BL-Chapt41 - Corporations Securities Law and Corporate...

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Unformatted text preview: Corporations Securities Law and Corporate Governance Chapter Introduction 41-1 The Securities and Exchange Commission 41-1a Organization of the SEC 41-1b Updating the Regulatory Process 41-2 The Securities Act of 1933 41-2a What Is a Security? 41-2b Registration Statement 41-2c Exempt Securities 41-2d Exempt Transactions 41-2e Violations of the 1933 Act 41-3 The Securities Exchange Act of 1934 41-3a Section 10(b), SEC Rule 10b-5, and Insider Trading 41-3b Regulation of Proxy Statements 41-3c Violations of the 1934 Act 41-4 Corporate Governance 41-4a The Need for Effective Corporate Governance 41-4b Attempts at Aligning the Interests of Officers with Those of Shareholders 41-4c Corporate Governance and Corporate Law 41-4d The Sarbanes-Oxley Act of 2002 41-5 State Securities Laws 41-5a Requirements under State Securities Laws 41-5b Concurrent Regulation 41-6 Online Securities Fraud 41-6a Investment Scams 41-6b Using Chat Rooms to Manipulate Stock Prices 41-6c Hacking into Online Stock Accounts Chapter Recap Page 1 of 29 Print Chapter 2010-8-30 http://atext.aplia.com/controller/ChapterPrint.aspx?isbn=0324655223&mod=0&ch=41... Chapter Introduction The stock market crash of October 29, 1929, and the ensuing economic depression caused the public to focus on the importance of securities markets for the economic well-being of the nation. Congress was pressured to regulate securities trading, and the result was the Securities Act of 1933 and the Securities Exchange Act of 1934. Both acts were designed to provide investors with more information to help them make buying and selling decisions about securitiesgenerally defined as any instruments evidencing corporate ownership (stock) or debts (bonds)and to prohibit deceptive, unfair, and manipulative practices in the purchase and sale of securities. This chapter discusses the nature of federal securities regulation and its effect on the business world. We begin by looking at the federal administrative agency that regulates securities transactions, the Securities and Exchange Commission. Next, we examine the major traditional laws governing securities offerings and trading. We then discuss corporate governance and the Sarbanes-Oxley Act, which significantly affects certain types of securities transactions. In the concluding sections of this chapter, we look at how securities laws are being adapted to the online environment. Page 2 of 29 Print Chapter 2010-8-30 http://atext.aplia.com/controller/ChapterPrint.aspx?isbn=0324655223&mod=0&ch=41... 41-1 41-1a 41-1b The Securities and Exchange Commission Exhibit 411. Basic Functions of the SEC Organization of the SEC Updating the Regulatory Process Insight into E-Commerce: Moving Company Information to the Internet Anyone who has ever owned shares in a public company knows that such companies often are required to mail voluminous paper documents that relate to proxies. As of July 1, 2007, publicly held companies can now voluntarily utilize e-proxies....
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This note was uploaded on 10/12/2011 for the course ACCT 362 taught by Professor Mint during the Fall '11 term at CUNY Queens.

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BL-Chapt41 - Corporations Securities Law and Corporate...

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