SECURITY LAW. Presented by Rebecca. Wang Civil&Commercial Law School.
Presented by Rebecca. Wang
Civil&Commercial Law School
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stock, company bonds, government bonds and other typies stipulated by state government.
Warren. E. Buffett
“ the main board market” vs. “ the second board market” (the growth enterprise market”)
.Thus, business was also good for those who constructed and sold bowling alleys built to accommodate the new pinsetters.
Act of 1933. The plaintiffs challenged the accuracy of the registration statement filed with the Securities and Exchange Commission and charged that the text of the prospectus was false and that material information had been omitted. There were
? Do it has some specialities comparing to other transaction?
c. shareholder’s quantity
a. For stocks
b. For bonds
Article 55 Security
Where a listed company is in any of the following circumstances, the stock exchange shall decide to suspend the listing of its stocks: (1) Where the total amount of capital stock or share distribution of the company changes and thus, fails to meet the requirements of listing; (2) Where the company fails to publicize its financial status according to the relevant provisions or has any false record in its
Article 56 corporate bonds fail to be used according to the purpose as verified;
Where a listed company is in any of the following circumstances, the stock exchange shall decide to terminate the listing of its stocks: (1) Where the total amount of capital stock or share distribution of the company changes and thus, fails to meet the requirements of listing, and where the company fails again to meet the requirements of listing within the period as prescribed by the stock exchange; (2) Where the company fails to publicize its financial status
HISTORICAL AND SOCIAL SETTING
No court has ever held that every buyer or seller is entitled to all of the information relating to all of the circumstances in every stock transaction. But by the mid-1950s, significant understatement of the value of the assets of a company had been held to be materially misleading. In 1957, The Texas Gulf Sulphur Company began exploring for minerals in eastern Canada. In March 1959, aerial geophysical surveys were conducted
officers and directors own a fiduciary duty to their corporation and its shareholders with respect to corporate business and property. Shares in the corporation are private property, however, and trading in those shares is not usually a corporate transaction. Thus, at common law a century ago, directors and officers were considered to owe no fiduciary duty when they traded
In the shares of their corporations. Directors or officers with inside information could trade with impunity without disclosing the information( as long as they avoided outright fraud). Although this rule is sometimes stated to be the “ majority rule”, it has been applied in only a few cases over the last ninety years. Instead, the courts have developed a number of “exceptions”. Some state courts have developed an agency law theory. Accordingly to agency law, an agent may not profit from using the
Inside information belonging to the corporation. In other words, under this reasoning, officers and directors owe a fiduciary duty to their corporation not to engage in the trading of shares in the corporation on the basis of inside information.
75 percent per month. Just before the IBM maintenance price increase was announced, the defendants sold their MAI stock for $28 per share. After IBM publicly announced its price increase, MAI stock fell to $11 per share. The plaintiff brought a derivative action on behalf of MAI to recover the difference in profits. The trial court granted the defendants’ motion to dismiss, and the plaintiff appealed.
Market analysts uncover and analyze information concerning corporations, often by meeting with and questioning officers and other corporate insiders. The information that an analyst obtains may form the basis for judgments as to the market value of corporate securities. An analyst makes this judgment available in newsletters or otherwise to his or her clients. Because of the nature of the information and the nature of the market, the
the information cannot be made simultaneously available to all of a corporation’s shareholders or the general public. Nevertheless, the entire market benefits from analysts’ efforts, which are reflected in the prices of corporate securities. It is not always entirely clear, however, how analysts are to obtain information from corporate management to fill in the gaps in their analyses. When legal
requirements are imprecise, parties find it difficult to comply. Thus, without some guidance as to the line between permissible and impermissible disclosures and uses, neither corporate insiders nor market analysts could be sure when the line was crossed.
Corporate practices. Secrist urged Dirks to verify the fraud and to disclose it publicly. Dirks decided to investigate the allegations, and throughout his investigation he openly discussed the information he had obtained with a number of clients and investors. The Securities and Exchange Commission subsequently filed a complaint against Equity Funding. It also found that Dirks had aided and abetted violations of Section 17(a) of the Securities Act of 1933, Section