Series 79 cheat sheet
The whole Series 79 exam on one page: 15 lines, one per unit, each carrying the single highest-yield takeaway from that topic. Built for the night before and the morning of. Every unit name links to the matching free lesson in the CertFuel app, so anything that still feels shaky is one click from a full explanation.
This is the entire Series 79 boiled down to 15 lines, one per unit of the FINRA investment banking outline. Each line is the takeaway that earns the most points in that topic, written to be read in a couple of minutes rather than studied.
Read it top to bottom the night before your exam and again the morning of. The job is not to learn anything new: it is to sweep the whole outline quickly and find out which topics still feel solid and which do not. When a line lands flat, that is the signal. Click the unit name to open the matching free lesson in the CertFuel app, close the gap, and come back.
Worth being blunt about the limits: a cheat sheet is a review tool, not a shortcut past the material. The Series 79 lives on actors, clocks, and filing thresholds, and a summary line can remind you that a clock exists without teaching you the clock. If these lines read like new information, you are not ready to test yet.
Collection, Analysis & Evaluation of Data
Function 1, 49%- Collection of Data: The analysis matches each source and filing to its fact, actor, clock, and valuation use. Research controls separate banking from analyst judgment, trading, marketing, and report timing; federal certifications add report, quarterly-appearance, failure-disclosure, and recordkeeping duties.
- Analysis and Evaluation of Data: Precedent review separates capital-raising trends from M&A valuation: precedents use unaffected-price premiums or pair transaction enterprise value (EV) with matching last-twelve-months (LTM), next-twelve-months (NTM), or forward metrics; registration and proxy statements supply evidence. Third-party coverage requires post-offer ownership above 5% and no 2%-over-12-month exemption; notice triggers filing, fee, and exhibit, while going-private transactions add supported fairness disclosure.
- Due Diligence Activities: Registration-statement diligence separates non-expertized content from expertized content, uses the correct defense, and scales investigation to the circumstances. Transaction diligence assigns sell-side work to seller preparation and potential-buyer review, buy-side work to target risk and value, and Sarbanes-Oxley checks to applicable loan, Form 4, and internal-control issues.
Underwriting & New Financing
Function 2, 27%- Public Offerings: Filing opens offers; effectiveness opens sales; drafting, Regulation S-K, Regulation S-X, audit duties, research, free-writing prospectuses, prospectus clocks, and delivery retain separate branches. FINRA compensation, lock-up exceptions, conflicts, customer disclosures, Regulation FD offering and disclosure clocks, liability, and emerging-growth-company status layer onto the process. Exchange Act registration, Form 8-A effectiveness, and reporting remain separate.
- Underwriting Syndicate Activities: Agreement Among Underwriters wires grant authority; the underwriting agreement supplies purchase duties, and selected dealers may act as principal when the applicable agreement permits, without syndicate backstop. Commitment forms allocate purchase, placement, contingency, cleared-funds, refund, and backstop risk; competitive and negotiated describe selection. Selling agreements state the public price or formula and any concession recipients and circumstances; lock-ups, Regulation M, and FINRA notices keep actors, exceptions, and clocks.
- Execution and Distribution: Bookbuilding records nonbinding demand; the bookrunner recommends price and allocation, while the issuer and deal documents control terms. New-issue controls stay separate, and the book-running managing underwriter owns participant filings. Firm-commitment public-offering overallotment options cannot exceed 15%; exercise and covering reduce the short through different sources, stabilization separately supports price, and prospectus, trading, customer, research, listing, and preemption rules govern distribution.
- Post-Execution Financing Activities: Post-execution organizes deal files under record rules. Issuer delivery starts the syndicate settlement clock; final settlement and the itemized expense statement are due within 90 days. For U.S.-dollar public corporate debt, including securitized products but excluding money-market instruments, at least 70% is due to each member within 30 days and any balance within 90 days.
- Exempt Securities (1933 Act): Traditional intrastate relief confines offers and sales; modernized relief permits broader offers. Both require local business, in-state purchasers, precautions, and six-month resale controls. Regulation A requires eligible issuers, Securities and Exchange Commission (SEC) qualification, tier and secondary-sale limits, circular delivery, antifraud compliance, and Tier 2 purchaser, audit, preemption, reporting, and suspension conditions.
- Exempt Transactions (1933 Act): The small-offering tier is capped at $10 million; the private-placement framework has no dollar ceiling, with a private path that prohibits solicitation and a solicitation path requiring accredited buyers whose status is verified. Public resale covers restricted and control securities; institutional private resale serves qualified institutional buyers; Regulation S governs offshore transactions. Member private offerings add disclosure, filing, and 85% business-use duties unless exempt.
M&A, Tender Offers & Restructuring
Function 3, 24%- M&A: Sell-Side Transactions: Sell-side work moves from a negotiated engagement and alternatives analysis through valuation, marketing, diligence, and process-dependent bids. The banker compares economics, financing, tax, regulatory risk, conflicts, and certainty; the seller's authorized decision-makers decide, counsel advises on law and documentation, and bidder documents bind only where their terms say they do.
- M&A: Buy-Side Transactions: Before bidding, assess buyer capability, rationale, impediments, tax, seller materials, target value, credit, competition, developments, market reaction. Then assist with bidding, liaison, financing, diligence, final review, any warranted or requested fairness opinion, and financial-term communication while buyer and specialists retain authority.
- Fairness Opinions: A fairness opinion addresses financial fairness to the named party, not the best price or a transaction recommendation. Every issuing member firm needs written approval procedures, while fairness-committee use and the six opinion disclosures remain conditional. The public-shareholder trigger controls the six disclosures, and the transaction filing controls separate shareholder disclosure.
- Signing to Closing: Signing binds; closing follows satisfied or waived conditions. Keep proposal response, Superior Proposal actions, intervening events, and agreement-specific fees on separate triggers. Proxy, Form S-4, Nasdaq, Hart-Scott-Rodino (HSR), Form 8-K, and Regulation FD retain actors and clocks.
- Tender Offer Regulations: Classify actor, security, transaction, resulting ownership, the 2% lookback, and exemptions; covered third-party and issuer-tender frameworks use different filings and clocks. A nonexempt issuer-or-affiliate transaction within the going-private filing provisions requires Schedule 13E-3 when it has a covered purpose or likely reporting or market-status effect, and each filer supports a fairness belief. Equal-treatment, cross-border, and outside-purchase exceptions remain conditional.
- Financial Restructuring and Bankruptcy: Distress analysis follows documents, priority, actors, exceptions, and court orders; cramdown becomes mandatory on the proponent's request only after every applicable test. Chapter 11 adds the estate and stay, while contracts, conversion, financing, sales, plan securities, communications, and proxy disclosure retain separate predicates and clocks.
Can I bring a cheat sheet into the Series 79 exam?
No. The Series 79 is a closed-book exam delivered at a Prometric test center or through online proctoring, and no notes, models, or study material may come into the session with you. The center supplies a basic calculator and scratch material, and everything else goes in a locker. Use this sheet in the days before your appointment, not on exam day.
Is a cheat sheet enough to pass the Series 79?
No, and it is not meant to be. The Series 79 tests deal mechanics and filing rules at a level of precision no summary can carry, so this page is a review tool for someone who has already worked through that material. Each line is a memory jog that should pull a whole topic back into focus. If they read like new information rather than reminders, study those topics properly first.
What should I review the night before the Series 79?
Read this sheet top to bottom once the night before and once the morning of your exam. It sweeps all three FINRA function areas in a few minutes, which is exactly what last-minute review should do: confirm what is solid and surface what is not. Give the collection, analysis, and evaluation of data lines the closest read, since that function is roughly half the exam.
Is this Series 79 cheat sheet free?
Yes. The whole page is free and needs no account. Every unit name links to the matching free lesson in the CertFuel app, so you can open any topic that still feels shaky and read the full explanation behind the line.
Don't see your question answered here? We'd love to help. Get in touch with us.
A cheat sheet tells you where you stand. Practice questions tell you whether you can actually apply it under exam pressure, which is where the Series 79 does most of its damage.
Take the free Series 79 practice exam for a scored read on where you are, or start at the Series 79 hub for the exam format, cost, and how the investment banking registration fits with the SIE.
In the CertFuel app, the same material comes with an adaptive question bank that resurfaces your weak topics, FSRS flashcards, and an Exam Readiness Score that tells you when the shaky lines have stopped being shaky.