The Legal Considerations in Business Financing: A Guide for Corporate Management

Front Cover
Greenwood Publishing Group, 1994 - Business & Economics - 279 pages


This comprehensive guide to all the essential legal and business considerations in financing the business activities of the modern corporation. Readers are provided with a clear and concise introduction to the legal and contractual framework that governs the major capital raising transactions in which a firm might be involved, with a particular emphasis upon the federal and state securities laws. An indispensable resource for consummating any private investment transaction, public offering, or commerical loan transaction, as well as dealing with disclosure requirements, the structuring of underwriting arrangements, and complying with public company responsibilities. Intended for entrepreneurs and managers at firms of all sizes.

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Contents

General Considerations in Business Financing
1
Corporate Financial Instruments
19
Regulatory Framework for Securities Transactions
39
Disclosure under the Securities Laws
67
NonRegistered Primary Transactions
93
Venture Capital Financing
125
Registered Primary Offerings
155
Underwriting and Distribution Arrangements
187
Secondary Trading and Public Company Status
213
Private and Commercial Lending and Government Debt Financing
229
Liabilities and Remedies in Securities Transactions
251
Selected Bibliography
273
Index
275
Copyright

Common terms and phrases

Popular passages

Page 259 - ... (a) To employ any device, scheme, or artifice to defraud, (b) To make any untrue statement of a material fact or to omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading, or (c) To engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon any person, in connection with the purchase or sale of any security.
Page 269 - ... (f) All or any one or more of the persons specified in subsection (a) shall be jointly and severally liable, and every person who becomes liable to make any payment under this section may recover contribution as in cases of contract from any person who, if sued separately, would have been liable to make the same payment, unless the person who has become liable was, and the other was not, guilty of fraudulent misrepresentation.
Page 259 - It shall be unlawful for any person, directly or indirectly, by use of any means or instrumentality of interstate commerce, or of the mails or of any facility of any national securities exchange, (a) To...
Page 53 - sell" includes every contract of sale of, contract to sell, or disposition of, a security or interest in a security for value. (2) "Offer" or "offer to sell" includes every attempt or offer to dispose of, or solicitation of an offer to buy, a security or interest in a security for value.
Page 267 - ... did not know, and in the exercise of reasonable care could not have known, of such untruth or omission...
Page 118 - ... upon a showing of good cause, that it is not necessary under the circumstances that the exemption be denied. Any such determination by the Commission shall be without prejudice to any other action by the Commission in any other proceeding or matter with respect to the issuer or any other person.
Page 63 - ... under common control with, the person specified. (b) Control. The term "control" (including the terms "controlling", "controlled by" and "under common control with") means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract...
Page 50 - ... security", or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase, any of the foregoing.
Page 263 - Any person who violates any provision of this title or the rules or regulations thereunder by purchasing or selling a security while in possession of material, nonpublic information...
Page 256 - No action shall be maintained to enforce any liability created under section 11 or section 12 (2) unless brought within one year after the discovery of the untrue statement or the omission, or after such discovery should have been made by the exercise of reasonable diligence...

About the author (1994)

ALAN S. GUTTERMAN provides legal and business counseling to entrepreneurs, firms, and investors in the areas of general business and commerical law, securities law and business finance, technology law, and international law. He is active in a variety of international, national, and state bar and professional activities, and has published articles and monographs on intellectual property law, business finance, international law, technology transfer, and economic development. In addition to his J.D. degree, Mr. Gutterman has earned and M.B.A. in finance and is currently conducting research in pursuit of doctoral degrees in international business and economics.

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