-A "private placement" involves no public offering and is exempt from registration.

1. True
2. False

-If a lawyer were being held liable for a misstatement in a registration statement, her defense(s) would be:

1. a.she was only following directions.
2. b.she had reasonable grounds to believe, and did believe, her information was true.
3. c.she was under duress of a threat of loss of her job if she did not agree with the statement.
4. d.None of these would be valid defenses.

-A defense to an action based on untrue statements contained in a registration statement is:

1. a.reasonable diligence.
2. b.constructive disclosure.
3. c.due diligence.
4. d.innocent mistake.

-The Securities Enforcement Remedies and Penny Stock Reform Act of 1990 gives the SEC power to issue cease and desist orders and to impose criminal fines up to $1 million.

1. True
2. False