a registration statement filed under the Securities Act of 1933 is that the
A Issuer and plaintiff were in privity of contract with each other.
B Issuer failed to exercise due care in connection with the sale of the securities.
C Plaintiff gave value for the security.
D Plaintiff suffered a loss.
Plaintiffはまずロスをこうむったことを証明する必要があります。
★Question ID: 763, Bisk: 40-2-7
A plaintiff wishes to recover damages from the issuer for losses resulting from material misstatements in a securities registration statement. In order to be successful, one of the elements the plaintiff must prove is that the
A Plaintiff was in privity of contract with the issuer or that the issuer knew of the plaintiff.
B Plaintiff acquired the securities.
C Issuer acted negligently.
D Issuer acted fraudulently.
答えはBです。
あたりまえのような気もしますが、このテの問題は、慣れておくとスラスラと答えられるオかも・・・。
★Question ID: 751, Bisk: 40-2-7
To be successful in a civil action under Section 11 of the Securities Act of 1933 concerning liability for a misleading registration statement, the plaintiff must prove
Defendant's intent to deceive / Plaintiff's reliance on the registration statement
A Yes / Yes
B Yes / No
C No / Yes
D No / No
D Under the 1933 Act, there is no requirement that a plaintiff must prove the defendant's intent to deceive or the plaintiff's reliance on the registration statement (the plaintiff may need to prove these items under the 1934 Act but not the 1933 Act).
registration statementの間違いなどから被害をこうむった投資家は、何を証明しなくてもいいか、、、という問題で、答えはどちらもNoです。
ですので答えはｄです。
コメント・感想お待ちしています。
ブログのページ、或いは、
tonporo2002@yahoo.co.jp へ。
登録・解除はこちら
http://www.mag2.com/m/0000218073.html
☆マイペースでいこう！！
ＵＳＣＰＡを目指して一人勉強している社会人の方、、、或いはこれから目指そうかなと思っているかた、一日一題、一緒に考えてみませんか？（このメルマガはＲＥＧです。ＦＡＲは、まぐまぐID207968です。）
実は今回も全範囲終わりませんでしたが、明日から試験旅行に行ってきます。帰国後はしばらくＦＡＲ（まぐまぐＩＤ207968）に力をいれる予定です。これで受かるとは思えませんので、今後とも宜しくお願いいたします。
■本日の問題■
★Question ID: 6862, Bisk: 40-3-1
Under the Securities Exchange Act of 1934, which of the following conditions generally will allow an issuer of securities to terminate the registration of a class of securities and suspend the duty to file periodic reports?
The corporation has fewer than 300 shareholders / The securities are listed on a national securities exchange
A Yes / Yes
B Yes / No
C No / Yes
D No / No
★Question ID: 4000, Bisk: 40-3-1
Under the Securities Exchange Act of 1934, a corporation with common stock listed on a national stock exchange
A Is prohibited from making private placement offerings.
B Is subject to having the registration of its securities suspended or revoked.
C Must submit Form 10-K to the SEC except in those years in which the corporation has made a public offering.
D Must distribute copies of Form 10-K to its stockholders.
★Question ID: 4793, Bisk: 40-3-1
Under the Securities Exchange Act of 1934, which of the following types of instruments is excluded from the definition of "securities"?
A Investment contracts.
B Convertible debentures.
C Nonconvertible debentures.
D Certificates of deposit.
★Question ID: 4338, Bisk: 40-3-2
Adler Inc. is a reporting company under the Securities Exchange Act of 1934. The only security it has issued is voting common stock. Which of the following statements is correct?
A Because Adler is a reporting company, it is not required to file a registration statement under the Securities Act of 1933 for any future offerings of its common stock.
B Adler need not file its proxy statements with the SEC because it has only one class of stock outstanding.
C Any person who owns more than 10% of Adler's common stock must file a report with the SEC.
D It is unnecessary for the required annual report (Form 10K) to include audited financial statements.
★Question ID: 764, Bisk: 40-3-2
Which of the following statements is correct concerning corporations subject to the reporting requirements of the Securities Exchange Act of 1934?
A The annual report (form 10-K) need not include audited financial statements.
B The annual report (form l0-K) must be filed with the SEC within 20 days of the end of the corporation's fiscal year.
C A quarterly report (form 10-Q) need only be filed with the SEC by those corporations that are also subject to the registration requirements of the Securities Act of 1933.
D A monthly report (form 8-K) must be filed with the SEC after the end of any month in which a materially important event occurs.
★Question ID: 772, Bisk: 40-3-2
The reporting requirements of the Securities Exchange Act of 1934 and its rules
A Apply only to issuers, underwriters, and dealers.
B Apply to a corporation that registered under the Securities Act of 1933 but that did not register under the Securities Exchange Act of 1934.
C Require all corporations engaged in interstate commerce to file an annual report.
D Require all corporations engaged in interstate commerce to file quarterly audited financial statements.
★Question ID: 2854, Bisk: 40-3-2
Integral Corp. has assets in excess of $4 million, has 350 stockholders, and has issued common and preferred stock. Integral is subject to the reporting provisions of the Securities Exchange Act of 1934. For its 20X1 fiscal year, Integral filed the following with the SEC: quarterly reports, an annual report, and a periodic report listing newly appointed officers of the corporation. Integral did not notify the SEC of stockholder "short swing" profits; did not report that a competitor made a tender offer to Integral's stockholders; and did not report changes in the price of its stock as sold on the New York Stock Exchange. Under SEC reporting requirements, which of the following was Integral required to do?
A Report the tender offer to the SEC.
B Notify the SEC of stockholder "short swing" profits.
C File the periodic report listing newly appointed officers.
D Report the changes in the market price of its stock.
★Question ID: 777, Bisk: 40-3-3
On May 7, 20X4, Kemp, a director of Ladel Corp., purchased 100 shares of Ladel's common stock. Shortly thereafter, Kemp sold the stock at a profit. In order to hold Kemp liable under the short-swing profits provisions of the Securities Exchange Act of 1934, it must be shown that
A Kemp used or had access to inside information.
B Kemp sold the stock within a period of less than six months.
C Kemp was also a director at the time the stock was sold.
D Kemp's purchase and subsequent sale of the stock involved interstate commerce.
★Question ID: 740, Bisk: 40-3-3
The antifraud provisions of Rule 10b-5 of the Securities Exchange Act of 1934
A Apply only if the securities involved were registered under either the Securities Act of 1933 or the Securities Exchange Act of 1934.
B Require that the plaintiff show negligence on the part of the defendant in misstating facts.
C Require that the wrongful act must be accomplished through the mail, any other use of interstate commerce, or through a national securities exchange.
D Apply only if the defendant acted with intent to defraud.
★Question ID: 4339, Bisk: 40-3-3
Which of the following persons is not an insider of a corporation subject to the Securities Exchange Act of 1934 registration and reporting requirements?
A An attorney for the corporation.
B An owner of 5% of the corporation's outstanding debentures.
C A member of the board of directors.
A A stockholder who owns 10% of the outstanding common stock.
★Question ID: 7119, Bisk: 40-3-3
An original issue of transaction exempt securities was sold to the public based on a prospectus containing intentional omissions of material facts. Under which of the following federal securities laws would the issuer be liable to a purchaser of the securities?
I The anti-fraud provisions of the Securities Act of 1933.
II The anti-fraud provisions of the Securities Exchange Act of 1934.
A I only
B II only
C Both I and II
D Neither I nor II
■前回の答え■
★Question ID: 5221, Bisk: 40-2-4
Under the Securities Act of 1933, which of the following statements concerning an offering of securities sold under a transaction exemption is correct?
A The offering is exempt from the anti-fraud provisions of the 1933 Act.
B The offering is subject to the registration requirements of the 1933 Act.
C Resales of the offering are exempt from the provisions of the 1933 Act.
D Resales of the offering must be made under a registration or an exemption provision of the 1933 Act.
Resalesしたい時は、registrationするか、1933年法のprovisionのexemptionで・・という問題です。答えはDです。
★ Question ID: 754, Bisk: 40-2-4
Rule 504 of Regulation D of the Securities Act of 1933 provides issuers with an exemption from registration for certain small issues. Which of the following statements is correct?
A The rule allows sales to an unlimited number of investors.
B The rule requires certain financial information to be furnished to the investors.
C The issuer must offer the securities through general public advertising.
D The issuer is not required to file anything with the SEC.
５０４は人数を制限していません。答えはAです。
★Question ID: 7117, Bisk: 40-2-4
Tork purchased restricted securities that were issued pursuant to Regulation D of the Securities Act of 1933. Which of the following statements is correct regarding Tork's ability to resell the securities?
A Tork may resell the securities so long as the sale does involve interstate commerce.
B Tork may resell the securities as part of another transaction exempt from registration.
C Tork may not resell the securities if the certificates contain a legend indicating that they are unregistered securities.
D Tork may not resell the securities unless Tork obtains a written SEC exemption.
Regulation Dで売り出したsecuritiesは、registereするか、なんらかのexemptionがない限り、resaleできないです。答えはBです。
★Question ID: 5226, Bisk: 40-2-4
２つ選ぶ
For an offering to be exempt under Regulation D of the Securities Act of 1933, Rules 505 and 506 each requires two of the following:
A The SEC be notified within 10 days of the first sale.
B The offering be made without general advertising.
C All accredited investors receive the issuer's financial information.
D The offering is held for two years or more..
E There be a maximum of 35 investors.
答えはBとDがあっています。
★Question ID: 5220, Bisk: 40-2-5
Which of the following requirements must be met by an issuer of securities who wants to make an offering by using shelf registration?
Original registration statement must be kept updated / The offeror must be a
first-time issuer of securities
A Yes / Yes
B Yes / No
C No / Yes
D No / No
最初にファイルしたstatementはアップデートし続けなければなりません。答えはBです。
★Question ID: 2852, Bisk: 40-2-5
World Corp. wanted to make a public offering of its common stock. On May 10, World prepared and filed a registration statement with the SEC. On May 20, World placed a "tombstone ad" announcing that it was making a public offering. On May 25, World issued a preliminary prospectus and the registration statement became effective on May 30. On what date may World first make oral offers to sell the shares?
A May 10.
B May 20.
C May 25.
D May 30.
oral offersは、registrationをfileしたところからできますので、５月１０日、なので答えはAです
。
★Question ID: 758, Bisk: 40-2-5
Acme Corp. intends to make a public offering in several states of 250,000 shares of its common stock. Under the Securities Act of 1933,
A Acme must sell the common stock through licensed securities dealers.
B Acme must, in all events, file a registration statement with the SEC because the offering will be made in several states.
C Acme's use of any prospectus delivered to an unsophisticated investor must be accompanied by a simplified explanation of the offering.
D Acme may make an oral offer to sell the common stock to a prospective investor after a registration statement has been filed but before it becomes effective.
上の問題と同じです。答えはDです。
★Question ID: 4337, Bisk: 40-2-5
An offering made under the provisions of Regulation A of the Securities Act of 1933 requires that the issuer
A File an offering circular with the SEC.
B Sell only to accredited investors.
C Provide investors with the prior four years' audited financial statements.
D Provide investors with a proxy registration statement.
regulation Aでは、offering circularというのをSECにファイルしないといけません。答えはAです。
★Question ID: 4787, Bisk: 40-2-5
A preliminary prospectus, permitted under SEC Regulations, is known as the
A Unaudited prospectus.
B Qualified prospectus.
C "Blue-sky" prospectus.
D "Red-herring" prospectus.
preliminary proslectusときたら、red-herringです。答えはDです。
★Question ID: 4788, Bisk: 40-2-5
A tombstone advertisement
A May be substituted for the prospectus under certain circumstances.
B May contain an offer to sell securities.
C Notifies prospective investors that a previously-offered security has been withdrawn from the market and is therefore effectively "dead."
D Makes known the availability of a prospectus.
tombstoneは、prospectusが手に入るよ・・・という広告です。答えはDです。
★Question ID: 4334, Bisk: 40-2-7
One of the elements necessary to recover damages if there has been a material misstatement in a registration statement filed under the Securities Act of 1933 is that the
A Issuer and plaintiff were in privity of contract with each other.
B Issuer failed to exercise due care in connection with the sale of the securities.
C Plaintiff gave value for the security.
D Plaintiff suffered a loss.
Plaintiffはまずロスをこうむったことを証明する必要があります。
★Question ID: 763, Bisk: 40-2-7
A plaintiff wishes to recover damages from the issuer for losses resulting from material misstatements in a securities registration statement. In order to be successful, one of the elements the plaintiff must prove is that the
A Plaintiff was in privity of contract with the issuer or that the issuer knew of the plaintiff.
B Plaintiff acquired the securities.
C Issuer acted negligently.
D Issuer acted fraudulently.
答えはBです。
あたりまえのような気もしますが、このテの問題は、慣れておくとスラスラと答えられるオかも・・・。
★Question ID: 751, Bisk: 40-2-7
To be successful in a civil action under Section 11 of the Securities Act of 1933 concerning liability for a misleading registration statement, the plaintiff must prove
Defendant's intent to deceive / Plaintiff's reliance on the registration statement
A Yes / Yes
B Yes / No
C No / Yes
D No / No
D Under the 1933 Act, there is no requirement that a plaintiff must prove the defendant's intent to deceive or the plaintiff's reliance on the registration statement (the plaintiff may need to prove these items under the 1934 Act but not the 1933 Act).
registration statementの間違いなどから被害をこうむった投資家は、何を証明しなくてもいいか、、、という問題で、答えはどちらもNoです。
ですので答えはｄです。
コメント・感想お待ちしています。
ブログのページ、或いは、
tonporo2002@yahoo.co.jp へ。
登録・解除はこちら
http://www.mag2.com/m/0000218073.html
☆マイペースでいこう！！
＜＜＜発行人も受験生の一人。ともに頑張りましょう＞＞＞
ＵＳＣＰＡを目指して一人勉強している社会人の方、、、或いはこれから目指そうかなと思っているかた、一日一題、一緒に考えてみませんか？（このメルマガはＲＥＧです。ＦＡＲは、まぐまぐID207968です。）
■本日の問題■
★Question ID: 5221, Bisk: 40-2-4
Under the Securities Act of 1933, which of the following statements concerning an offering of securities sold under a transaction exemption is correct?
A The offering is exempt from the anti-fraud provisions of the 1933 Act.
B The offering is subject to the registration requirements of the 1933 Act.
C Resales of the offering are exempt from the provisions of the 1933 Act.
D Resales of the offering must be made under a registration or an exemption provision of the 1933 Act.
★ Question ID: 754, Bisk: 40-2-4
Rule 504 of Regulation D of the Securities Act of 1933 provides issuers with an exemption from registration for certain small issues. Which of the following statements is correct?
A The rule allows sales to an unlimited number of investors.
B The rule requires certain financial information to be furnished to the investors.
C The issuer must offer the securities through general public advertising.
D The issuer is not required to file anything with the SEC.
★Question ID: 7117, Bisk: 40-2-4
Tork purchased restricted securities that were issued pursuant to Regulation D of the Securities Act of 1933. Which of the following statements is correct regarding Tork痴 ability to resell the securities?
A Tork may resell the securities so long as the sale does involve interstate commerce.
B Tork may resell the securities as part of another transaction exempt from registration.
C Tork may not resell the securities if the certificates contain a legend indicating that they are unregistered securities.
D Tork may not resell the securities unless Tork obtains a written SEC exemption.
★Question ID: 5226, Bisk: 40-2-4
２つ選ぶ
For an offering to be exempt under Regulation D of the Securities Act of 1933, Rules 505 and 506 each requires two of the following:
A The SEC be notified within 10 days of the first sale.
B The offering be made without general advertising.
C All accredited investors receive the issuer's financial information.
D The offering is held for two years or more..
E There be a maximum of 35 investors.
★Question ID: 5220, Bisk: 40-2-5
Which of the following requirements must be met by an issuer of securities who wants to make an offering by using shelf registration?
Original registration statement must be kept updated / The offeror must be a
first-time issuer of securities
A Yes / Yes
B Yes / No
C No / Yes
D No / No
★Question ID: 2852, Bisk: 40-2-5
World Corp. wanted to make a public offering of its common stock. On May 10, World prepared and filed a registration statement with the SEC. On May 20, World placed a "tombstone ad" announcing that it was making a public offering. On May 25, World issued a preliminary prospectus and the registration statement became effective on May 30. On what date may World first make oral offers to sell the shares?
A May 10.
B May 20.
C May 25.
D May 30.
★Question ID: 758, Bisk: 40-2-5
Acme Corp. intends to make a public offering in several states of 250,000 shares of its common stock. Under the Securities Act of 1933,
A Acme must sell the common stock through licensed securities dealers.
B Acme must, in all events, file a registration statement with the SEC because the offering will be made in several states.
C Acme's use of any prospectus delivered to an unsophisticated investor must be accompanied by a simplified explanation of the offering.
D Acme may make an oral offer to sell the common stock to a prospective investor after a registration statement has been filed but before it becomes effective.
★Question ID: 4337, Bisk: 40-2-5
An offering made under the provisions of Regulation A of the Securities Act of 1933 requires that the issuer
A File an offering circular with the SEC.
B Sell only to accredited investors.
C Provide investors with the prior four years' audited financial statements.
D Provide investors with a proxy registration statement.
★Question ID: 4787, Bisk: 40-2-5
A preliminary prospectus, permitted under SEC Regulations, is known as the
A Unaudited prospectus.
B Qualified prospectus.
C "Blue-sky" prospectus.
D "Red-herring" prospectus.
★Question ID: 4788, Bisk: 40-2-5
A tombstone advertisement
A May be substituted for the prospectus under certain circumstances.
B May contain an offer to sell securities.
C Notifies prospective investors that a previously-offered security has been withdrawn from the market and is therefore effectively "dead."
D Makes known the availability of a prospectus.
★Question ID: 4334, Bisk: 40-2-7
One of the elements necessary to recover damages if there has been a material misstatement in a registration statement filed under the Securities Act of 1933 is that the
A Issuer and plaintiff were in privity of contract with each other.
B Issuer failed to exercise due care in connection with the sale of the securities.
C Plaintiff gave value for the security.
D Plaintiff suffered a loss.
★Question ID: 763, Bisk: 40-2-7
A plaintiff wishes to recover damages from the issuer for losses resulting from material misstatements in a securities registration statement. In order to be successful, one of the elements the plaintiff must prove is that the
A Plaintiff was in privity of contract with the issuer or that the issuer knew of the plaintiff.
B Plaintiff acquired the securities.
C Issuer acted negligently.
D Issuer acted fraudulently.
★Question ID: 751, Bisk: 40-2-7
To be successful in a civil action under Section 11 of the Securities Act of 1933 concerning liability for a misleading registration statement, the plaintiff must prove
Defendant's intent to deceive / Plaintiff's reliance on the registration statement
A Yes / Yes
B Yes / No
C No / Yes
D No / No
■前回の答え■
★Question ID: 4002, Bisk: 40-2-3
Which of the following securities is exempt from registration under the Securities Act of 1933?
A Shares of nonvoting common stock, provided their par value is less than $1.00.
B A class of stock given in exchange for another class by the issuer to its existing stockholders without the issuer paying a commission.
C Limited partnership interests sold for the purpose of acquiring funds to invest in bonds issued by the United States.
D Corporate debentures that were previously subject to an effective registration statement, provided they are convertible into shares of common stock.
既存株主に対し他のクラスの株をお金を取らずに配布するために新規発行する場合は、registrationいりません。答えはBです。
★Question ID: 4792, Bisk: 40-2-3
Which of the following transactions will be exempt from the full registration requirements of the Securities Act of 1933?
A All intrastate offerings.
B All offerings made under Regulation A.
C Any resale of a security purchased under a Regulation D offering.
D Any stockbroker transaction.
Regulation Aでは、full registrationは免除されるので答えはBです。
★ Question ID: 4794, Bisk: 40-2-3
If securities are exempt from the registration provisions of the Securities Act of 1933, any fraud committed in the course of selling such securities can be challenged by
SEC / Person defrauded
A Yes / Yes
B Yes / No
C No / Yes
D No / No
fraudがあれば、どちらもchallenge（訴える）ことができます。答えはAです。
★ Question ID: 4795, Bisk: 40-2-4
Under Regulation D of the Securities Act of 1933, which of the following conditions apply to private placement offerings? The securities
A Cannot be sold for longer than a six month period.
B Cannot be the subject of an immediate unregistered reoffering to the public, under Rules 505 and 506.
C Must be sold to accredited institutional investors.
D Must be sold to fewer than 20 nonaccredited investors.
ルール505と506はパブリックに売り出せないので、答えはBです。
★ Question ID: 4335, Bisk: 40-2-4
Lux Limited Partnership intends to offer $600,000 of its limited partnership interests under Rule 504 of Regulation D of the Securities Act of 1933. Which of the following statements is correct?
A The resale of the limited partnership interests by a purchaser may be restricted.
B The limited partnership interests may be sold only to accredited investors.
C The exemption under Rule 504 is not available to an issuer of limited partnership interests.
D The limited partnership interests may not be sold to more than 35 investors.
ルール504では、購入者の再販は制限されます。答えはAです。
★ Question ID: 4340, Bisk: 40-2-4
Pix Corp. is making a $6,000,000 stock offering. Pix wants the offering exempt from registration under the Securities Act of 1933. Which of the following provisions of the Act would Pix have to comply with for the offering to be exempt?
A Regulation A.
B Regulation D, Rule 504.
C Regulation D, Rule 505.
D Regulation D, Rule 506.
5ミリオンを超えているので、ルール506です。答えはDです。
★Question ID: 4341, Bisk: 40-2-4
Pix Corp. is making a $6,000,000 stock offering. Pix wants the offering exempt from registration under the Securities Act of 1933. Which of the following requirements would Pix have to comply with when selling the securities?
A No more than 35 investors.
B No more than 35 nonaccredited investors.
C Accredited investors only.
D Nonaccredited investors only.
ルール506なので、nonaccredited investorsは35人までです。答えはBです。
コメント・感想お待ちしています。
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tonporo2002@yahoo.co.jp へ。
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ＵＳＣＰＡを目指して一人勉強している社会人の方、、、或いはこれから目指そうかなと思っているかた、一日一題、一緒に考えてみませんか？（このメルマガはＲＥＧです。ＦＡＲは、まぐまぐID207968です。）
■本日の問題■
★Question ID: 5221, Bisk: 40-2-4
Under the Securities Act of 1933, which of the following statements concerning an offering of securities sold under a transaction exemption is correct?
A The offering is exempt from the anti-fraud provisions of the 1933 Act.
B The offering is subject to the registration requirements of the 1933 Act.
C Resales of the offering are exempt from the provisions of the 1933 Act.
D Resales of the offering must be made under a registration or an exemption provision of the 1933 Act.
★ Question ID: 754, Bisk: 40-2-4
Rule 504 of Regulation D of the Securities Act of 1933 provides issuers with an exemption from registration for certain small issues. Which of the following statements is correct?
A The rule allows sales to an unlimited number of investors.
B The rule requires certain financial information to be furnished to the investors.
C The issuer must offer the securities through general public advertising.
D The issuer is not required to file anything with the SEC.
★Question ID: 7117, Bisk: 40-2-4
Tork purchased restricted securities that were issued pursuant to Regulation D of the Securities Act of 1933. Which of the following statements is correct regarding Tork痴 ability to resell the securities?
A Tork may resell the securities so long as the sale does involve interstate commerce.
B Tork may resell the securities as part of another transaction exempt from registration.
C Tork may not resell the securities if the certificates contain a legend indicating that they are unregistered securities.
D Tork may not resell the securities unless Tork obtains a written SEC exemption.
★Question ID: 5226, Bisk: 40-2-4
２つ選ぶ
For an offering to be exempt under Regulation D of the Securities Act of 1933, Rules 505 and 506 each requires two of the following:
A The SEC be notified within 10 days of the first sale.
B The offering be made without general advertising.
C All accredited investors receive the issuer's financial information.
D The offering is held for two years or more..
E There be a maximum of 35 investors.
★Question ID: 5220, Bisk: 40-2-5
Which of the following requirements must be met by an issuer of securities who wants to make an offering by using shelf registration?
Original registration statement must be kept updated / The offeror must be a
first-time issuer of securities
A Yes / Yes
B Yes / No
C No / Yes
D No / No
★Question ID: 2852, Bisk: 40-2-5
World Corp. wanted to make a public offering of its common stock. On May 10, World prepared and filed a registration statement with the SEC. On May 20, World placed a "tombstone ad" announcing that it was making a public offering. On May 25, World issued a preliminary prospectus and the registration statement became effective on May 30. On what date may World first make oral offers to sell the shares?
A May 10.
B May 20.
C May 25.
D May 30.
★Question ID: 758, Bisk: 40-2-5
Acme Corp. intends to make a public offering in several states of 250,000 shares of its common stock. Under the Securities Act of 1933,
A Acme must sell the common stock through licensed securities dealers.
B Acme must, in all events, file a registration statement with the SEC because the offering will be made in several states.
C Acme's use of any prospectus delivered to an unsophisticated investor must be accompanied by a simplified explanation of the offering.
D Acme may make an oral offer to sell the common stock to a prospective investor after a registration statement has been filed but before it becomes effective.
★Question ID: 4337, Bisk: 40-2-5
An offering made under the provisions of Regulation A of the Securities Act of 1933 requires that the issuer
A File an offering circular with the SEC.
B Sell only to accredited investors.
C Provide investors with the prior four years' audited financial statements.
D Provide investors with a proxy registration statement.
★Question ID: 4787, Bisk: 40-2-5
A preliminary prospectus, permitted under SEC Regulations, is known as the
A Unaudited prospectus.
B Qualified prospectus.
C "Blue-sky" prospectus.
D "Red-herring" prospectus.
★Question ID: 4788, Bisk: 40-2-5
A tombstone advertisement
A May be substituted for the prospectus under certain circumstances.
B May contain an offer to sell securities.
C Notifies prospective investors that a previously-offered security has been withdrawn from the market and is therefore effectively "dead."
D Makes known the availability of a prospectus.
★Question ID: 4334, Bisk: 40-2-7
One of the elements necessary to recover damages if there has been a material misstatement in a registration statement filed under the Securities Act of 1933 is that the
A Issuer and plaintiff were in privity of contract with each other.
B Issuer failed to exercise due care in connection with the sale of the securities.
C Plaintiff gave value for the security.
D Plaintiff suffered a loss.
★Question ID: 763, Bisk: 40-2-7
A plaintiff wishes to recover damages from the issuer for losses resulting from material misstatements in a securities registration statement. In order to be successful, one of the elements the plaintiff must prove is that the
A Plaintiff was in privity of contract with the issuer or that the issuer knew of the plaintiff.
B Plaintiff acquired the securities.
C Issuer acted negligently.
D Issuer acted fraudulently.
★Question ID: 751, Bisk: 40-2-7
To be successful in a civil action under Section 11 of the Securities Act of 1933 concerning liability for a misleading registration statement, the plaintiff must prove
Defendant's intent to deceive / Plaintiff's reliance on the registration statement
A Yes / Yes
B Yes / No
C No / Yes
D No / No
■前回の答え■
★Question ID: 4002, Bisk: 40-2-3
Which of the following securities is exempt from registration under the Securities Act of 1933?
A Shares of nonvoting common stock, provided their par value is less than $1.00.
B A class of stock given in exchange for another class by the issuer to its existing stockholders without the issuer paying a commission.
C Limited partnership interests sold for the purpose of acquiring funds to invest in bonds issued by the United States.
D Corporate debentures that were previously subject to an effective registration statement, provided they are convertible into shares of common stock.
既存株主に対し他のクラスの株をお金を取らずに配布するために新規発行する場合は、registrationいりません。答えはBです。
★Question ID: 4792, Bisk: 40-2-3
Which of the following transactions will be exempt from the full registration requirements of the Securities Act of 1933?
A All intrastate offerings.
B All offerings made under Regulation A.
C Any resale of a security purchased under a Regulation D offering.
D Any stockbroker transaction.
Regulation Aでは、full registrationは免除されるので答えはBです。
★ Question ID: 4794, Bisk: 40-2-3
If securities are exempt from the registration provisions of the Securities Act of 1933, any fraud committed in the course of selling such securities can be challenged by
SEC / Person defrauded
A Yes / Yes
B Yes / No
C No / Yes
D No / No
fraudがあれば、どちらもchallenge（訴える）ことができます。答えはAです。
★ Question ID: 4795, Bisk: 40-2-4
Under Regulation D of the Securities Act of 1933, which of the following conditions apply to private placement offerings? The securities
A Cannot be sold for longer than a six month period.
B Cannot be the subject of an immediate unregistered reoffering to the public, under Rules 505 and 506.
C Must be sold to accredited institutional investors.
D Must be sold to fewer than 20 nonaccredited investors.
ルール505と506はパブリックに売り出せないので、答えはBです。
★ Question ID: 4335, Bisk: 40-2-4
Lux Limited Partnership intends to offer $600,000 of its limited partnership interests under Rule 504 of Regulation D of the Securities Act of 1933. Which of the following statements is correct?
A The resale of the limited partnership interests by a purchaser may be restricted.
B The limited partnership interests may be sold only to accredited investors.
C The exemption under Rule 504 is not available to an issuer of limited partnership interests.
D The limited partnership interests may not be sold to more than 35 investors.
ルール504では、購入者の再販は制限されます。答えはAです。
★ Question ID: 4340, Bisk: 40-2-4
Pix Corp. is making a $6,000,000 stock offering. Pix wants the offering exempt from registration under the Securities Act of 1933. Which of the following provisions of the Act would Pix have to comply with for the offering to be exempt?
A Regulation A.
B Regulation D, Rule 504.
C Regulation D, Rule 505.
D Regulation D, Rule 506.
5ミリオンを超えているので、ルール506です。答えはDです。
★Question ID: 4341, Bisk: 40-2-4
Pix Corp. is making a $6,000,000 stock offering. Pix wants the offering exempt from registration under the Securities Act of 1933. Which of the following requirements would Pix have to comply with when selling the securities?
A No more than 35 investors.
B No more than 35 nonaccredited investors.
C Accredited investors only.
D Nonaccredited investors only.
ルール506なので、nonaccredited investorsは35人までです。答えはBです。
コメント・感想お待ちしています。
ブログのページ、或いは、
tonporo2002@yahoo.co.jp へ。
登録・解除はこちら
http://www.mag2.com/m/0000218073.html
☆マイペースでいこう！！
＜＜＜発行人も受験生の一人。ともに頑張りましょう＞＞＞
ＵＳＣＰＡを目指して一人勉強している社会人の方、、、或いはこれから目指そうかなと思っているかた、一日一題、一緒に考えてみませんか？（このメルマガはＲＥＧです。ＦＡＲは、まぐまぐID207968です。）
■本日の問題■
★Question ID: 4002, Bisk: 40-2-3
Which of the following securities is exempt from registration under the Securities Act of 1933?
A Shares of nonvoting common stock, provided their par value is less than $1.00.
B A class of stock given in exchange for another class by the issuer to its existing stockholders without the issuer paying a commission.
C Limited partnership interests sold for the purpose of acquiring funds to invest in bonds issued by the United States.
D Corporate debentures that were previously subject to an effective registration statement, provided they are convertible into shares of common stock.
★Question ID: 4792, Bisk: 40-2-3
Which of the following transactions will be exempt from the full registration requirements of the Securities Act of 1933?
A All intrastate offerings.
B All offerings made under Regulation A.
C Any resale of a security purchased under a Regulation D offering.
D Any stockbroker transaction.
★ Question ID: 4794, Bisk: 40-2-3
If securities are exempt from the registration provisions of the Securities Act of 1933, any fraud committed in the course of selling such securities can be challenged by
SEC / Person defrauded
A Yes / Yes
B Yes / No
C No / Yes
D No / No
★ Question ID: 4795, Bisk: 40-2-4
Under Regulation D of the Securities Act of 1933, which of the following conditions apply to private placement offerings? The securities
A Cannot be sold for longer than a six month period.
B Cannot be the subject of an immediate unregistered reoffering to the public, under Rules 505 and 506.
C Must be sold to accredited institutional investors.
D Must be sold to fewer than 20 nonaccredited investors.
★ Question ID: 4335, Bisk: 40-2-4
Lux Limited Partnership intends to offer $600,000 of its limited partnership interests under Rule 504 of Regulation D of the Securities Act of 1933. Which of the following statements is correct?
A The resale of the limited partnership interests by a purchaser may be restricted.
B The limited partnership interests may be sold only to accredited investors.
C The exemption under Rule 504 is not available to an issuer of limited partnership interests.
D The limited partnership interests may not be sold to more than 35 investors.
★ Question ID: 4340, Bisk: 40-2-4
Pix Corp. is making a $6,000,000 stock offering. Pix wants the offering exempt from registration under the Securities Act of 1933. Which of the following provisions of the Act would Pix have to comply with for the offering to be exempt?
A Regulation A.
B Regulation D, Rule 504.
C Regulation D, Rule 505.
D Regulation D, Rule 506.
★Question ID: 4341, Bisk: 40-2-4
Pix Corp. is making a $6,000,000 stock offering. Pix wants the offering exempt from registration under the Securities Act of 1933. Which of the following requirements would Pix have to comply with when selling the securities?
A No more than 35 investors.
B No more than 35 nonaccredited investors.
C Accredited investors only.
D Nonaccredited investors only.
■前回の答え■
★Question ID: 5218, Bisk: 40-2-1
Under the Securities Act of 1933, which of the following statements most accurately reflects how securities registration affects an investor?
A The investor is provided with information on the stockholders of the offering corporation.
B The investor is provided with information on the principal purposes for which the offering's proceeds will be used.
C The investor is guaranteed by the SEC that the facts contained in the registration statement are accurate.
D The investor is assured by the SEC against loss resulting from purchasing the security.
１９３３年法でレジストレーションするということは、投資家に投資に役立つ情報を提供することが要求されます。その中には、発行人のビジネスや資産がでてきます。答えはBです。
★Question ID: 743, Bisk: 40-2-1
The registration requirements of the Securities Act of 1933 are intended to provide information to the SEC to enable it to
A Evaluate the financial merits of the securities being offered.
B Ensure that investors are provided with adequate information on which to base investment decisions.
C Prevent public offerings of securities when management fraud or unethical conduct is suspected.
D Assure investors of the accuracy of the facts presented in the financial statements.
SECがチェックするのは、投資家のinvestment decisionsに十分な情報を渡しているかどうかです。
答えはBです。
★Question ID: 2364, Bisk: 40-2-1
When a common stock offering requires registration under the Securities Act of 1933,
A The registration statement is automatically effective when filed with the SEC.
B The issuer would act unlawfully if it were to sell the common stock without providing the investor with a prospectus.
C The SEC will determine the investment value of the common stock before approving the offering.
D The issuer may make sales 10 days after filing the registration statement.
unlawfullyというのは、法のviolationです。もし投資家にprospectusを提供しないでcommon stockを売り始めたらそれはviolationだとSECはチェックします。答えはBです。
★Question ID: 7118, Bisk: 40-2-2
The prospectus for the sale of securities of a not-for-profit corporation contained material misrepresentations due to the negligence of the person who prepared the financial statements. As a result of the misrepresentations, purchasers of the shares lost their investment. Do the anti-fraud provisions of the Securities Act of 1933 apply in this situation?
A Yes, because the securities are required to be registered.
B Yes, because the misrepresentations were material.
C No, because the securities are exempt from registration.
D No, because only the issuer was negligent.
たとえNPOがexemptionでも、misrepresentationsがあれば、訴えられてしまいます。答えはBです。
★Question ID: 2363, Bisk: 40-2-3
Exemption from registration under the Securities Act of 1933 would be available for
A Promissory notes maturing in 12 months.
B Securities of a bank.
C Limited partnership interests.
D Corporate bonds.
答えはBです。Securities of bank、、、例えばCPとかはexemptionです。
★Question ID: 767, Bisk: 40-2-3
Which of the following are exempt from the registration requirements of the Securities Act of 1933?
A All industrial development bonds issued by municipalities.
B Stock of a corporation offered and sold only to residents of the state in which the issuer was incorporated and doing all of its business.
C Bankers' acceptances with maturities at the time of issue ranging from one to two years.
D Participation interests in a money market fund that consists wholly of short-term commercial paper.
一つの州内だけのビジネスでその中だけで販売する株式は１９３３年法のexemptになります。答えはBです。DはCPで構成されるFundなので、CPではないです。Cは期間が２年なので、exepmptionになりません。
★Question ID: 774, Bisk: 40-2-3
The registration requirements of the Securities Act of 1933 apply to
A The issuance of a stock dividend without commissions or other consideration paid.
B The issuance of stock warrants.
C Securities issued by a federally chartered savings and loan association.
D Securities issued by a common carrier regulated by the Interstate Commerce Commission.
stock warrantsの発行は、Securities Act 1933で登録が求められています。答えはBです。
★Question ID: 5219, Bisk: 40-2-3
Which of the following securities would be regulated by the provisions of the Securities Act of 1933?
A Securities issued by not-for-profit, charitable organizations.
B Securities guaranteed by domestic governmental organizations.
C Securities issued by savings and loan associations.
D Securities issued by insurance companies.
NPOと政府機関そしてsaving and loan associationsは1933対象外です。答えはDです。
保険会社は必要です。
★Question ID: 5229, Bisk: 40-2-3
Which of the following statements concerning an initial intrastate securities offering made by an issuer residing in and doing business in that state is correct?
A The offering would be exempt from the registration requirements of the Securities Act of 1933.
B The offering would be subject to the registration requirements of the Securities Exchange Act of 1934.
C The offering would be regulated by the SEC.
D The shares of the offering could not be resold to investors outside the state for at least one year.
これもイントラステートの問題です。
答えはAです。
★Question ID: 4001, Bisk: 40-2-3
The Securities Act of 1933 provides an exemption from registration for
Bonds issued by a municipality for governmental purposes / Securities issued by a not-for-profit charitable organization
A Yes / Yes
B Yes / No
C No / Yes
D No / No
どちらもexemptionなので、答えはAです。
コメント・感想お待ちしています。
ブログのページ、或いは、
tonporo2002@yahoo.co.jp へ。
登録・解除はこちら
http://www.mag2.com/m/0000218073.html
☆マイペースでいこう！！
ＵＳＣＰＡを目指して一人勉強している社会人の方、、、或いはこれから目指そうかなと思っているかた、一日一題、一緒に考えてみませんか？（このメルマガはＲＥＧです。ＦＡＲは、まぐまぐID207968です。）
■本日の問題■
★Question ID: 4002, Bisk: 40-2-3
Which of the following securities is exempt from registration under the Securities Act of 1933?
A Shares of nonvoting common stock, provided their par value is less than $1.00.
B A class of stock given in exchange for another class by the issuer to its existing stockholders without the issuer paying a commission.
C Limited partnership interests sold for the purpose of acquiring funds to invest in bonds issued by the United States.
D Corporate debentures that were previously subject to an effective registration statement, provided they are convertible into shares of common stock.
★Question ID: 4792, Bisk: 40-2-3
Which of the following transactions will be exempt from the full registration requirements of the Securities Act of 1933?
A All intrastate offerings.
B All offerings made under Regulation A.
C Any resale of a security purchased under a Regulation D offering.
D Any stockbroker transaction.
★ Question ID: 4794, Bisk: 40-2-3
If securities are exempt from the registration provisions of the Securities Act of 1933, any fraud committed in the course of selling such securities can be challenged by
SEC / Person defrauded
A Yes / Yes
B Yes / No
C No / Yes
D No / No
★ Question ID: 4795, Bisk: 40-2-4
Under Regulation D of the Securities Act of 1933, which of the following conditions apply to private placement offerings? The securities
A Cannot be sold for longer than a six month period.
B Cannot be the subject of an immediate unregistered reoffering to the public, under Rules 505 and 506.
C Must be sold to accredited institutional investors.
D Must be sold to fewer than 20 nonaccredited investors.
★ Question ID: 4335, Bisk: 40-2-4
Lux Limited Partnership intends to offer $600,000 of its limited partnership interests under Rule 504 of Regulation D of the Securities Act of 1933. Which of the following statements is correct?
A The resale of the limited partnership interests by a purchaser may be restricted.
B The limited partnership interests may be sold only to accredited investors.
C The exemption under Rule 504 is not available to an issuer of limited partnership interests.
D The limited partnership interests may not be sold to more than 35 investors.
★ Question ID: 4340, Bisk: 40-2-4
Pix Corp. is making a $6,000,000 stock offering. Pix wants the offering exempt from registration under the Securities Act of 1933. Which of the following provisions of the Act would Pix have to comply with for the offering to be exempt?
A Regulation A.
B Regulation D, Rule 504.
C Regulation D, Rule 505.
D Regulation D, Rule 506.
★Question ID: 4341, Bisk: 40-2-4
Pix Corp. is making a $6,000,000 stock offering. Pix wants the offering exempt from registration under the Securities Act of 1933. Which of the following requirements would Pix have to comply with when selling the securities?
A No more than 35 investors.
B No more than 35 nonaccredited investors.
C Accredited investors only.
D Nonaccredited investors only.
■前回の答え■
★Question ID: 5218, Bisk: 40-2-1
Under the Securities Act of 1933, which of the following statements most accurately reflects how securities registration affects an investor?
A The investor is provided with information on the stockholders of the offering corporation.
B The investor is provided with information on the principal purposes for which the offering's proceeds will be used.
C The investor is guaranteed by the SEC that the facts contained in the registration statement are accurate.
D The investor is assured by the SEC against loss resulting from purchasing the security.
１９３３年法でレジストレーションするということは、投資家に投資に役立つ情報を提供することが要求されます。その中には、発行人のビジネスや資産がでてきます。答えはBです。
★Question ID: 743, Bisk: 40-2-1
The registration requirements of the Securities Act of 1933 are intended to provide information to the SEC to enable it to
A Evaluate the financial merits of the securities being offered.
B Ensure that investors are provided with adequate information on which to base investment decisions.
C Prevent public offerings of securities when management fraud or unethical conduct is suspected.
D Assure investors of the accuracy of the facts presented in the financial statements.
SECがチェックするのは、投資家のinvestment decisionsに十分な情報を渡しているかどうかです。
答えはBです。
★Question ID: 2364, Bisk: 40-2-1
When a common stock offering requires registration under the Securities Act of 1933,
A The registration statement is automatically effective when filed with the SEC.
B The issuer would act unlawfully if it were to sell the common stock without providing the investor with a prospectus.
C The SEC will determine the investment value of the common stock before approving the offering.
D The issuer may make sales 10 days after filing the registration statement.
unlawfullyというのは、法のviolationです。もし投資家にprospectusを提供しないでcommon stockを売り始めたらそれはviolationだとSECはチェックします。答えはBです。
★Question ID: 7118, Bisk: 40-2-2
The prospectus for the sale of securities of a not-for-profit corporation contained material misrepresentations due to the negligence of the person who prepared the financial statements. As a result of the misrepresentations, purchasers of the shares lost their investment. Do the anti-fraud provisions of the Securities Act of 1933 apply in this situation?
A Yes, because the securities are required to be registered.
B Yes, because the misrepresentations were material.
C No, because the securities are exempt from registration.
D No, because only the issuer was negligent.
たとえNPOがexemptionでも、misrepresentationsがあれば、訴えられてしまいます。答えはBです。
★Question ID: 2363, Bisk: 40-2-3
Exemption from registration under the Securities Act of 1933 would be available for
A Promissory notes maturing in 12 months.
B Securities of a bank.
C Limited partnership interests.
D Corporate bonds.
答えはBです。Securities of bank、、、例えばCPとかはexemptionです。
★Question ID: 767, Bisk: 40-2-3
Which of the following are exempt from the registration requirements of the Securities Act of 1933?
A All industrial development bonds issued by municipalities.
B Stock of a corporation offered and sold only to residents of the state in which the issuer was incorporated and doing all of its business.
C Bankers' acceptances with maturities at the time of issue ranging from one to two years.
D Participation interests in a money market fund that consists wholly of short-term commercial paper.
一つの州内だけのビジネスでその中だけで販売する株式は１９３３年法のexemptになります。答えはBです。DはCPで構成されるFundなので、CPではないです。Cは期間が２年なので、exepmptionになりません。
★Question ID: 774, Bisk: 40-2-3
The registration requirements of the Securities Act of 1933 apply to
A The issuance of a stock dividend without commissions or other consideration paid.
B The issuance of stock warrants.
C Securities issued by a federally chartered savings and loan association.
D Securities issued by a common carrier regulated by the Interstate Commerce Commission.
stock warrantsの発行は、Securities Act 1933で登録が求められています。答えはBです。
★Question ID: 5219, Bisk: 40-2-3
Which of the following securities would be regulated by the provisions of the Securities Act of 1933?
A Securities issued by not-for-profit, charitable organizations.
B Securities guaranteed by domestic governmental organizations.
C Securities issued by savings and loan associations.
D Securities issued by insurance companies.
NPOと政府機関そしてsaving and loan associationsは1933対象外です。答えはDです。
保険会社は必要です。
★Question ID: 5229, Bisk: 40-2-3
Which of the following statements concerning an initial intrastate securities offering made by an issuer residing in and doing business in that state is correct?
A The offering would be exempt from the registration requirements of the Securities Act of 1933.
B The offering would be subject to the registration requirements of the Securities Exchange Act of 1934.
C The offering would be regulated by the SEC.
D The shares of the offering could not be resold to investors outside the state for at least one year.
これもイントラステートの問題です。
答えはAです。
★Question ID: 4001, Bisk: 40-2-3
The Securities Act of 1933 provides an exemption from registration for
Bonds issued by a municipality for governmental purposes / Securities issued by a not-for-profit charitable organization
A Yes / Yes
B Yes / No
C No / Yes
D No / No
どちらもexemptionなので、答えはAです。
コメント・感想お待ちしています。
ブログのページ、或いは、
tonporo2002@yahoo.co.jp へ。
登録・解除はこちら
http://www.mag2.com/m/0000218073.html
☆マイペースでいこう！！
＜＜＜発行人も受験生の一人。ともに頑張りましょう＞＞＞
ＵＳＣＰＡを目指して一人勉強している社会人の方、、、或いはこれから目指そうかなと思っているかた、一日一題、一緒に考えてみませんか？（このメルマガはＲＥＧです。ＦＡＲは、まぐまぐID207968です。）
■本日の問題■
★Question ID: 5218, Bisk: 40-2-1
Under the Securities Act of 1933, which of the following statements most accurately reflects how securities registration affects an investor?
A The investor is provided with information on the stockholders of the offering corporation.
B The investor is provided with information on the principal purposes for which the offering's proceeds will be used.
C The investor is guaranteed by the SEC that the facts contained in the registration statement are accurate.
D The investor is assured by the SEC against loss resulting from purchasing the security.
★Question ID: 743, Bisk: 40-2-1
The registration requirements of the Securities Act of 1933 are intended to provide information to the SEC to enable it to
A Evaluate the financial merits of the securities being offered.
B Ensure that investors are provided with adequate information on which to base investment decisions.
C Prevent public offerings of securities when management fraud or unethical conduct is suspected.
D Assure investors of the accuracy of the facts presented in the financial statements.
★Question ID: 2364, Bisk: 40-2-1
When a common stock offering requires registration under the Securities Act of 1933,
A The registration statement is automatically effective when filed with the SEC.
B The issuer would act unlawfully if it were to sell the common stock without providing the investor with a prospectus.
C The SEC will determine the investment value of the common stock before approving the offering.
D The issuer may make sales 10 days after filing the registration statement.
★Question ID: 7118, Bisk: 40-2-2
The prospectus for the sale of securities of a not-for-profit corporation contained material misrepresentations due to the negligence of the person who prepared the financial statements. As a result of the misrepresentations, purchasers of the shares lost their investment. Do the anti-fraud provisions of the Securities Act of 1933 apply in this situation?
A Yes, because the securities are required to be registered.
B Yes, because the misrepresentations were material.
C No, because the securities are exempt from registration.
D No, because only the issuer was negligent.
★Question ID: 2363, Bisk: 40-2-3
Exemption from registration under the Securities Act of 1933 would be available for
A Promissory notes maturing in 12 months.
B Securities of a bank.
C Limited partnership interests.
D Corporate bonds.
★Question ID: 767, Bisk: 40-2-3
Which of the following are exempt from the registration requirements of the Securities Act of 1933?
A All industrial development bonds issued by municipalities.
B Stock of a corporation offered and sold only to residents of the state in which the issuer was incorporated and doing all of its business.
C Bankers' acceptances with maturities at the time of issue ranging from one to two years.
D Participation interests in a money market fund that consists wholly of short-term commercial paper.
★Question ID: 774, Bisk: 40-2-3
The registration requirements of the Securities Act of 1933 apply to
A The issuance of a stock dividend without commissions or other consideration paid.
B The issuance of stock warrants.
C Securities issued by a federally chartered savings and loan association.
D Securities issued by a common carrier regulated by the Interstate Commerce Commission.
★Question ID: 5219, Bisk: 40-2-3
Which of the following securities would be regulated by the provisions of the Securities Act of 1933?
A Securities issued by not-for-profit, charitable organizations.
B Securities guaranteed by domestic governmental organizations.
C Securities issued by savings and loan associations.
D Securities issued by insurance companies.
★Question ID: 5229, Bisk: 40-2-3
Which of the following statements concerning an initial intrastate securities offering made by an issuer residing in and doing business in that state is correct?
A The offering would be exempt from the registration requirements of the Securities Act of 1933.
B The offering would be subject to the registration requirements of the Securities Exchange Act of 1934.
C The offering would be regulated by the SEC.
D The shares of the offering could not be resold to investors outside the state for at least one year.
★Question ID: 4001, Bisk: 40-2-3
The Securities Act of 1933 provides an exemption from registration for
Bonds issued by a municipality for governmental purposes / Securities issued by a not-for-profit charitable organization
A Yes / Yes
B Yes / No
C No / Yes
D No / No
■前回の答え■
★Question ID: 6262, Bisk: 40-1-1
Under the registration requirements of the Securities Act of 1933, which of the following items is(are) considered securities?
Investment contracts / Collateral-trust certificates
A Yes / Yes
B Yes / No
C No / Yes
D No / No
1933年法では、investment contractsもcollateral-trust certificatesも証券です。答えはAです。
★Question ID: 3998, Bisk: 40-1-1
Which of the following is least likely to be considered a security under the Securities Act of 1933?
A Stock options.
B Warrants.
C General partnership interests.
D Limited partnership interests.
least likely＝最もそうではないもの。。。ですが、答えはCです。
３３年法では、おおざっぱにいうと、stock options、warrantsとlimited partnership interestsは、証券に入ります。
★Question ID: 6261, Bisk: 40-1-2
Under the Securities Exchange Act of 1934, the SEC is responsible for all of the following activities except
A Requiring disclosure of facts concerning offerings of securities listed on national securities exchanges.
B Prosecuting criminal violations of federal securities laws.
C Regulating the activities of securities brokers.
D Investigating securities fraud.
３４年法の対象でないものはどれか？ですが、答えはBです。criminal violationsはSECの範疇ではないです。そういうものを発見したら、適切な所轄へリポートします。
一部３９章の残りです。
☆Question ID: 6968, Bisk: 39-6-1
Which of the following is(are) available to a principal when an agent fraudulently breaches a fiduciary duty?
Termination of the agency / Constructive trust
A Yes / Yes
B Yes / No
C No / Yes
D No / No
まず、エージェント契約を終了させることができます。constructive trustとは何かといいますと、
裁判所が、エージェントがtrusteeとしてprincipalのために保有しているpropertyです。
これで不当なことを起さないようにさせます。
答えはAです。
☆Question ID: 657, Bisk: 39-6-1
Pell is the principal and Astor is the agent in an agency coupled with an interest. In the absence of a contractual provision relating to the duration of the agency, who has the right to terminate the agency before the interest has expired?
Pell / Astor
A Yes / Yes
B No / Yes
C No / No
D Yes / No
普通はprincipalにターミネートする権限がありますが、エージェントと共に利害関係があるとき、principalはターミネートできません。しかしエージェントのほうは、ターミネートできます。
もし、エージェントもその利益を破棄することを望んでいたら、エージェントは自由になります。答えはBです。
☆Question ID: 5341, Bisk: 39-6-1
Thorp was a purchasing agent for Ogden, a sole proprietor, and had the express authority to place purchase orders with Ogden's suppliers. Thorp placed an order with Datz, Inc. on Ogden's behalf after Ogden was declared incompetent in a judicial proceeding. Thorp was aware of Ogden's incapacity. Which of the following statements is correct concerning Ogden's liability to Datz?
A Ogden will be liable because Datz was not informed of Ogden's incapacity.
B Ogden will be liable because Thorp acted with express authority.
C Ogden will not be liable because Thorp's agency ended when Ogden was declared incompetent.
D Ogden will not be liable because Ogden was a nondisclosed principal.
Ogdenがimcompetentをdeclaredしたあとに、それを知っていてThorpは購入を続けたので、それはOgdenの責任じゃありません。答えはCです。
☆Question ID: 5194, Bisk: 39-6-2
Bolt Corp. dismissed Ace as its general sales agent and notified all of Ace's known customers by letter. Young Corp., a retail outlet located outside of Ace's previously assigned sales territory, had never dealt with Ace. Young knew of Ace as a result of various business contacts. After his dismissal, Ace sold Young goods, to be delivered by Bolt, and received from Young a cash deposit for 20% of the purchase price. It was not unusual for an agent in Ace's previous position to receive cash deposits. In an action by Young against Bolt on the sales contract, Young will
A Lose, because Ace lacked any implied authority to make the contract.
B Lose, because Ace lacked any express authority to make the contract.
C Win, because Bolt's notice was inadequate to terminate Ace's apparent authority.
D Win, because a principal is an insurer of an agent's acts.
首になったあと勝手に取引を続けたエージェントです。Aceはだまされて商品を買い、それをYoungに売りました。YoungはBoltを訴えようとしたのですが・・・
この場合Youngは、勝てます。 principalはエージェントがターミネートしたことをnoticeする責任があります。youngは知らなかったので、被害者です。答えはCです。
コメント・感想お待ちしています。
ブログのページ、或いは、
tonporo2002@yahoo.co.jp へ。
登録・解除はこちら
http://www.mag2.com/m/0000218073.html
☆マイペースでいこう！！
アラビアのバフェット “世界第５位の富豪”アルワリード王子の投資手法
＜＜＜発行人も受験生の一人。ともに頑張りましょう＞＞＞
ＵＳＣＰＡを目指して一人勉強している社会人の方、、、或いはこれから目指そうかなと思っているかた、一日一題、一緒に考えてみませんか？（このメルマガはＲＥＧです。ＦＡＲは、まぐまぐID207968です。）
■本日の問題■
★Question ID: 6262, Bisk: 40-1-1
Under the registration requirements of the Securities Act of 1933, which of the following items is(are) considered securities?
Investment contracts / Collateral-trust certificates
A Yes / Yes
B Yes / No
C No / Yes
D No / No
★Question ID: 3998, Bisk: 40-1-1
Which of the following is least likely to be considered a security under the Securities Act of 1933?
A Stock options.
B Warrants.
C General partnership interests.
D Limited partnership interests.
★Question ID: 6261, Bisk: 40-1-2
Under the Securities Exchange Act of 1934, the SEC is responsible for all of the following activities except
A Requiring disclosure of facts concerning offerings of securities listed on national securities exchanges.
B Prosecuting criminal violations of federal securities laws.
C Regulating the activities of securities brokers.
D Investigating securities fraud.
一部３９章の残りです。
☆Question ID: 6968, Bisk: 39-6-1
Which of the following is(are) available to a principal when an agent fraudulently breaches a fiduciary duty?
Termination of the agency / Constructive trust
A Yes / Yes
B Yes / No
C No / Yes
D No / No
☆Question ID: 657, Bisk: 39-6-1
Pell is the principal and Astor is the agent in an agency coupled with an interest. In the absence of a contractual provision relating to the duration of the agency, who has the right to terminate the agency before the interest has expired?
Pell / Astor
A Yes / Yes
B No / Yes
C No / No
D Yes / No
☆Question ID: 5341, Bisk: 39-6-1
Thorp was a purchasing agent for Ogden, a sole proprietor, and had the express authority to place purchase orders with Ogden's suppliers. Thorp placed an order with Datz, Inc. on Ogden's behalf after Ogden was declared incompetent in a judicial proceeding. Thorp was aware of Ogden's incapacity. Which of the following statements is correct concerning Ogden's liability to Datz?
A Ogden will be liable because Datz was not informed of Ogden's incapacity.
B Ogden will be liable because Thorp acted with express authority.
C Ogden will not be liable because Thorp's agency ended when Ogden was declared incompetent.
D Ogden will not be liable because Ogden was a nondisclosed principal.
☆Question ID: 5194, Bisk: 39-6-2
Bolt Corp. dismissed Ace as its general sales agent and notified all of Ace's known customers by letter. Young Corp., a retail outlet located outside of Ace's previously assigned sales territory, had never dealt with Ace. Young knew of Ace as a result of various business contacts. After his dismissal, Ace sold Young goods, to be delivered by Bolt, and received from Young a cash deposit for 20% of the purchase price. It was not unusual for an agent in Ace's previous position to receive cash deposits. In an action by Young against Bolt on the sales contract, Young will
A Lose, because Ace lacked any implied authority to make the contract.
B Lose, because Ace lacked any express authority to make the contract.
C Win, because Bolt's notice was inadequate to terminate Ace's apparent authority.
D Win, because a principal is an insurer of an agent's acts.
■前回の答え■
★Question ID: 655, Bisk: 39-4-1
A principal will not be liable to a third party for a tort committed by an agent
A Unless the principal instructed the agent to commit the tort.
B Unless the tort was committed within the scope of the agency relationship.
C If the agency agreement limits the principal's liability for the agent's tort.
D If the tort is also regarded as a criminal act.
雇ったエージェントのtortについて責任があるかないかですが、unlessそのtortがそのエ0ジェントとの関係の目的内で起きてない限り責任はありません。
★Question ID: 651, Bisk: 39-4-2
Pine, an employee of Global Messenger Co., was hired to deliver highly secret corporate documents for Global's clients throughout the world. Unknown to Global, Pine carried a concealed pistol. While Pine was making a delivery, he suspected an attempt was being made to steal the package, drew his gun and shot Kent, an innocent passerby. Kent will not recover damages from Global if
A Global discovered that Pine carried a weapon and did nothing about it.
B Global instructed its messengers not to carry weapons.
C Pine was correct and an attempt was being made to steal the package.
D Pine's weapon was unlicensed and illegal.
アメリカならではのすごい話ですが、このPineのgunはどこから出てくるんでしょうか？？
エージェント契約の中で起きていることについては、雇い主は責任がありますが、いくら雇い主でもエージェントが違法行為をしているときは責任がないそうです。答えはDです。
★Question ID: 653, Bisk: 39-4-3
Able, as agent for Baker, an undisclosed principal, contracted with Safe to purchase an antique car. In payment, Able issued his personal check to Safe. Able could not cover the check but expected Baker to give him cash to deposit before the check was presented for payment. Baker did not do so and the check was dishonored. Baker's identity became known to Safe. Safe may not recover from
A Baker individually on the contract.
B Able individually on the contract.
C Baker individually on the check.
D Able individually on the check.
AbleはBakerのエージェントでSafeから車を買うとき、自分でパーソナルチェックをきってしまい、Bakerがそれを払いませんでした。この手形は不渡りになり、Safeは誰からrecoverを受けられないかもしれない、、、（may not recover)と言う問題ですが、Baker はこの件に責任を持つことができないです。check drawerとしてableはチェックについて責任を持たなければなりません。答えはCです。
★Question ID: 2340, Bisk: 39-4-3
When an agent acts for an undisclosed principal, the principal will not be liable to third parties if the
A Principal ratifies a contract entered into by the agent.
B Agent acts within an implied grant of authority.
C Agent acts outside the grant of actual authority.
D Principal seeks to conceal the agency relationship.
undisclosed principalのときは、Agentがgrantを超えた行動になった場合、principalは責任を負いません。答えはCです。
★Question ID: 6855, Bisk: 39-4-3
Which of the following statements is(are) correct regarding the relationship between an agent and a nondisclosed principal?
I The principal is required to indemnify the agent for any contract entered into by the agent within the scope of the agency agreement.
II The agent has the same actual authority as if the principal had been disclosed.
A I only
B II only
C Both I and II
D Neither I nor II
正体を明かさない依頼主とエージェントの関係についてですが、IもIIも両方です。答えはCです。
★Question ID: 5195, Bisk: 39-4-3
Easy Corp. is a real estate developer and regularly engages real estate brokers to act on its behalf in acquiring parcels of land. The brokers are authorized to enter into such contracts, but are instructed to do so in their own names without disclosing Easy's identity or relationship to the transaction. If a broker enters into a contract with a seller on Easy's behalf,
A The broker will have the same actual authority as if Easy's identity had been disclosed.
B Easy will be bound by the contract because of the broker's apparent authority.
C Easy will not be liable for any negligent acts committed by the broker while acting on Easy's behalf.
D The broker will not be personally bound by the contract because the broker has express authority to act.
他の問題と同様、答えはAです。
★Question ID: 5196, Bisk: 39-4-3
An agent will usually be liable under a contract made with a third party when the agent is acting on behalf of a(an)
Disclosed principal / Undisclosed principal
A Yes / Yes
B Yes / No
C No / Yes
D No / No
Undisclosed principalの時は責任をおわなければならないので、答えはNo, YesでCです。
★Question ID: 5342, Bisk: 39-4-3
When a valid contract is entered into by an agent on the principal's behalf, in a nondisclosed principal situation, which of the following statements concerning the principal's liability is correct?
The principal maybe held liable once disclosed / The principal must ratify the contract to be held liable
A Yes / Yes
B Yes / No
C No / Yes
D No / No
いくらundisclosed principalとして契約しても、一度姿を知らせたら責任がかかります。しかし、principalはいつも責任がある契約を、ratifyしなければいけないわけではありません。答えはBです。
★Question ID: 4310, Bisk: 39-4-3
Generally, a disclosed principal will be liable to third parties for its agent's unauthorized misrepresentations if the agent is an
Employee / Independent Contractor
A Yes / Yes
B Yes / No
C No / Yes
D No / No
disclosed principalで、もしエージェントが間違えたり、権限を与えていないことで問題が発生した場合、そのエージェントがemployeeなら全てprincipalの責任（当たり前ですが）、independent contractorだったら責任はないそうです。答えはBです。
★Question ID: 4311, Bisk: 39-4-3
Which of the following rights will a third party be entitled to after validly contracting with an agent representing an undisclosed principal?
A Disclosure of the principal by the agent.
B Ratification of the contract by the principal.
C Performance of the contract by the agent.
D Election to void the contract after disclosure of the principal.
Undisclosed principalの時は、クライアントは、エージェントをprincipalの代わりだと思ってやりとりをするので、答えはCです。
コメント・感想お待ちしています。
ブログのページ、或いは、
tonporo2002@yahoo.co.jp へ。
登録・解除はこちら
http://www.mag2.com/m/0000218073.html
☆マイペースでいこう！！
ＵＳＣＰＡを目指して一人勉強している社会人の方、、、或いはこれから目指そうかなと思っているかた、一日一題、一緒に考えてみませんか？（このメルマガはＲＥＧです。ＦＡＲは、まぐまぐID207968です。）
■本日の問題■
★Question ID: 6262, Bisk: 40-1-1
Under the registration requirements of the Securities Act of 1933, which of the following items is(are) considered securities?
Investment contracts / Collateral-trust certificates
A Yes / Yes
B Yes / No
C No / Yes
D No / No
★Question ID: 3998, Bisk: 40-1-1
Which of the following is least likely to be considered a security under the Securities Act of 1933?
A Stock options.
B Warrants.
C General partnership interests.
D Limited partnership interests.
★Question ID: 6261, Bisk: 40-1-2
Under the Securities Exchange Act of 1934, the SEC is responsible for all of the following activities except
A Requiring disclosure of facts concerning offerings of securities listed on national securities exchanges.
B Prosecuting criminal violations of federal securities laws.
C Regulating the activities of securities brokers.
D Investigating securities fraud.
一部３９章の残りです。
☆Question ID: 6968, Bisk: 39-6-1
Which of the following is(are) available to a principal when an agent fraudulently breaches a fiduciary duty?
Termination of the agency / Constructive trust
A Yes / Yes
B Yes / No
C No / Yes
D No / No
☆Question ID: 657, Bisk: 39-6-1
Pell is the principal and Astor is the agent in an agency coupled with an interest. In the absence of a contractual provision relating to the duration of the agency, who has the right to terminate the agency before the interest has expired?
Pell / Astor
A Yes / Yes
B No / Yes
C No / No
D Yes / No
☆Question ID: 5341, Bisk: 39-6-1
Thorp was a purchasing agent for Ogden, a sole proprietor, and had the express authority to place purchase orders with Ogden's suppliers. Thorp placed an order with Datz, Inc. on Ogden's behalf after Ogden was declared incompetent in a judicial proceeding. Thorp was aware of Ogden's incapacity. Which of the following statements is correct concerning Ogden's liability to Datz?
A Ogden will be liable because Datz was not informed of Ogden's incapacity.
B Ogden will be liable because Thorp acted with express authority.
C Ogden will not be liable because Thorp's agency ended when Ogden was declared incompetent.
D Ogden will not be liable because Ogden was a nondisclosed principal.
☆Question ID: 5194, Bisk: 39-6-2
Bolt Corp. dismissed Ace as its general sales agent and notified all of Ace's known customers by letter. Young Corp., a retail outlet located outside of Ace's previously assigned sales territory, had never dealt with Ace. Young knew of Ace as a result of various business contacts. After his dismissal, Ace sold Young goods, to be delivered by Bolt, and received from Young a cash deposit for 20% of the purchase price. It was not unusual for an agent in Ace's previous position to receive cash deposits. In an action by Young against Bolt on the sales contract, Young will
A Lose, because Ace lacked any implied authority to make the contract.
B Lose, because Ace lacked any express authority to make the contract.
C Win, because Bolt's notice was inadequate to terminate Ace's apparent authority.
D Win, because a principal is an insurer of an agent's acts.
■前回の答え■
★Question ID: 655, Bisk: 39-4-1
A principal will not be liable to a third party for a tort committed by an agent
A Unless the principal instructed the agent to commit the tort.
B Unless the tort was committed within the scope of the agency relationship.
C If the agency agreement limits the principal's liability for the agent's tort.
D If the tort is also regarded as a criminal act.
雇ったエージェントのtortについて責任があるかないかですが、unlessそのtortがそのエ0ジェントとの関係の目的内で起きてない限り責任はありません。
★Question ID: 651, Bisk: 39-4-2
Pine, an employee of Global Messenger Co., was hired to deliver highly secret corporate documents for Global's clients throughout the world. Unknown to Global, Pine carried a concealed pistol. While Pine was making a delivery, he suspected an attempt was being made to steal the package, drew his gun and shot Kent, an innocent passerby. Kent will not recover damages from Global if
A Global discovered that Pine carried a weapon and did nothing about it.
B Global instructed its messengers not to carry weapons.
C Pine was correct and an attempt was being made to steal the package.
D Pine's weapon was unlicensed and illegal.
アメリカならではのすごい話ですが、このPineのgunはどこから出てくるんでしょうか？？
エージェント契約の中で起きていることについては、雇い主は責任がありますが、いくら雇い主でもエージェントが違法行為をしているときは責任がないそうです。答えはDです。
★Question ID: 653, Bisk: 39-4-3
Able, as agent for Baker, an undisclosed principal, contracted with Safe to purchase an antique car. In payment, Able issued his personal check to Safe. Able could not cover the check but expected Baker to give him cash to deposit before the check was presented for payment. Baker did not do so and the check was dishonored. Baker's identity became known to Safe. Safe may not recover from
A Baker individually on the contract.
B Able individually on the contract.
C Baker individually on the check.
D Able individually on the check.
AbleはBakerのエージェントでSafeから車を買うとき、自分でパーソナルチェックをきってしまい、Bakerがそれを払いませんでした。この手形は不渡りになり、Safeは誰からrecoverを受けられないかもしれない、、、（may not recover)と言う問題ですが、Baker はこの件に責任を持つことができないです。check drawerとしてableはチェックについて責任を持たなければなりません。答えはCです。
★Question ID: 2340, Bisk: 39-4-3
When an agent acts for an undisclosed principal, the principal will not be liable to third parties if the
A Principal ratifies a contract entered into by the agent.
B Agent acts within an implied grant of authority.
C Agent acts outside the grant of actual authority.
D Principal seeks to conceal the agency relationship.
undisclosed principalのときは、Agentがgrantを超えた行動になった場合、principalは責任を負いません。答えはCです。
★Question ID: 6855, Bisk: 39-4-3
Which of the following statements is(are) correct regarding the relationship between an agent and a nondisclosed principal?
I The principal is required to indemnify the agent for any contract entered into by the agent within the scope of the agency agreement.
II The agent has the same actual authority as if the principal had been disclosed.
A I only
B II only
C Both I and II
D Neither I nor II
正体を明かさない依頼主とエージェントの関係についてですが、IもIIも両方です。答えはCです。
★Question ID: 5195, Bisk: 39-4-3
Easy Corp. is a real estate developer and regularly engages real estate brokers to act on its behalf in acquiring parcels of land. The brokers are authorized to enter into such contracts, but are instructed to do so in their own names without disclosing Easy's identity or relationship to the transaction. If a broker enters into a contract with a seller on Easy's behalf,
A The broker will have the same actual authority as if Easy's identity had been disclosed.
B Easy will be bound by the contract because of the broker's apparent authority.
C Easy will not be liable for any negligent acts committed by the broker while acting on Easy's behalf.
D The broker will not be personally bound by the contract because the broker has express authority to act.
他の問題と同様、答えはAです。
★Question ID: 5196, Bisk: 39-4-3
An agent will usually be liable under a contract made with a third party when the agent is acting on behalf of a(an)
Disclosed principal / Undisclosed principal
A Yes / Yes
B Yes / No
C No / Yes
D No / No
Undisclosed principalの時は責任をおわなければならないので、答えはNo, YesでCです。
★Question ID: 5342, Bisk: 39-4-3
When a valid contract is entered into by an agent on the principal's behalf, in a nondisclosed principal situation, which of the following statements concerning the principal's liability is correct?
The principal maybe held liable once disclosed / The principal must ratify the contract to be held liable
A Yes / Yes
B Yes / No
C No / Yes
D No / No
いくらundisclosed principalとして契約しても、一度姿を知らせたら責任がかかります。しかし、principalはいつも責任がある契約を、ratifyしなければいけないわけではありません。答えはBです。
★Question ID: 4310, Bisk: 39-4-3
Generally, a disclosed principal will be liable to third parties for its agent's unauthorized misrepresentations if the agent is an
Employee / Independent Contractor
A Yes / Yes
B Yes / No
C No / Yes
D No / No
disclosed principalで、もしエージェントが間違えたり、権限を与えていないことで問題が発生した場合、そのエージェントがemployeeなら全てprincipalの責任（当たり前ですが）、independent contractorだったら責任はないそうです。答えはBです。
★Question ID: 4311, Bisk: 39-4-3
Which of the following rights will a third party be entitled to after validly contracting with an agent representing an undisclosed principal?
A Disclosure of the principal by the agent.
B Ratification of the contract by the principal.
C Performance of the contract by the agent.
D Election to void the contract after disclosure of the principal.
Undisclosed principalの時は、クライアントは、エージェントをprincipalの代わりだと思ってやりとりをするので、答えはCです。
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