Understanding Securities Law |
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2d Cir 7th Cir accredited investors Act registration affiliates amended apply BarChris broker-dealers brokers business judgment rule Commission conduct Congress context controlling person Corp corporate damages dealer decision defense directors disclosure system discussed distribution due diligence effective enforcement exemption from registration federal securities laws filing fraud Hence infra injunction insider trading integrated disclosure interest investment investors issue issuer liability limited material merger Moreover non-affiliates offeror pari delicto permitted plaintiff post-effective period pre-filing private right prohibits promulgated provides proxy public offering purchase registered offering registration statement Regulation D reliance remedy resale restricted securities right of action S.Ct safe harbor Schedule 13D scienter SEC Rule SEC's Section 10(b Section 11 Securities Act Release Securities Exchange Act sell seller shareholders shares Shelf Registration solicitation standard statute statutory Steinberg subpoena Supp supra note Supreme Court takeover target tender offer tion Transfer Binder underwriter violation Williams Act