1. __________ is a purchase of a dissident shareholder’s stock by the issuer at a premium over market, often in exchange for a standstill agreement, whereby the shareholder agrees not to commence a tender offer or proxy contest or to buy additional shares of the issuer for a period of time.

Greenmail

A freeze out

Choice agreement

Equitable agreement

2. Which of the following was the result at the U.S. Supreme Court level in SEC v. Edwards, the case in the text involving sales of interests in pay telephones and the issue of whether a money making scheme falls outside the definition of an investment contract because the promised rate of return is fixed rather than variable?

That entitlement to a fixed rate of return did not prevent the arrangement from being an investment contract.

That entitlement to a fixed rate of return prevented the arrangement from being an investment contract.

That entitlement to a fixed rate of return did not prevent the arrangement from being an investment contract, but only because the underlying company went into bankruptcy.

That entitlement to a fixed rate of return prevented the arrangement from being an investment contract, but only because the underlying company went into bankruptcy.

3. Assuming Rule 504 of Regulation D otherwise applies, it exempts offerings of up to ____ within a ____ period, and there may be ____ purchasers.

$2 million; six-month; up to 100

$500,000; two-year; up to 500

$1 million; twelve-month; an unlimited number of

$100,000; three-month; up to 50

4. Under Section 13, any person acquiring beneficial ownership of more than ____ of the equity shares of a reporting company must file a Schedule 13D providing information regarding the acquisition within ten days after crossing the designated ownership mark.

3%

5%

25%

51%