Chap._10__Securities - CHAPTER 10 CHAPTER Securities Law...

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Unformatted text preview: CHAPTER 10 CHAPTER Securities Law and Protection of Investors Introduction Introduction • History of Securities Law – Blue Sky laws • • • 1933 Securities and Exchange Act 1934 Securities and Exchange Act SEC What is a Security? What • Stocks and Bonds • Any other financing scheme if investor Any relies on another’s efforts to achieve success. success. – “Solely” from efforts of others? Registration Process Registration • • • Purpose Applies to initial offering only Three period during process – – – Pre-filing Waiting Post-effective • Advertising Liability under the 1933 Act Liability • Penalties • Who might be liable? – Due diligence defense 1934 Securities Exchange Act 1934 • • • • Corporate reporting Proxy solicitation Tender offers Fraud (10)(b)(5) – Insider trading (next slide) Insider Trading Insider • Traditional insider trading – Short swing profits – Lowest-in / highest-out rule • “Non-traditional” insider trading – – – Texas Gulf Sulphur (disclose or refrain) Chiarella (applied to fiduciaries) U.S. v. O’Hagan (misappropriation rule) • Tippee / tipper liability ...
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This note was uploaded on 03/07/2012 for the course GEN BUS 202 taught by Professor Parks during the Fall '11 term at Boise State.

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