Understanding Securities Law |
From inside the book
Results 1-3 of 88
Page 116
... liability where an unreasonable judgment is made on the basis of adequate information properly obtained . The decisions scrutinizing accountants ' audit procedures have at the same time considered the reasonableness of the judgments ...
... liability where an unreasonable judgment is made on the basis of adequate information properly obtained . The decisions scrutinizing accountants ' audit procedures have at the same time considered the reasonableness of the judgments ...
Page 149
... liability only if there is a showing of " something closer to an actual intent to aid in a fraud . ” 126 An issue that remains problematic is under what circumstances liability may be imposed against an aider and abettor based on ...
... liability only if there is a showing of " something closer to an actual intent to aid in a fraud . ” 126 An issue that remains problematic is under what circumstances liability may be imposed against an aider and abettor based on ...
Page 151
... liability based on " good faith " or lack of knowledge or reasonable belief . When originally passed by Congress , § 15 of the 1933 Act held controlling persons absolutely liable for § 11 and § 12 violations by controlled persons ...
... liability based on " good faith " or lack of knowledge or reasonable belief . When originally passed by Congress , § 15 of the 1933 Act held controlling persons absolutely liable for § 11 and § 12 violations by controlled persons ...
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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