Class 22 Corporations_bb

Class 22 Corporations_bb - Corporations Professor Nina...

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Corporations Professor Nina Walton
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Today Remainder of Semester Disclosure and Rule 10b-5 (1-2 classes) Insider Trading (3 classes) Mergers and Acquisitions (2 classes) This week: Disclosure and Rule 10b-5 Basic v. Levinson West v. Prudential Securities Santa Fe Industries v. Green
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§ 10(b) of Securities Exchange Act of 1934 It shall be unlawful for any person, directly or indirectly, by the use of any means or instrumentality of interstate commerce or the mails, or of any facility of any national securities exchange…. (b) to use or employ, in connection with the purchase or sale of any security registered on a national securities exchange or any security not so registered…. any manipulative or deceptive device or contrivance in contravention of such rules and regulations as the Commission may prescribe as necessary or appropriate in the public interest or for the protection of investors……
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Rule 10b-5 It shall be unlawful for any person, directly or indirectly, by the use of any means or instrumentality or interstate commerce, or of the mails of any facility of any national securities exchange, (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
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Class 22 Corporations_bb - Corporations Professor Nina...

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