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Securities Regulation

Products (Total Items: 58 )
Securities and Exchange Commission v. Edwards
Federal securities laws; investment scheme; fixed rate of return investment contract.
Securities and Exchange Commission v. Zanford
Common law fraud; federal securities laws 10(b); rule 10b5; Securities Act of 1933.
The Wharf (Holdings) Limited v. United International Holdings, Inc.
Sale of securities falls under 10(b) of the Securites and Exchange Act of 1934; section 10(b) forbids the use of any manipulative or deceptive device or contrivance relating to the sale of a security that is misleading or operates as a fraud or deceit.
Securities and Exchange Commission v. SG Ltd.
Substance of a transaction; securities laws apply; pyramid scheme.
Long Island Lighting Company v. Barbash
Proxy regulations newspapers direct and indirect communications proxies.
J.I. Case Company v. Borak
Proxy materials false and misleading statements private right of action fiduciary duty rescission.
TSC Industries, Inc. v. Northway, Inc.
Proxy omission not material substantial likelihood reasonable shareholder.
Mills v. Electric Auto Lite Company
Materiality causality misstatement omission.
Virginia Bankshares, Inc. v. Sandberg
Directors opinions proxy statement rule 14a 9 and 14(a) knowingly false causation.
Diamond v. Oreamuno
Directors and officers inside information own benefit derivative action insider trading.
Securities and Exchange Commission v. Texas Gulf Sulphur Company
Insider trading; trading material inside information; disclose; abstain; disgorgement; Securities Exchange Act of 1934; SEC.
Chiarella v. United States
Nondisclosure fraud duty to speak.
Dirks v. Securities and Exchange Commission
Insider trading aid and abet scienter quid pro quo.
United States v. OHagan
Misappropriation confidential information fraud ethical wall misappropriation theory.
Basic Inc. v. Levinson
Material information reasonable investor substantial likelihood reasonable shareholder.
Basic Inc. v. Levinson
Presumption of reliance on misleading material statements market fraud on the market principle rebuttable presumption.
In Re Oracle Corp. Derivative Litigation
Directors lack of independence.
In Re eBay, Inc. Shareholders Litigation
Fiduciary duty of loyalty aiding and abetting usurp corporate opportunity doctrine self-dealing.
Robinson v. Glynn
Ordinary business transactions common characteristics of stock corporation limited liability company security.
Securities and Exchange Commission v. Edwards
Investment contract. definition of securities.
In the Matter of Kevin Kunz
Apparently separate securities offerings, single unified offering, single plan of financing made.
Securities and Exchange Commission v. GLT Dain Rauscher
Securities professionals are held to a standard of reasonable prudence.
United States v. Simon
Certifying a corporation's financial condition, question for the jury, fairly presented the financial condition of a corporation, generally accepted accounting priniciples, generally accepted auditing standards, material, materiality.
Gallagher v. Abbott Laboratories, Inc.
Publicly traded corporations have no duty of continuous disclosure to their investors.
Affiliated Ute Citizens v. United States
Affirmative fraud, rule 10-b5 violation, failure to disclose, causation, concealment, misrepresentation, reliance.
In Re Razorfish, Inc. Securities Litigation
Private Securities Litigation and Reform Act of 1995, psla, appoint lead plaintiff, appoint lead counsel, securities class action, lawyer-driven litigation.
KPMG, LLP v. SEC
The sec, enjoin negligent conduct resulting in securities law violations, the securities and exchange commission, evidence of past negligence, substantial likelihood of future violations of federal securities laws.
Corporate Fraud
Think outside the box.
Quorum
Board member arrested.
Corporate Crime
Embezzlement cartoons.
In Re WorldCom, Inc. Securities Litigation
Underwriters performing a due-diligence investigation of two bond offerings by WorldCom, had a limited number of conversations with the stock issuer and its auditor, made only cursory inquiries, failed to look behind formulaic answers to questions.
In Re WorldCom, Inc. Securities Litigation
Underwriters performing a due-diligence investigation of two bond offerings by WorldCom, had a limited number of conversations with the stock issuer and its auditor, made only cursory inquiries, failed to look behind formulaic answers to questions.
Asher v. Baxter International, Inc.
Under the safe-harbor provision of 27A of the Securities and Exchange Act, forward-looking statements must be accompanied by meaningful cautionary statements that adequately identify important factors that could cause actual results to differ.
Asher v. Baxter International, Inc.
Safe-harbor provision of 27A of the Securities and Exchange Act; fraud on the market theory; forward-looking statements must be accompanied by meaningful cautionary statements that adequately identify important risk factors.
In the Matter of W.R. Grace & Co.
Officers and directors of public companies have a duty to make full disclosure as required by all SEC filings and regulations. 21(A) of the Securities and Exchange Act of 1934.
Nursing Home Pension Fund, Local 144 v. Oracle Corp.
Private Securities Litigation Reform Act; the allegations in the complaint, taken together, must give rise to an inference of scienter, which requires that the defendant made false statements, knowing that they were false.
Nursing Home Pension Fund, Local 144 v. Oracle Corp.
Private Securities Litigation Reform Act; Connect the inferences fraud Rule 10b-5. Allegations in the complaint, taken together, must give rise to an inference that the defendant acted with the requisite scienter of false statements, knowing.
Dura Pharmaceuticals Inc. v. Broudo
Fraud on the market; In a securities fraud case, the plaintiff must establish that the defendant misrepresentations proximately caused the plaintiff economic loss.
Active or Passive Control
United States v. Leonard; determining relationship includes reasonable expectation of significant investor control, and not investment contract, courts look beyond formal terms of documents circumstances surrounding relationship.; passive.
Rule 506 Exemption to 502(B)(2)
Securities and Exchange Commission v. Ishopnomarkup.com, Inc; A Rule 506 exemption is not forfeited when the issuer of stock makes a good faith effort to comply with its disclosure requirements; advice of councel; exemption; good faith.
Underwriter Duty to Investors
Dolphin and Bradbury, Inc. v. Securities and Exchange Commission; Because investors rely on the reputation, integrity, independence, and expertise of an underwriter, the underwriter has a obligation to investigate and disclose material facts.
Is Offering Public or Private
Hyer v. Malouf; Whether an offering is public or private depends on whether the particular class of persons affected by the offering needs the protection of the 1933 Act.
Private Securities Litigation Reform Act
Tellabs, Inc. v. Makor Issues & Rights, Ltd.; Private Securities Litigation Reform Act survives motion to dismiss only if reasonable person would deem inference of scienter cogent and at least as compelling as any opposing inference; scienter.
Scienter Requirements of PSLA
Makor Issues & Rights, Ltd. v. Tellabs, Inc.; When inferences of scienter drawn from the plaintiffs' complaint are at least as strong as any opposing inference, the plaintiffs have successfully pled the necessary scienter.
10(b) Suits Are For Securities Only
Stoneridge Investment Partners, LLC v. Scientific-Atlanta, Inc.; To sustain a § 10(b) cause of action, there must be "requisite causal connection between defendant's misrepresentation and a plaintiff's injury." ; causation; proximate cause; reliance.
Can Void Contract if Violates Federal Securities Laws
Berckeley Inv. Group, Ltd. v. Colkitt; Under § 29(b) of the Securities Act of 1934, party may rescind contract that, when made or as performed, violates federal securities laws; convertible debenture; debenture; rescission; scienter.
Subject Matter Jurisdiction in Internation Fraud Case
Morrison v. National Australia Bank, Ltd.; Subject matter jurisdiction in a fraud case exists if conduct in the United States was more than merely preparatory to fraud, and directly caused losses to foreign investors abroad; extraterritorial jurisdiction.
Secondary Actors Liability For Securities Fraud
Pacific Investment Management Co. LLC v. Mayer Brown LLP; Attribution of false statements to a secondary actor is required in order to hold that actor liable for securities fraud under Rule 10b-5.
Securities Laws and False Statements
Pugh v. Tribune Co.; A participant in a fraudulent scheme is not liable under the securities laws unless he or she had a role in preparing or disseminating false statements.
Reliance On A Failure To Disclose
Affiliate Ute Citizens v. United States; When liability under Rule 10b-5 is predicated on a defendant's failure to disclose a material fact, positive proof of reliance is not a prerequisite to recovery.
Fraud Claims Must Allege Loss
Metzler Investment Gmbh v. Corinthian Colleges, Inc.; A complaint for securities fraud must allege loss causation, so that the defendant is provided notice of what the relevant economic loss might be or the causal connection.
Domestic Transaction Under Exchange Act
Absolute Activist Value Master Fund Ltd. v. Ficeto; a domestic transaction takes place when irrevocable liability is incurred or title is transferred within the United States. The Exchange Act.
SEC Rulemaking
Business Roundtable v. SEC; The Securities and Exchange Commission must consider efficiency, competition, and capital formation, and failure makes promulgation of the proposed rule arbitrary and capricious. Rule 14a-11.
PIPE Transactions
Huppe v. WPCS Int'l Inc;A beneficial owner's acquisition of securities directly from an issuer, at the issuer's request and with the board's approval, is a "purchase" of those securities under Section 16(b).
False Statement Under Rule 10b 5
Janus Capital Group Inc. v. First Derivative Traders; For purposes of Rule 10b-5, the maker of a false statement is the person who has the ultimate authority over the statement, including content and distribution.
Duty to Make Disclosure
Panther Partners, Inc. v. Ikanos Communications, Inc.; management has duty to make disclosure when a trend, demand, commitment, event, or uncertainty is both presently known and reasonably likely to have material effects on registrant.
Aiding and Abetting Proximate Causation
Securities and Exchange Commission v. Apuzzo; to hold an aider and abettor liable for securities law violations, must show underlying violation that defendant knew about, provided substantial assistance, by participating, and by action.