Understanding Securities Law |
From inside the book
Results 1-3 of 48
Page 79
... disclose such information.44 In the 1933 Act registration setting , the duty to disclose is present from two sources . First , because the issuer is itself selling securities , a fiduciary duty triggering a disclosure obligation arises ...
... disclose such information.44 In the 1933 Act registration setting , the duty to disclose is present from two sources . First , because the issuer is itself selling securities , a fiduciary duty triggering a disclosure obligation arises ...
Page 174
... disclose or abstain from trading derives from an affirmative duty to disclose material information [ which ] has been traditionally imposed on corporate " insiders , " particularly officers , directors , or controlling stockholders . We ...
... disclose or abstain from trading derives from an affirmative duty to disclose material information [ which ] has been traditionally imposed on corporate " insiders , " particularly officers , directors , or controlling stockholders . We ...
Page 186
... disclose , thereby inducing marketplace reliance that the previously disclosed information represents present conditions , the company has engaged in " deception " under Section 10 ( b ) .80 Second , the " shingle " theory , currently ...
... disclose , thereby inducing marketplace reliance that the previously disclosed information represents present conditions , the company has engaged in " deception " under Section 10 ( b ) .80 Second , the " shingle " theory , currently ...
Other editions - View all
Common terms and phrases
2d Cir 7th Cir accredited investors Act registration affiliates amended apply BarChris broker-dealers brokers business judgment rule Commission conduct Congress context controlling person Corp corporate damages dealer decision defense directors disclosure system discussed distribution due diligence effective enforcement exemption from registration federal securities laws filing fraud Hence infra injunction insider trading integrated disclosure interest investment investors issue issuer liability limited material merger Moreover non-affiliates offeror pari delicto permitted plaintiff post-effective period pre-filing private right prohibits promulgated provides proxy public offering purchase registered offering registration statement Regulation D reliance remedy resale restricted securities right of action S.Ct safe harbor Schedule 13D scienter SEC Rule SEC's Section 10(b Section 11 Securities Act Release Securities Exchange Act sell seller shareholders shares Shelf Registration solicitation standard statute statutory Steinberg subpoena Supp supra note Supreme Court takeover target tender offer tion Transfer Binder underwriter violation Williams Act