Question

The directors of a company decide to offer shares of the company from the company's unissued stock directly to company employees. The proceeds of the sale go to the company, but the directors take a commission from the employees on these sales. Which of the following statements are true except:
I This is a non-issuer transaction
II The directors are defined as agents of the issuer
III The directors must be registered
IV The securities must be registered

A. I and II only
B. III and IV only
C. II, III, IV
D. I, II, III, IV

Answer 1

Answer:

C. II, III, IV

Explanation:

The directors are defined as agents of the issuer and must be registered. Also, the securities must be registered as well.

Therefore, this is an issuer transaction because the shares are being issued directly by the company and the proceeds goes to the issuer. The directors are agents of the issuer and must be registered. An agent effects securities transactions for both broker-dealer or an issuer.

Answer 2

Answer:

I This is a non-issuer transaction ⇒ FALSE, THE REST ARE TRUE.

Explanation:

The company is issuing these stocks, they are not stocks held in treasury, so this must be considered an issuer transaction. Since the directors are charging a commission they are defined as agents, and all agents must be registered. Since these are new stocks they must be registered as all new stocks are.