Understanding Securities Law |
From inside the book
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Page 50
... issue must be offered and sold exclusively to residents of the state in which the issuer is resident and doing business . An offer or sale of part of the issue to a single non - resident will destroy the exemption for the entire issue ...
... issue must be offered and sold exclusively to residents of the state in which the issuer is resident and doing business . An offer or sale of part of the issue to a single non - resident will destroy the exemption for the entire issue ...
Page 153
... issues are not implicated . A recurring issue involving foreign issuers and brokers is whether a foreign issuer would transgress the Securities Act's registration requirements if unregistered securities offered abroad were sold to ...
... issues are not implicated . A recurring issue involving foreign issuers and brokers is whether a foreign issuer would transgress the Securities Act's registration requirements if unregistered securities offered abroad were sold to ...
Page 194
... issue . Hence , because there currently is no general affirmative duty to disclose even material information regarding the issuer except in certain specific circumstances , 128 the disinclination by issuers to make such disclosure is ...
... issue . Hence , because there currently is no general affirmative duty to disclose even material information regarding the issuer except in certain specific circumstances , 128 the disinclination by issuers to make such disclosure is ...
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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