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184 Cards in this Set

  • Front
  • Back
A PERSON is a(n):

1)
2)
3)
4)
1) Individual
2) Corporation
3) Partnership
4) Association
Any person directly or indirectly controlling the issuer or under direct or indirect common control with the issuer:
Controlling person
Any person who engages either for all or part of his or her time, directly or indirectly, as agent, broker, or principal in the business of offering, buying, selling, or otherwise dealing or trading in securities issued by another:
Dealer
A 5%-or-less owner who is an officer or direct could be a(n) _____.
Controlling person
Directors and officers of the issuer and every person who is directly or indirectly the beneficial owner of more than 10% of any class of an equity security that is registered pursuant to the 1934 Act:
Insider
What are the 3 factors indicating control?
1. Stock ownership
2. Actual control
3. Practical control
Under the 1933 Act, the SEC is empowered to seek _____ commanding any person to comply with the provisions of the Act or any rules promulgated under the Act.
Writs of mandamus
Trade or commerce in securities or any transportation or communication relating thereto among or between the states and territories of the United States, or between those states and territories and foreign countries:
Interstate commerce
A _____ owner who is an officer or direct could be a controlling person.
5%-or-less
Exemptions from federal laws ARE/ARE NOT exemptions from state laws.
ARE NOT
The 1933 Act specifically prohibits what 3 things?
1) Using any device, scheme, or artifice to defraud.
2) Obtaining money or property by means of an untrue statement or omission of material fact.
3) Engaging in any transaction or practice that would operate as a fraud or deceit on the purchaser.
Insiders include directors and officers of the issuer and every person who is directly or indirectly the beneficial owner of _____ of any class of an equity security that is registered pursuant to the 1934 Act:
More than 10%
Laws that regulate the offer and sale of securities within the geographical borders and residents of the state:
Blue Sky laws (issuers must comply w/both the state and the SEC)
$$ Amount

Rule 504:
Rule 505:
Rule 506:
Rule 504: Up to $1 million
Rule 505: Up to $5 million
Rule 506: Unlimited
Securities received in a private offering (i.e. securities sold pursuant to Reg. D):
Restricted securities
The registration statement must include what 4 pieces of information?
1) Names and addresses of the issuer, directors, controlling persons, and underwriters.
2) The percentage amount of securities under the control of individual direct or controlling persons.
3) Financial information (no more than 90 days old).
4) Material facts.
_____ securities may not be resold unless they are registered or they are exempted from registration.
Restricted
Applies To

Rule 504:
Rule 505:
Rule 506:
Rule 504: nonpublic
Rule 505: nonpublic and public
Rule 506: nonpublic and public
Securities sold by controlling persons:
Controlled securities
What delays the effective date in order to allow the SEC to further review the security?
Refusal order
Time Period

Rule 504:
Rule 505:
Rule 506:
Rule 504: 12 months
Rule 505: 12 months
Rule 506: No time limit
TRUE/FALSE

The seller must file a notice with the SEC of his or her intention to sell the restricted securities.
TRUE
Unless it is subjected to an SEC refusal or stop order, a registration statement becomes effective how many days after filing?
20 days
The SEC must issue a _____ within 10 days after the filing.
Refusal order
The SEC must issue a refusal order within _____ after the filing.
10 days
A general offer to all shareholders of a class of securities to purchase their shares for cash at a specified price, which ordinarily is higher than the prevailing market price:
Tender offer
Federal securities class-action lawsuits involving _____ must be filed in federal courts, rather than in state courts under state law.
50 or more parties
Federal securities class-action lawsuits involving 50 or more parties must be filed in _____.
Federal courts
An authorization from a shareholder to vote on his or her shares:
Proxy
What forms must be filed within 90 days?
Form 10-K (annually)
Unaudited reports must be filed quarterly w/in _____ of the close of that quarter.
45 days
What forms must be filed within 45 days?
Form 10-Q (quarterly)
Every issuer registered under the 1934 Act must file annual reports w/the SEC for each fiscal year w/in _____ of the close of that fiscal year.
90 days
A proxy statement must contain what 4 things?
1. Statement as to whether or not the proxy is revocable.
2. Identity of the person making the solicitation and a statement of his interest in any matter to be acted upon.
3. Information relevant to voting for new directors.
4. List of matters to be acted upon and whether they are proposed by the management or a security holder.
Subject to several exemptions, before any proxy may be solicited, each person contacted must be furnished with a(n) _____.
Written proxy statement
(TRUE/FALSE)

Most workers’ compensation laws do not extend coverage to minors.
FALSE

Most DO extend coverage to minors
Benefits under workers’ compensation laws fall into what 4 categories?
1. Cash benefits
2. Medical benefits
3. Death benefits
4. Rehabilitation benefits
Employees are required to notify their employer within _____ of any injury.
30 days
Who is NOT protected by the Age Discrimination in Employment Act?
Bona fide executives and high policy making employees
Agreements between DISTRIBUTORS AND RETAILERS IN THE SAME DISTRIBUTION CHAIN who determine the price of goods or services:
Vertical price fixing
The Age Discrimination in Employment Act protects workers ages:
40 or older
An agreement among producers or sellers to raise or maintain the price at a certain level as to impede free enterprise:
Price fixing
All HORIZONTAL/VERTICAL price fixing agreements are per se unlawful.
HORIZONTAL
Protects workers, age 40 or older, from discrimination in hiring, firing, compensating, and other employment-related processes, on the basis of age:
The Age Discrimination in Employment Act
(TRUE/FALSE)

All horizontal price fixing agreements are per se lawful.
FALSE - all are per se unlawful
How long do employees have to file their workers' compensation claims with the appropriate state authority?
60 days to 2 years
A company’s acquisition of a company at DIFFERENT levels of the distribution chain (supplier or customer):
Vertical merger
In some states, the failure of the employee to file a workers' comp claim on time will _____.


In other states, the failure of the employee to file a workers' comp claim on time will bar the claim only if _____.
Bar his or her recovery.


The delay has been prejudicial to the employer.
A company’s acquisition of a company at the SAME distribution level (competitor):
Horizontal merger
An employer who rejects the elective statute loses what 3 common law defenses?
1. Assumption of risk
2. Negligence of fellow employees
3. Contributory negligence
The remedy generally provided by workers’ compensation laws DOES REQUIRE/DOES NOT REQUIRE a finding of fault.
DOES NOT REQUIRE
_____ workers’ compensation statutes permit the employer to either accept or reject the provisions of the statute.
Elective
What are the 4 objectives of workers’ compensation laws?
1) Prompt benefits
2) Single remedy
3) Burden on industry
4) Encourage safety
An employer who rejects the _____ statute loses the three common law defenses – assumption of risk, negligence of fellow employees, and contributory negligence.
Elective
(TRUE/FALSE)

Self-employed persons are not covered under the Social Security Act.
FALSE - they ARE covered
To be under the Social Security Act, a person must:

1.
2.
3.
1. Be an employee
2. Perform employment
3. Receive wages
_____ were enacted to enable employees to recover for injuries regardless of negligence.
Workers’ compensation statutes
_____ does not require employers to set up a pension plan for their employees, but it does set standards that employers must follow if they choose to implement a plan.
Employee Retirement Income Security Act (ERISA)
“A to B, so long as she shall continue to farm Blackacre.”
Fee simple determinable
Agreements between SELLERS AT THE SAME LEVEL who determine the price of goods or services:
Horizontal price fixing
EVERY state in the country has some form of _____ laws.
Workers’ compensation
What happens if an employee’s recovery exceeds the benefits paid to him by the employer?
The employee may keep the excess
“A to B, but if B shall ever use Blackacre other than as a farm…”
Fee simple subject to a condition subsequent
A(n) _____ is an estate limited in duration to the life of some particular person specified in the deed. This person may be referred to as the _____.
Life estate; Measuring life
What are the 5 classifications of future interests?
(PERRR)

1. Possibility of reversion
2. Executor interest
3. Reversion
4. Reentry
5. Remainder
A _____ interest is freely alienable.
Reversion
The future interest created in a third-person transferee which otherwise would be a reversion is a _____.
Remainder
The right a wife has in her husband’s property:
Dower
The one-half interest each spouse has in all property acquired during their relationship from earnings or investment of community property:
Community property
The right of a surviving spouse to an absolute share of all the decedent’s property owned by the decedent at his or her death:
Statutory forced share
A _____ may be created by words such as “so long as,” “until,” or while."
Fee simple determinable
A _____ is created by words such as “but if,” “upon the condition that,” or “provided, however.”
Fee simple subject to a condition subsequent
The proxy statement must be filed with the SEC at least how many days before it is can be sent to the shareholders?
At least 10 days
When must employee contributions to the pension plan vest?
Immediately
When must an employee’s rights to his employer’s contributions vest?
After 5 years of employment
A person whose performance is subject to the control of an employer:
Employee
If an employee accepts the benefits of the workers’ compensation laws, he or she is then barred from doing what?
Suing the employer for damages
An employer's control extends not only to the _____, but also to the _____.
Result; means by which the result was accomplished
What happens if an employee's injuries are caused by third party's negligence?
The employee IS ALLOWED to sue the third party for damages; however, if the employee does obtain damages, the employer is entitled to compensation for the benefits paid to the employee
All workers’ compensation laws are _____, since the loss of these defenses seriously impairs an employer’s overall legal defense when an employee sues for damages.
Compulsory (i.e. required)
What is the deadline to file a report after a change in auditor, newly appointed officers, the resignation of a director, bankruptcy, default of a debt instrument, or a sale of assets not in the ordinary course of business?
4 days (Form 8-K)
If more shares are tendered than the offeror is willing to purchase, the offeror must:
Purchase shares from each shareholder on a pro rata basis
In no event may an action be brought later than _____ after the security was offered in good faith to the public.
3 years
In most instances, an action must be brought within _____ of the discovery of an untruth or omission or _____ after the discovery should have been made by the exercise of due diligence.
1 year; 1 year
The SEC may issue a(n) _____ only when there are material deficiencies in the registration statement and only after a hearing with notice.
Stop order
Workers' compensation is a(n) __________ remedy.
Exclusive
The laws of most states permit employers to purchase insurance from either _____ or _____.
A private insurance company; a competitive state fund
What 3 estates can be created by operation of law?
1. Dower
2. Statutory Forced Share
3. Community Property
The interest left in the grantor when he or she conveys away less than the entire estate:
Reversion
The workers’ compensation laws in the various states are fairly _____ in the scope of their coverage.
Uniform
The SEC may issue a(n) _____, which has the same effect as a refusal, at any time.
Stop order
The SEC may issue a stop order, which has the same effect as a ____, at any time.
Refusal
What prohibits contracts, combinations, and conspiracies that restrain trade and monopolization (including attempts and conspiracies to monopolize)?
Sherman Antitrust Act
Land and generally whatever is erected, growing upon, or affixed in a permanent or semipermanent manner to the land, and includes the air above the land:
Real Property
Established by presidential executive order, and authorized to enforce all laws whose design is to protect the environment; may use both civil and criminal prosecution:
Environmental Protection Agency (EPA)
Everything that is the subject of ownership and not real property:
Personal Property
Created by the 1934 Act to administer all federal security law, which includes those provided in both the 1933 and 1934 Acts, etc. Composed of 5 commissioners appointed by the president;
Securities and Exchange Commission (SEC)
Coverage under the Social Security Act IS/IS NOT mandatory.
IS
_____ may be properly transferred from the holder to another person.
Alienable right or interest
An aggregate of rights that are guaranteed and protected by law:
Property
An offer usually contingent on the tender of sufficient shares to ensure takeover:
Tender offer
An interest in property where the right to possession is postponed until some future time:
Future interest
The future interest left to the grantor when he or she conveys a fee simple subject to a condition subsequent:
Right of reentry
An estate which automatically terminates upon the occurrence of a particular event. If and when the specified event occurs, the land automatically reverts to the grantor:
Fee simple determinable
If O (the owner of Blackacre in fee simple) conveys Blackacre to A for life, A has a _____, and O has a _____.
Life estate; reversion
An estate which automatically terminates upon the occurrence of a particular event. However, the estate transfers to a third person and not the grantor or the heirs:
Fee simple subject to an executory interest
In Louisiana, some small farms are excluded from the _____.
Mandatory workers’ compensation act
An estate of potential infinite duration ("to A and his heirs"):
Fee simple absolute
The conditional reversionary interest which is left in the grantor after her/his conveyance of a fee simple determinable is a(n):
Possibility of reverter
What employees are included under the coverage of the Social Security Act?
Part-time and full-time
Amounts received under state workers' compensation acts ARE/ARE NOT fully excludable from taxable income.
ARE
Can corporate officers and directors qualify as "employees" under the Social Security Act?
Sometimes, depending upon the services they perform and the remuneration they receive
What persons are NOT included under the coverage of the Social Security Act?
Partners, independent contractors, and self-employed persons are NOT covered since they are not “employees.” (They are treated as self-employed persons)
A __________ is a right of possession that returns to the grantor after the expiration of a limited or contingent estate.
Reversion
What are the 3 types of freehold estates?
(1) fee simple absolute
(2) fee simple defeasible
(3) life estate
A life estate may be either for the _____ or the _____.
Life of grantee; Life of another ("pour autre vie")
O dedicates land “to be used as a public park.” If several years later, the land ceases to be used as a park, then O’s heirs would be entitled to the land. This is known as:
Possibility of reverter
Due Diligence Defense

No person, other than the issuer, shall be liable when he can prove the following 4 things:
a) Before the effective date of the statement, he resigned or advised that he planned to resign.
b) In regard to any part of the statement not purporting to be made on the authority of an expert, he had reasonable grounds to believe the statement to be true and w/out material omissions.
c) In regard to any part of the statement made upon his authority as an expert, he had reasonable grounds to believe the statement to be true and w/out material omissions.
d) In regard to any part of the statement purporting to be made upon the authority of an expert other than himself, there were no reasonable grounds to believe that the statement was untrue or contained material omissions.
O “to A and his heirs until B marries.”

What kind of estate does A have?
What kind of estate does Ohave?
A - Fee simple determinable
O- Possibility of reverter
Oscar, who owns Blackacre in fee simple absolute, conveys Blackacre to “Charlie and his heirs.” Charlie has a:
Fee simple absolute
Marilyn wills her summer house to her son Brian "for life and on Brian's death to Carla (his daughter)." Brian then conveys his interest to Danielle. What does Carla own?
A remainder (remainders may be either vested or contingent)
What interest in real property generally gives the holder of that interest the right to sell the property?
Fee simple
Give an example of property that can be considered either personal property or real property:
Growing crops
A is the grantee and B is the measuring life of the estate.

What happens if A dies before B?
The estate will move down to A's heirs; A’s heirs own the estate until B dies
O conveys to A for life, then to the future children of B.

What happens when B has children of her own?
The contingent remainder will vest as soon as B has her first child (unascertained person)
It is unlawful for any person, by use of interstate commerce, the mails, or any facility of national security exchange, to:
Solicit proxies from unregistered holders of securities
An aggregate of rights that are guaranteed and protected by law:
Property
The essence of property is _____.
Exclusive ownership
An agreement or cooperative effort or interest by two or more entities that affects or restrains their competitors:
Antitrust
A purchaser who, without actual or constructive notice of any prior interest in a piece of property, pays value for an interest in such property:
Subsequent Bona Fide Purchaser
A policy that does not stipulate the value of the property; instead, only a maximum liability is specified:
Open policy
What are the 4 requirements for adverse possession?
1. Open & notorious
2. Continuous & exclusive
3. Adverse
4. Claim of right
If the tenant holds over after the expiration of the tenancy term without the consent of the landlord, there is a tenancy _____.
At Sufferance
A policy that specifies the insurer’s maximum liability for the destruction of each individual item:
Specific policy
A policy under which several items are insured and a maximum overall liability is stipulated:
Blanket policy
A policy that stipulates the value of the insured property; upon total destruction, this value is conclusive unless the insurer can show fraud:
Valued policy
A transfer by the grantor of all his or her interest in the land, whatever it might be:
Quitclaim deed
A policy that covers constantly changing property such as inventory or stock:
Floating policy
The right of the insurer, upon paying the loss, to recover from some third person who actually caused the loss:
Subrogation
When the insurance company “stands in the shoes” of the insured in order to recover from the person who is legally liable for the loss:
Subrogation
What allows the mortgagor to retain the property even after foreclosure, but before the foreclosure sale, by paying the amount due plus interest and any other costs?
Right of redemption
At what time is the insured required to have insurable interests?
Only at the time of loss
Who has the right of redemption?
Mortgagor
In what 3 instances does the lessor have a right to terminate a tenant?
1. Surrender
2. Abandonment
3. Illegal use
The landlord IS NOT liable for _____. However, the landlord IS liable when _____.
IS NOT - injuries caused by the negligent acts of the tenant

IS - the tenant’s use of the premises is inherently dangerous
Any question about the meaning of any terms or conditions used in the policy will be resolved in favor of _____.
The insured
Any ambiguities in the contract or policy are construed against whom?
The insurer
What happens if a grantee takes subject to the mortgage?
He does not assume any personal liability for it
What happens if a grantee expressly assumes the mortgage?
He becomes personally liable for it
What 5 covenants may be expressed or implied in a deed?
(SQWAF)

Covenant of:
1. seizen
2. quiet enjoyment
3. warranty forever
4. against encumbrances
5. further assurance
The landlord’s breach of the _____ entitles the tenant to terminate.
Covenant of habitability
There is no effective transfer of an interest in land until the grantor has:
Delivered the deed or writing
The grantor will forever warrant title to the property:
Covenant of warranty forever
The grantor promises that there are no existing encumbrances on the title to the property:
Covenant against encumbrances
The grantor warrants that he or she owns the property and has a right to convey it:
Covenant of seizen
In rare instances, the courts will enforce a(n) _____ contract.
Oral
There is NO requirement that a transfer of land be supported by _____.
Consideration
What does the Statute of Frauds require of contracts for the sale of real property?
They MUST be in writing
A deed DOES NOT have to contain a:
Statement of the consideration
What is the only purpose of recording statutes?
To put subsequent purchasers on notice
The grantor will execute or obtain any further documents or assurances necessary to perfect the title:
Covenant of further assurance
Insurance contracts ARE/ARE NOT required by the Statute of Frauds to be in writing.
ARE NOT (but most states have enacted statutes requiring them to be in writing)
What will happen if A slips and falls while walking up the stairs in B’s home?
B’s liability insurance will pay for A’s injuries
The grantee will not be disturbed in his or her possession of the property by the grantor or some third party’s lawful claim of ownership:
Covenant of quiet enjoyment
Proceeds is defined so as to include _____.
Insurance proceeds
A landlord CAN/CANNOT seize a tenant’s personal property as security for the unpaid rent.
CAN (i.e. landlord lien)
Once a deed is filed, it is then...
Open to the public in order to put all persons on notice of the owner’s interest in the property
Article 9 of the UCC provides that secured creditors automatically have:
A security in proceeds
A is negligently driving his car and accidentally injures B. Although A is at “fault,” because the accident was unintentional...
A’s liability insurance will pay for the damages to B and B’s property
Who is not personally liable for the rent?
Sublessee
Why aren't sublessees held personally liable for rent?
Because they do not come into privity of estate with the lessor
The landlord’s breach of the covenant of _____, by actual or constructive eviction, terminates the lease as a matter of law.
Quiet enjoyment
The sublessee IS/IS NOT personally liable for the rent.
IS NOT
The modern trend is to impose liability on the landlord for...
Any injuries resulting from unsafe conditions on the premises
What 3 remedies does the seller have if a breach occurs?
1) specific performance
2) damages
3) liquidated damages
A _____ occurs when the tenant leases less than the entire premises or leases all the property for less than the full term of the lease
Sublease
If a seller chooses to sue for damages, he is entitled to...
The difference between the contract price and the current market price
If the tenant retains a reversionary interest, the tenant has _____.
Subleased the estate
If the insurer has knowledge that the insured has made a misrepresentation or breached a warranty, but, nevertheless, elects to issue the policy or allow the policy to remain in effect in spite of the misrepresentation, the insurer then has...
Waived the fraud defense
What are the 3 recording statutes?
1) Race-Notice
2) Notice
3) Race
What statute will protect a subsequent bona fide purchaser, regardless of whether or not he records against prior unrecorded parties in interest?
Notice
What happens if the insurer waives his fraud defense?
He is then estopped from asserting that defense and must perform his obligations under the contract
Recording statute in which the first party to record prevails:
Race
Once he or she records a(n) _____, a subsequent bona fide purchaser is protected against any prior unrecorded parties in interest.
Race-Notice