Understanding Securities Law |
From inside the book
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Page 57
... sell or offer to buy the securities offered.3 Certain activities , however , are not deemed to be an offer to sell or an offer to buy . For example , Section 2 ( 3 ) exempts negotiations and agreements 3 For example § 5 ( a ) prohibits ...
... sell or offer to buy the securities offered.3 Certain activities , however , are not deemed to be an offer to sell or an offer to buy . For example , Section 2 ( 3 ) exempts negotiations and agreements 3 For example § 5 ( a ) prohibits ...
Page 60
... sell , " thereby violating Section 5 ( c ) . The Second Circuit in Chris - Craft reasoned : When it is announced that securities will be sold at some date in the future and , in addition , an attractive description of these securities ...
... sell , " thereby violating Section 5 ( c ) . The Second Circuit in Chris - Craft reasoned : When it is announced that securities will be sold at some date in the future and , in addition , an attractive description of these securities ...
Page 100
... sell " within the meaning of Section 2 ( 3 ) . Rule 145 , therefore , has several ramifications . [ B ] Rule 145 — Ramifications An offer to sell securities pursuant to Rule 145 triggers the registration requirements of Section 5 , as ...
... sell " within the meaning of Section 2 ( 3 ) . Rule 145 , therefore , has several ramifications . [ B ] Rule 145 — Ramifications An offer to sell securities pursuant to Rule 145 triggers the registration requirements of Section 5 , as ...
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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