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Unformatted text preview: 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
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.
- Spring '07