SEC Announces Major Revisions to Registration Exemptions Aimed at “Harmonizing” Regulation A Offerings, Regulation D Private Placements, and Crowdfunding

On November 2, the SEC announced a collection of rule changes meant to, in the announcement’s words, “harmonize, simplify, and improve” its “overly complex exempt offering framework.” Continue reading

On November 2, the SEC announced a collection of rule changes meant to, in the announcement’s words, “harmonize, simplify, and improve” its “overly complex exempt offering framework.” The changes affect Regulation A, which governs small public offerings; Regulation D, which governs private placements; and Regulation CF, which governs crowdfunding. This system of exemptions allows various small offerings to avoid the normal registration process required by the Securities Act.  
 
The rule changes should provide a clearer choice as to which exemption is most appropriate to an issuer, based on how much the issuer needs to raise and other factors.
 
The changes also seek to clarify how issuers can avoid “integration” of exempt offerings. Integration is the risk that exempt offerings will be considered a single offering by the SEC, because the offerings are too similar.
 
Highlights of the changes include:
 
  • If two exempt offerings are conducted more than 30 days apart, they are almost always protected from integration.
  • An issuer can “test the waters” with potential investors before deciding which exemption it will use for an offering. Test-the-waters communications solicit interest in a potential offering before the issuer has filed anything with the SEC. Previously, an issuer could only test the waters after deciding that its potential offering would take place under Regulation A.
  • Caps on the amount that may be raised through these exemptions have been increased:
    • Crowdfunding: from $1.07 million to $5 million
    • Regulation A, Tier 2: from $50 million to $75 million 
    • Regulation D, Rule 504: from $5 million to $10 million
  • Make “bad actor” exclusions more consistent across different exemptions.
The rule changes will take effect early next year. Until the changes take effect, securities exam questions will continue to be based on the old rules. FINRA Exams affected by these rule changes include the SIE, Series 6, Series 7, Series 14, Series 22, Series 24, Series 65, Series 66, Series 79, and Series 82.

New Solomon Exam Prep feature offers Accommodations for Securities Exam Test Takers

Solomon Exam Prep is excited to announce a new feature available to those who require special accommodations from FINRA. Learning disabilities and impairments should never stand in the way of achieving goals Continue reading

Solomon Exam Prep is excited to announce a new feature available to those who require special accommodations from FINRA. Learning disabilities and impairments should never stand in the way of achieving goals, such as passing securities licensing exams. FINRA, in compliance with provisions of the Americans with Disabilities Act (ADA), provide accommodations to support individuals who require certain aids to take their exam.

Accommodations are testing modifications made to exams for individuals with disabilities or learning impairments, which limit one’s ability to take the exam. Where possible, FINRA will make arrangements to facilitate the individual’s needs. These modifications might include additional administration time, a reader or recorder, large print exam booklet, or a private testing room.

In an effort to acknowledge these learning challenges faced by many students, Solomon Exam Prep has introduced an option to allow extra exam time. This will allow Solomon students time and a half while taking timed practice exams in the Solomon Exam Simulator, thereby mirroring what the student’s actual exam will be like with these accommodations.

Solomon Exam Prep is invested in best preparing students for their securities licensing exams. If you think that this feature would be helpful to you in your studies, or if you already have FINRA accommodation approval, please contact Solomon Exam Prep to have this new accommodations feature enabled for your Exam Simulator.

Extra exam administration time is provided by FINRA on a case-by-case basis. Test candidates who wish to request accommodations must submit the appropriate forms to FINRA. For more information, visit the FINRA website here.

Solomon Exam Prep is committed to helping all students pass their securities licensing exams.  

November Study Question of the Month

This month’s study question from the Solomon Online Exam Simulator question database is now available. Continue reading

This month’s study question from the Solomon Online Exam Simulator question database is now available.

***Comment below or submit your answer to info@solomonexamprep.com to be entered to win a $20 Starbucks gift card.***

This question is relevant for the SIE and Series 7, 14, 24, 26, 27, 28, 51, 53, 65, 66, and 99 exams.

Question:

Which situation would a CTR need to be filed?

Answer Choices:

A. When a customer regularly, but on different days, deposits $9,900 into their account in cash.

B. When a person deposits checks for $11,000 every week.

C. A customer withdraws $10,500 from their account in cash.

D. A customer makes a $20,000 Venmo transaction.

Solomon partners with Claflin University & Lincoln Financial Advisors to offer SIE class

Solomon Exam Prep is delighted to announce a partnership with Claflin University and Lincoln Financial Advisors. Continue reading

Solomon Exam Prep is delighted to announce a partnership with Claflin University and Lincoln Financial Advisors. With sponsorship from Lincoln Financial, Claflin University students taking a new Claflin investment course will receive the Solomon study materials they need to pass the FINRA Securities Industry Essentials (SIE) exam.
 
To read the official press release, please click on the download link below.

If You’re a Principal or Operations Professional, Your FINRA Exam Deadline May Be Extended

If you’re a newly promoted principal at your firm, FINRA may have just delivered you some good news. Continue reading

If you’re a newly promoted principal at your firm, FINRA may have just delivered you some good news.

In response to current events, FINRA has adopted a temporary rule change giving many new principals until December 31st to complete their FINRA exams.

To qualify for the extension, the principal must have been promoted from representative by her firm before September 3rd.

Among the principals included in the extension are General Securities Principals (Series 24), Financial and Operations Principals (Series 27 or 28), Investment Company/Variable Contract Limited Principals (Series 26), and Compliance Officers (Series 14).

The extension also applies to one rep-level license. Operations Professionals (Series 99) hired before September 3rd also have until December 31st to pass their exams.

The Solomon Exam Prep team is always on the lookout for how current developments affect the securities industry. For more updates from our Industry News blog, use the subscribe form on this page.

Testing integrity in times of COVID-19

Test candidates are bound by guidelines that prohibit cheating or using any unfair means during the exam. Continue reading

On July 13, 2020, FINRA and NASAA responded to the pandemic testing challenge posed by in-person test centers with Prometric’s ProProctor, an online testing service, for certain qualifications exams. The exams for which online testing is permitted are the FINRA Securities Industry Essentials (SIE), Series 6, Series 7 and the NASAA Series 63, Series 65, and Series 66 exams. Read more about the announcement here

Curious about what the ProProctor online testing experience looks like? Click here to find out.

It is interesting to note that although the exams are proctored remotely, candidates are still bound by guidelines that prohibit cheating or using any unfair means during the exam. The checks that have been put in place especially for remote testing are as follows:

  • Candidates are required to provide a 360° view of his/her workstations and surrounding environment;
  • A camera (external or embedded) is required during the course of the exam. If an embedded camera is used, a large free-standing mirror is also required in order to reflect unseen areas;
  • Candidates are asked to participate in a visual person check (including a sleeve, pocket and glasses check);
  • While the exam is in progress, candidates are prohibited from leaving, moving out of or obstructing the camera view while the exam is in progress without prior authorization from the proctor; and
  • Additional requirements that are listed in the ProProctor User Guide.

Warning: a candidate found cheating in an online test will be subject to the same disciplinary actions that he/she would be subject to in a physical test, and if found guilty, can be permanently barred from the broker-dealer industry.

Passing Your Securities Exam May Now Make You an Accredited Investor

On Wednesday, the SEC finalized rule changes that will broaden its definition of “accredited investor” to encompass industry professionals who have earned certain FINRA licenses. Continue reading

On Wednesday, the SEC finalized rule changes that will broaden its definition of “accredited investor” to encompass industry professionals who have earned certain FINRA licenses.
 
An accredited investor is an investor considered sophisticated enough to weigh an investment’s merits independently. Accredited investors have easier access to certain types of investments, such as private equity offerings.
 
Under the newly expanded definition, General Securities Representatives (Series 7), Private Securities Offerings Representatives (Series 82), and Licensed Investment Adviser Representatives (Series 65) are now accredited investors. The SEC indicated that it may add other FINRA licenses later.
 
The rule change also allows “spousal equivalents” such as domestic partners to qualify as accredited investors based on the total income and assets of both partners, a benefit previously limited to couples who are legally married. Native American tribes and foreign governments now qualify as accredited investors as well.
 
The Solomon Exam Prep team is always on the lookout for how current developments affect the securities industry. For more updates from our Industry News blog, use the subscribe form on this page.

Know What to Expect: Testing Online with ProProctor from Prometric

FINRA partner Prometric has developed ProProctor for online, remote test taking. Here are some takeaways about the process. Continue reading

Lucas Rumpeltes of Solomon Exam Prep passed the SIE Exam with ProProctor

In person licensing exams have been a staple in the securities industry for decades, but with the novel Coronavirus COVID-19, FINRA has been tasked with providing a safer method for testing. Given this, FINRA partner Prometric has developed a new product titled ProProctor for online, remote test taking. Prometric is a giant in the testing industry, and operates hundreds of testing centers.

With all this as the backdrop, one month ago I was tasked with studying for and taking the SIE as a junior associate at Solomon Exam Prep. Using the ProProctor product seemed like the most convenient way to take the exam, and proved easy enough. However, for the benefit of Solomon exam takers, I would like to share some takeaways about the process.

I registered for the test three weeks ahead of time on the Prometric website, and there were still many time slots available, but the most convenient ones had been taken. The most feasible slot for me ended up being at 7:45 AM, so if you prefer to test later in the day, register ahead of time!

I immediately received a confirmation email detailing all of the procedures that I would need to follow for test day. It was a lengthy email. This is due to Prometric’s desire to avoid cheating and duplication of the test, so they are rightfully cautious. The full procedures can be found in this PDF. That being said, there are a few procedures that are very important to understand ahead of time. First is your testing environment. Ideally one is able to test in a bare, white room, at a desk, with no decorations of any kind. However, this is not always possible, so it is helpful to have a bed sheet or tarp on hand to cover anything that your proctor determines to be unacceptable. Furthermore, you cannot have any interruptions during the test, so it is imperative to notify your office mates! Prometric also recommends having a mirror on hand for the check in process. Ultimately, this is simply for the purpose of inspecting your laptop keyboard/screen if you cannot remove your webcam, so a medium sized mirror is fine. The more easily you can position it in front of your screen the better (I did not take my own advice here and had a giant mirror, which was tough to position so that my proctor could see my keyboard).

Leading up to the exam day, you should do one of Prometric’s system readiness checks, test your microphone specifically, and download/install their application. On exam day, you will be asked to follow a unique web link that is in your confirmation email to launch your exam. Once there, you will input user specific information, and it will automatically launch the application. Be warned, once you launch the exam application, you cannot access any other settings or applications on your computer, so adjust your volume or microphone controls ahead of time. Once there, you will be asked to photograph yourself, take a picture of your photo ID, and you will be sent to the security proctor.

Ultimately two different proctors will communicate with you. The process for meeting with them is seamless, and they will answer any questions you may have. The first will conduct the security checks and you will have a webcam view of them. The security checks are detailed on the ProProctor website, as well as in the confirmation email, but here are a few tips. I wore pants with lots of pockets, which was a mistake. Wearing as few items of clothing as possible, with as few pockets as possible, is helpful because they will ask you to empty them. Additionally, they advise no jewelry. Ideally, the only things in the testing room are you, your photo ID, and your computer. There is nothing else allowed (with the exception of tests that have certified testing materials).

The security checks also include room checks, which necessitates either an external webcam or an easily portable laptop. The fewer furniture items in the room, the easier the check will be. Finally, the security proctor will detail their break policy. I did not use the break, and it should ultimately be seen as an emergency asset. The test time does not stop while you take it, and you will have to redo all security checks upon returning.

Once all of the security protocol is over with, your security proctor will pass you on to another proctor. The new proctor will greet you via the application chat, but you will not see them on screen. They will, however, see your video and hear your audio. Additionally, they prohibit you from speaking out loud during the exam. You may mouth or whisper the words, but they do not allow you to speak. Once the exam commences, it is straightforward. There is a calculator in the application, as well as a “scratch pad” where you may type things. Be warned, you may not go back to questions once you move on.

When I was taking the SIE, I felt confident once I got to this point, since I was mostly worried about complying with the security checks. However, there is protocol from Prometric should you be disconnected from the application for any reason. I was disconnected with just six questions left (!), so it would have been helpful to know this ahead of time. Needless to say, I panicked. Prometric recommends a wired internet connection for this reason, but I gambled with wifi. Ultimately this was not the reason I was disconnected (my internet connection was fine), but the application automatically closed and I was forced to consult the FAQ.

From here, Prometric recommended that I check my internet connection, wait three minutes, restart my computer, and relaunch the exam. This proved to be perfect advice, and I was readmitted to the system. I had to re-do the entire security check with a new set of proctors, but my test time was paused and my progress had been saved. I finished my last six questions without a hitch. In other words, if you are disconnected, do not panic and simply follow their directions on the FAQ. If the issue persists, they recommend that you contact support.

As with the in person exams, my preliminary results were shown at the conclusion of the exam, and I was free to continue with my work day. All in all, the process was relatively user-friendly, and well worth it since I was able to avoid going to a testing center.

Now Available: Series 24 Audiobook, 4th edition

Solomon Exam Prep is excited to release the 4th edition of Solomon’s Series 24 Exam Audiobook. The Solomon Audiobook is a word-for-word reading of the 4th edition of Solomon’s Series 24 Study Guide.  Continue reading

Solomon Exam Prep is excited to release the 4th edition of the Solomon Series 24 Exam Audiobook.  The Solomon Audiobook is a word-for-word reading of the 4th edition of Solomon Exam Prep’s Series 24 General Securities Principal Exam Study Guide. 
 
Although the core content of the Solomon Series 24 Exam Study Guide is the same as the previous edition, Solomon Exam Prep has made the following changes in the 4th edition for this important FINRA principal exam:
 
  • Updated information related to new and changed FINRA rules
  • Added information on SEC Regulation Best Interest
  • Updated tax information for 2020
  • Updates to retirement plan information, most of which is related to the recently enacted SECURE Act which took effect on January 1, 2020 
  • Additional examples and questions to help reinforce important concepts
For those of studying for the FINRA Series 24 exam, Solomon’s Audiobook offers another great way to learn the Series 24 material. Because it’s available as both streaming audio and instant MP3 download, you can conveniently listen on the go with or without Internet access. Solomon Study Guides are written in easy-to-understand language, and Solomon Audiobooks are read by real people who are content experts. Audiobooks can be used in tandem with the Solomon Study Guide, Exam Simulator, and/or Video Lecture to create a well-rounded study experience benefitting a variety of learners. Curious about the many benefits of Solomon Audiobooks?  Visit our blog post to read more: https://solomonexamprep.com/news/study-tips/solomon-study-tip-listen-to-a-solomon-audiobook/
 
If you have a current digital subscription to the Solomon Series 24 Exam Audiobook, then you have been automatically updated to the 4th edition on your online Solomon account, at no additional charge. However, if you’d like to be reverted back to the 3rd edition, or if you have any questions about this update, please call us at 503-601-0212 or email info@solomonexamprep.com and we’ll be happy to help.
 
And if you’re planning to study for the Series 24 exam, you can explore Solomon Exam Prep’s Series 24 exam study materials here.  The Solomon Series 24 Audiobook is available as an individual item, and it is included in the discounted Audio Premium Package and Total Packages.

New FINRA Guidance on Entertainment Expenses for Virtual Meetings

The use of virtual meetings and video conferencing has exploded in recent months. FINRA has responded with new guidance about how its limits on gifts and entertainment expenses apply in a world where business meetings often don’t take place in person.

When a firm hosts a traditional, in-person meeting with institutional investors or other broker-dealers, reasonable expenses associated with these meetings don’t count toward FINRA’s $100 limit on gifts. A common example is the refreshments provided to those in attendance.

But what if you’re courting a new institutional investor through a virtual meeting? Are you allowed to have food and beverages delivered to those attending the meeting without worrying about the $100 limit on gifts? FINRA says yes, as long as the expenses are reasonable. According to FINRA:

[W]here a member firm’s associated persons personally host an interactive virtual business entertainment event or meeting, FINRA would view the associated persons’ provision of reasonable amounts of food and beverage … during that virtual business entertainment or meeting as not being subject to the $100 gift limit.

In order to keep your virtual meetings in compliance with this guidance, the refreshments:

  • Cannot be so expensive “as to raise any question of propriety”
  • Must be intended to be consumed at the meeting, by the attendees
  • Cannot be conditioned on meeting a sales goal (for example, when meeting with associated persons of another broker-dealer, you can’t provide refreshments selectively to the high sellers)
  • Cannot be used as a cover for providing something that is actually a gift (for example, a bottle of champagne meant for the attendee to take home)

The Solomon Exam Prep team is always on the lookout for how current developments affect the securities industry. For more updates from our Industry News blog, use the subscribe form on this page.