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Index
About the Series 79 Exam
Taking the Series 79 Exam
How to Prepare for the Series 79 Exam
What Type of Transactions May a Series 79 Investment Banking Representative Engage In ?
What Score Is NEEDED to Pass the Exam?
Are There Any Prerequisites for the Series 79?
How Do I Schedule an Exam?
What Must I Take to the Exam Center?
How Soon Will I Receive Results of the Exam?
About This Book
About the Test Bank
About The Securities Institute of America
Chapter 1
Equity and Debt Securities
What Is a Security?
Common Stock
Preferred Stock
Types of Dividends
Rights
Warrants
Options
Futures and Forwards
American Depositary Receipts (ADRs)/American Depositary Shares (ADSs)
General partnership
Grantor Trust
Joint venture
Limited Liability Company
Limited Liability Partnership
Limited Partnership
General Partner
Limited Partner
Master limited partnership
Subchapter S Corporation
Debt Securities/Bonds
Institutional investors and Investment Strategies
Delta Neutral / Market Neutral
Short Sales
High Frequency and Algorithmic Trading
Momentum Trading
Arbitrage
Broker Dealer Operations
Pretest
Chapter 2
SEC Reporting, Rules and Regulations
The Securities Exchange Act of 1934
The Securities and Exchange Commission (SEC)
Proxies
Preliminary and Special Proxies
Extension of Credit
Trading Suspensions
SEC Reporting
Rule 135 and Rule 165\
SEC Form 13D, 13G and 13F
The Insider Trading and Securities Fraud Enforcement Act of 1988
Firewall
THE TRUST INDENTURE ACT OF 1939
Sarbanes-Oxley Act
SEC Regulation S-K
SEC Regulation M-A
The Hart-Scott-Rodino Act
FINRA Rule 5150 (Fairness Opinion)
SEC Regulation S-X
Audit Committee
Pretest
Chapter 3
Mergers and Acquisitions
Mergers and acquisitions / M&A
Sellers and sell-side bankers
Buyers and buy-side bankers
Strategic Buyers and Financial buyers
Management-led buyout
Bilateral Negotiation
Public and controlled auctions
The Auction Process
identifying prospective buyers
Developing the business profile
Drafting confidentiality agreements
Compiling the confidential information memorandum (CIM)
Creating the bidding procedure letter
Creating the data room
Accepting indications of Interest
Delivering management presentations
Bid evaluation
Receiving letters of intent
Distributing a final bid letter
Receiving final bids
Selecting the final buyer
Executing definitive purchase agreement
Obtaining a Fairness Opinion
Closing of the acquisition
Other M & A Transactions
Reverse mergers
Consolidations
Forward triangular mergers
Reverse triangular merger
Split offs
Spin offs
Valuation
The structure of the transaction
Cash and Stock Transactions
International Implications
Protective Measures and Takeover Defenses
Chapter 3
Pretest
Chapter 4
Tender Offers, and Financial Restructuring
Tender Offers
Issuers Buybacks and Going Private Transactions
The Two Step Merger
Financial restructuring
Filing Chapter 11 Bankruptcy
Estate Operation and Payment Priorities
Filing Chapter 7 Bankruptcy
Distressed Asset Sales
Chapter 4
Pretest
Chapter 5
Issuing Corporate Securities
The Prospectus
The Final Prospectus
Free Writing Prospectus
Providing the Prospectus to Aftermarket Purchasers
SEC Disclaimer
Misrepresentations
Tombstone Ads
Free Riding and Withholding/FINRA Rule 5130
Underwriting Corporate Securities
Types of Underwriting Commitments
Types of Offerings
Awarding the Issue
The Underwriting Syndicate
Selling Group
Underwriter’s Compensation
Underwriting Spread
Factors That Determine the Size of the Underwriting Spread
Review of Underwriting Agreements by FINRA
Underwriter’s Compensation
Unreasonable Compensation
Offering of Securities by FINRA Members and Other Conflicts
Syndicate Operations
Syndicate Short Positions
Exempt Securities
Exempt Transactions
Broker Transactions Under Rule 144
Registration Rights and Lock up Agreements
Crowdfunding
Rule 147 Intrastate Offering
Research Reports
Rule 137 Nonparticipants
Rule 138 Nonequivalent Securities
Rule 139 Issuing Research Reports
Rule 415 Shelf Registration
SEC Rule 405
ADDITIONAL COMMUNICATION RULES
DPP Roll-UP Transactions
Nasdaq Listing Standards
Listing Requirements for the NYSE
Market Making During Syndication
Regulation M, Rule 101
Penalty Bids
Regulation M, Rule 102
Regulation M, Rule 103
Passive Market Makers’ Daily Purchase Limit
Regulation M, Rule 104
Regulation M, Rule 105
Chapter 5
Pretest
Issuing Corporate Securities
Chapter 6
Financial Analysis
GAAP Accounting and Reporting
Balance Sheet
Capitalization
Changes in the Balance Sheet
The Income Statement
Statement of cash flows
The Impact of Converting Bonds
Refunding Debt
Stock Splits and Stock Dividends
Retained earnings
Pro Forma Financial Statements
Inventory Valuation and Accounting
comparative financial analysis
Accounting Challenges
Deferred Tax Issues
Depreciation and amortization
Fixed and variable costs
Restructuring charges
Market Capitalization
Pretest
Chapter 7
Valuation
Price to Earnings Valuation
Earnings Yield
PEG Ratio
Enterprise value
Free Cash flow
Price to free cash flow
Price to Book
Price to sales
Weighted average cost of capital
Levered and Unlevered Beta
Cost of Equity Based on Issuance of New Common Shares
Cost of Equity Based on Retained Earnings
Dividend Valuation Models
Sum of the Parts (SOTP) Valuation
Discounted Cash flow
Economic Value Added
Pretest
Chapter 8
M & A Analysis
How to Determine the Offering Price In M & A
Accretive and Dilutive Transactions
Cash and stock transactions
Determining the Combined Enterprise Value
How to build An LBO Model
Employee Stock Options
The Creation of Goodwill
Cross Border Complications
Pretest
Answer Keys
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