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Question
In the Ninth Circuit Court of Appeals decision on SEC v. Murphy, all of the following were considerations in determining an offering to be a private placement except:
a. there must be an arm's length relationship between the issuer of the security and the prospective purchaser
b. the number of offerees must be limited
c. the size and the manner of the offering must not indicate widespread solicitation
d. the offerees must be sophisticated
Answer
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Related questions
Q:
Regulation A issuers are allowed to "test the waters" before preparing the offering circular (unlike almost all other security offerings).
a. True
b. False
Q:
True-False Questions for Appendix BRule 502 of Regulation D focuses, in part, on resale restrictions imposed on privately placed securities.a. Trueb. False
Q:
Which of the following is not a characteristic of Regulation A?
a. an offering is limited to $50 million
b. the number of offerees or investors is limited to 35
c. the offering is a public offering
d. the securities issued can generally be freely resold
Q:
Which SEC regulation took effect in 1982 and provides the basis for safe harbor as a private placement?
a. Regulation A
b. Regulation B
c. Regulation C
d. Regulation D
Q:
The two basic types of exemptions from having to register securities with the SEC are security and transaction exemptions.
a. True
b. False
Q:
According to the Investment Advisers Act of 1940, a bank would not be classified as an "investment adviser."
a. True
b. False
Q:
The typical business organization for a venture in its rapid-growth stage is a partnership or LLC.
a. True
b. False
Q:
The JOBS Act of 2012 created several important changes in Rule 506 of Regulation D and the expanded version of a Regulation A-like offering.a. Trueb. False
Q:
In SEC v. Ralston Purina (1953), the U.S. Supreme Court took an important step toward defining a public offering for the purposes of Section 4(2) of the Securities Act of 1933.
a. True
b. False
Q:
The Investment Company Act of 1940 defines investment companies and excludes them from using some of the registration exemptions originating in the 1933 Act.
a. True
b. False
Q:
Which of the following venture life cycle stages would involve seasoned financing rather than venture financing?a. development stageb. startup stagec. rapid-growth staged. early-maturity stage
Q:
A venture's riskiness in terms of possible poor performance or failure would be considered to be very high in which of the following life cycle stages?
a. startup stage
b. survival stage
c. rapid-growth stage
d. early-maturity stage
Q:
A call option is the obligation to purchase a specific asset at a predetermined price.
a. True
b. False
Q:
Registration rights embedded in a venture's securities grant certain classes of shareholders the right, under certain circumstances, to have their securities registered with the SEC.
a. True
b. False
Q:
In which of the following credit programs does the SBA borrow money to be lent to Small Business Investment Companies (SBICs) and guarantee payment to investors?
a. 7(a) loan
b. CDC/504 loan
c. microloan
d. venture capital loan
Q:
Which of the following types of crowdfunding involves soliciting funds from a large number of small investors in exchange for an equity position in the venture requesting the funding?
a. debt crowdfunding
b. equity crowdfunding
c. rewards-based crowdfunding
d. asset incentive crowdfunding
Q:
Arranging for partial ownership as a component of the expected return to a lessor is known as:
a. venture leasing
b. capital leasing
c. investment leasing
d. direct public leasing
Q:
In which of the following credit programs does the SBA approve a loan and guarantee up to 85% of loan value?
a. 7(a) loan
b. CDC/504 loan
c. microloan
d. venture capital loan
Q:
Which of the following is not a source of debt funding for a startup firm?
a. accounts payable
b. vendor financing
c. factoring
d. leasing
Q:
Commercial banks, credit unions, and/or financial services firms are lenders in which of the following SBA credit programs?
a. 7(a) loan
b. CDC/504 loan
c. microloan
d. venture capital loan
Q:
Personal credit cards have proven to be a source of financing for startup firms for all of the following reasons except:
a. credit card debt is not based on the firm's ability to repay, but rather the individual cardholder's ability to repay
b. teaser rates afford initial low cost borrowing
c. balance transfers occur at below-prime rates
d. credit card debt can create problems if the firm doesn't generate cash flows to cover credit card payments once low introductory rates expire
Q:
The Small Business Administration was created by an act of Congress in 2003.a. Trueb. False
Q:
Indirect public offerings have recently become a serious challenge to traditional venture capital firms.
a. True
b. False
Q:
The returns to venture bank lenders are generated solely from interest payments made by borrowers plus the return of the loan principal.
a. True
b. False
Q:
Microloans in the SBA credit program are intended for very small businesses with a maximum amount of $50,000 to be used for general business needs.
a. True
b. False
Q:
Warrants allow lenders to buy equity at a specified price.
a. True
b. False
Q:
Which of the following is the smallest percentage supplier of venture capital?
a. financial and insurance
b. public pension funds
c. endowments and foundations
d. funds of funds
Q:
The beginning of professional venture capitalists is considered to have begun with the establishment or formation of:
a. the Small Business Administration
b. Small Business Investment Companies
c. the American Research and Development organization
d. the Professional Venture Capitalists organization
Q:
In a syndicate of venture investors, the investor who is responsible for governing the process of due diligence is:
a. the primary investor
b. the lead investor
c. a small group of secondary investors
d. none of these choices; it is a democratic process that is shared by all investors in the group
Q:
When screening possible investments, a venture capital firm might issue a SLOR, which stands for:
a. "standard letter of rejection"
b. "standing letter of reconciliation"
c. "standard letter of reassessment"
d. "senior letter of reference"