Watch your mouth: section 12(a)(2) liability for oral statements made at road shows
Article Abstract:
Oral misstatements made during a road show informing potential investors of a public offering may impose primary liability on officers and directors under section 12(a)(2) of the Securities Act of 1933. Road show statements meet the US Supreme Court's communication criteria formulated in Gustafson v. Alloyd and the Court's solicitation standard from Pinter v. Dahl. Management's substantial control over the information could allow judges to invoke common law principles in justifying the application of 12(a)(2) liability.
Publication Name: The Journal of Corporation Law
Subject: Law
ISSN: 0360-795X
Year: 1998
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Are swap agreements securities or futures? The inadequacies of applying the traditional regulatory approach to OTC derivatives transactions
Article Abstract:
Swap agreements can best be regulated by concentrating on those who take part in this form of over-the-counter derivatives market. The burgeoning popularity of swap agreements sparked a debate about whether they are best classified as securities or futures for regulatory purposes. Swap agreements have features that set them apart from securities and futures and make classifying them as either inappropriate. Focusing on market participants would help solve this regulatory and jurisdictional problem.
Publication Name: The Journal of Corporation Law
Subject: Law
ISSN: 0360-795X
Year: 1999
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Municipal bond disclosure: remaining inadequacies of mandatory disclosure under Rule 15c2-12
Article Abstract:
The SEC promulgated Rule 15c2-12 to provide a regulatory framework guiding disclosure practices for municipal securities that was more suggestive than controlling. States still possess primary responsibilities in regulating and enforcing disclosure requirements but have not met investors' informational needs. The SEC should implement and enforce a regulatory framework for municipal securities similar in scope to the system guiding corporate securities disclosure requirements.
Publication Name: The Journal of Corporation Law
Subject: Law
ISSN: 0360-795X
Year: 1998
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