Parsing Pinter four years later: defining a statutory seller under section 12 of the Securities Act

Article Abstract:

The 1988 US Supreme Court decision in Pinter v Dahl defined who is a seller under Section 12 of the Securities Act of 1933, which covers selling securities without registration or with deceptive prospectus. The seller must pass title for compensation and be both personally involved in enticing the buyer and stand to gain from the sale. Since this decision, other cases have further clarified the issues of passing title and personal interest. Securities law professionals such as attorneys and accountants fulfilling traditional roles have been rendered largely exempt from liability.

Selling

---

Rule 144A and integration

Article Abstract:

The Securities and Exchange Commission (SEC) Rule 144A permits the resale without registration of privately placed securities. Subsection (e) of the rule contains a safe harbor to preclude integration with other sales. However, the rule raises many questions about the extent of protection from horizontal and vertical integration. At times the language of the rule does not provide the broad protection from integration the SEC claims it does.

United States. Securities and Exchange Commission

---

U.S. private placements and Rule 144A

Article Abstract:

Rule 144A provides exemptions under the Securities Act for private placements of securities for sale. Sellers can avoid definitions of distribution or underwriter and thus become exempt under section 4(1) of the act, whereas dealers will have exemption under section 4(3). Securities issuers are not covered by Rule 144A and retain their exemption under section 4(2).

Similar abstracts:

• Abstracts: Counseling without case law. Unilateral refusals to deal under section 2 of the Sherman Act. Customer-instigated exclusive dealing
• Abstracts: The rule of reason after California Dental. Farewell to the quick look: redefining the scope and content of the rule of reason
• Abstracts: How to use the Internet for estate planning and tax research. Post-mortem strategies extend planning prospects
• Abstracts: A shingle in cyberspace; lawyers online find clients - and some risks
• Abstracts: Some university fees voluntary; like lawyers, students don't have to fund objectionable speech, court rules. Activist spouses seek image change; faced with membership decline, Lawyers Auxiliary tries to reverse the trend

This website is not affiliated with document authors or copyright owners. This page is provided for informational purposes only. Unintentional errors are possible.