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accredited investors Act Rel Act's Action Letter available amendments antifraud apply attorney Bank blue sky law broker broker-dealer Bus.Law cert claim Commission controlling person Corp corporate dealers decision defendant denied directors disclose disclosure discussed exemption F.Supp Fed.Sec.L.Rep Federal Securities Laws filing held implied remedy insider trading investors issued issuer L.Rep L.Rev liability limited market maker ment merger Merrill Lynch municipal securities NASD options penny stock percent period plaintiff prohibitions proposed prospectus provides public offering purchase pursuant qualify registration statement regulatory reporting requirements S.Ct safe harbor Schedule 13D scienter SEC No Action SEC Rule Sec.Reg SEC's section 11 section 16(b Securities Act Securities Litigation sell seller shareholder shares solicitation statute statutory Stock Exchange supra footnote takeover target company tender offer text accompanying footnotes tion trading transactions Transfer Binder underwriter Uniform Act violation voting Williams Act York Stock Exchange