LEGL - Ch. 15 (Part II) & Ch. 16 (Part I)

LEGL - Ch. 15 (Part II) & Ch. 16 (Part I) - Securities...

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Unformatted text preview: Securities Regulation Securities Regulation Chapter Fifteen Securities Regulation Securities Regulation Securities Exchange Act of 1934 Forbids the reselling of a security on a national exchange without an effective registration Securities Regulation Securities Regulation Securities Exchange Act of 1934 Section 10(b) and Rule 10b­5 Forbid fraud in connection with the resale of, or reporting relating to, any security Both criminal and civil liability Securities Regulation Securities Regulation Securities Exchange Act of 1934 Insider Transactions Insider = Owner of more than 10% of any security, a director, or an officer of the issuer of a security Securities Regulation Securities Regulation Securities Exchange Act of 1934 Nonpublic Information Employees of a company may not use inside, non­ public information to achieve profits in stock transactions Securities Regulation Securities Regulation Sarbanes­Oxley Act of 2002 Revitalization of the SEC Accounting Reforms Corporate Governance Financial Statements and Controls Securities Fraud Antitrust Law Antitrust Law Chapter Sixteen Antitrust Law Antitrust Law What is Antitrust law? A series of laws intended to promote abundant, fair competition in the marketplace Antitrust Law Antitrust Law Primary federal Antitrust legislation: Sherman Act of 1890 Clayton Act of 1914 Antitrust Law Antitrust Law Liability Criminal Liability Individuals – Up to $1 million fine and 10 years in jail Corporations – Up to $100 million for each offense Civil Liability Private parties may receive treble (3x) damages Antitrust Law Antitrust Law Sherman Act, Section 1: “Every contract, combination … or conspiracy, in restraint of trade … is declared to be illegal” Price Fixing Geographic Territory Allocation Antitrust Law Antitrust Law Standards of Review under Section One Per se illegality – Certain activities are always unreasonable as a matter of law Rule of Reason – Agreements illegal only if they constitute an undue or unreasonable restraint of trade Antitrust Law Antitrust Law Types of Section One Cases: Horizontal Agreements – Agreements between competitors Some are typically considered to be per se illegal Horizontal Price Fixing Horizontal Territorial Agreements Others usually considered under rule of reason Antitrust Law Antitrust Law Types of Section One Cases: Vertical Agreements – Agreements by a manufacturer with suppliers or distributors Typically not per se illegal, but rather judged under the rule of reason Vertical Price Fixing (aka resale price maintenance) Vertical Territorial Agreement ...
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This note was uploaded on 09/21/2011 for the course LEGL 2700 taught by Professor Reed during the Spring '07 term at UGA.

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