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Series 24

Chapter 1 Investment Banking and the Regulation of the New Issues market

TermDefinition
Qualified Independent Underwriter (QUI) 1. Where a majority of the partners have been engaged in investment banking or the securities business for at least 5 years preceding the filing of a registration statement.
Qualified Independent Underwriter -2 2. That has managed or co-managed public offerings of securities within the last 3 years 3. That has agreed to the legal responsibilities and liabilities of section 11 of the Securities Act of 1933.
Qualified Independent Underwriter -3 3. that has agreed to the legal responsibilities and liabilities of section 11 of the Securities Act of 1933.
When must a prospectus be delivered? Prospectus must be presented to all subscribers for a registered distribution of securities no later than with their purchase confirmation.
When must documents from an interstate offering of securities be filed with the Committee? In an Interstate offering of securities, the Committee requires documents to be filed with it not later than one business day after they are filed with the SEC.
What individual can be directed shares of a new issue by the issuer? And what is the exemption? Issuers of new issues underwritten by B-D's may dirct sales of shares to anyone that doesn't meet the definition of a restricted person.
Exemption to what individual can be directed shares of a new issue by the issuer? Exemption:If securities are directed to B/D personnel, finders, fiduciaries, the shares could be directed if such person is an immediate family member, employee or director of the issuer, issuer's parent company, or a subsidiary.
When can a B/D, who was part of the underwriting syndicate, allow purchases of a new issue of securities on margin? After the closing date of the syndicate, a B/D must wait 30 days before extending credit to customers on a new issue if the B/D participated in the distribution of that issue.
F-3 Form Folllow-on - Short form registration for a foreign-based issuers that qualify for follow-on offerings of equity and debt securities.
Firm Commitment The firm acts as a Dealer. The syndicate buys the entire issue and resells it to the public.
During the Cooling Period the following activities take place: 1. Selling Group members are brought in to enhance the sale of the distribution 2. Blue Sky the issue 3. Due Diligence Meeting
"20" day cooing period is the minimum waiting period required by the SEC before the issue can become "effective" (Also called the "Quiet Period")
Red Herring The red herring prospectus summarizes the important points contained in the registration statement. It can also be referred to as a preliminary prospectus.
What are the three main ways a "Conflict of Interest" would exist for a member firm participating in a public offering? A conflict of interest would exist if any of the following conditions apply to a member firm that is participating in a public offering: The securities issued are to be issued by the member firm. The issuer controls, is controlled by, or is under common control with the member. At least 5% of the net offering proceeds are intended to reduce or pay off a loan extended by the member or its affiliates.
Rule 101 restrictions do not apply to what type of securities? Rule 101 restrictions do not apply to derivatives such as convertibles, warrants, and options.
Mini-Max Agreement is a best efforts agreement under which, if a minimum percentage is distributed, the issue is not canceled even though the entire issue may not be distributed.
S-3 Follow-on - Short-form registration for domestic issuers that qualify for follow-on offerings of equity or debt securities.
Shelf Registration An eligible corporation can register the maximum amount of securities it intends to issue in the upcoming 3-year period.
Rule 102 governs the activities of issuers and selling securities holders from bidding for or purchasing the "covered securities" or "reference securities" during the 1 or 5 day restricted period.
Eastern Agreement Under an Eastern Agreement, each member of the syndicate is severally and jointly responsible for the underwriting according to their fixed participation percentage (undivided).
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