tailieunhanh - Lecture Business law: The ethical, global, and e-commerce environment (13/e): Chapter 45 - Mallor, Barnes, Bowers, Langvardt
Chapter 45 provides knowledge of securities regulation. After completing this chapter, students will be able to: Define “security” and explain how issuances and issuers of securities are regulated, describe communication rules for a public offering of securities, list the securities act’s exemptions from registration, discuss liability for securities. | Corporations History & Nature of Corporations Organizational and Financial Structure of Corporations Management of Corporations 10 McGraw-Hill/Irwin Business Law, 13/e © 2007 The McGraw-Hill Companies, Inc. All rights reserved. Corporations Shareholders’ Rights & Liabilities Securities Regulation Legal & Professional Responsibilities of Auditors, Consultants, and Securities Professionals 10 McGraw-Hill/Irwin Business Law, 13/e © 2007 The McGraw-Hill Companies, Inc. All rights reserved. Securities Regulation – Part 1 P A E T R H C 45 “Quality, at its broadest and most basic level, is the protection of the investor interest. This principle reaffirms a simple and salient truth – markets exist by the grace of investors.” Arthur Levitt, Jr., former SEC chairman (Sept. 23, 1999) Learning Objectives Purposes of securities regulation The Securities and Exchange Commission The Securities Act of 1933 The Securities Exchange Act of 1934 Tender offer regulation State securities law 45 - . | Corporations History & Nature of Corporations Organizational and Financial Structure of Corporations Management of Corporations 10 McGraw-Hill/Irwin Business Law, 13/e © 2007 The McGraw-Hill Companies, Inc. All rights reserved. Corporations Shareholders’ Rights & Liabilities Securities Regulation Legal & Professional Responsibilities of Auditors, Consultants, and Securities Professionals 10 McGraw-Hill/Irwin Business Law, 13/e © 2007 The McGraw-Hill Companies, Inc. All rights reserved. Securities Regulation – Part 1 P A E T R H C 45 “Quality, at its broadest and most basic level, is the protection of the investor interest. This principle reaffirms a simple and salient truth – markets exist by the grace of investors.” Arthur Levitt, Jr., former SEC chairman (Sept. 23, 1999) Learning Objectives Purposes of securities regulation The Securities and Exchange Commission The Securities Act of 1933 The Securities Exchange Act of 1934 Tender offer regulation State securities law 45 - Warning: Once again, this is a very large and detailed chapter! Security: investment of money in common enterprise with expectation of profits solely from efforts of others such as stocks, bonds Three purposes of Securities Act of 1933 and Securities Exchange Act of 1934: require disclosure of information material to investors, impose liability on those making inadequate or false disclosures, regulate the security industry and markets What is a Security? 45 - Short-term note, stock, treasury stock, security future, bond, debenture, investment contract, participation in any profit-sharing agreement, or fractional undivided interest in oil, gas, or mineral rights Securities Act of 1933 and Securities Exchange Act of 1934 have three purposes: Require disclosure of meaningful information about a security and its issuer to allow investors to make intelligent investment decisions Impose liability on those who make inadequate and erroneous disclosures of information Regulate insiders, .
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