Corporations and Other Business Organizations: Cases and Materials |
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Page 933
... section 10 prospectus has been delivered . Furthermore , under section 5 ( b ) ( 2 ) if a registration statement is in effect as to a security , a section 10 prospectus must precede or accompany any securities sold . A section 10 ...
... section 10 prospectus has been delivered . Furthermore , under section 5 ( b ) ( 2 ) if a registration statement is in effect as to a security , a section 10 prospectus must precede or accompany any securities sold . A section 10 ...
Page 934
... section 17 ( a ) applies to " offers " while rule 10b - 5 does not . Scienter is a necessary element of a violation of section 17 ( a ) ( 1 ) , but not of sections 17 ( a ) ( 2 ) or 17 ( a ) ( 3 ) . Aaron v . S.E.C. , 446 U.S. 680 , 100 ...
... section 17 ( a ) applies to " offers " while rule 10b - 5 does not . Scienter is a necessary element of a violation of section 17 ( a ) ( 1 ) , but not of sections 17 ( a ) ( 2 ) or 17 ( a ) ( 3 ) . Aaron v . S.E.C. , 446 U.S. 680 , 100 ...
Page 935
... section 12 ( a ) ( 1 ) is limited to buyers who are in privity with — that is , who purchased directly from - the seller in question . The basic remedy under section 12 ( a ) ( 1 ) is rescission . However , a buyer who sold the stock ...
... section 12 ( a ) ( 1 ) is limited to buyers who are in privity with — that is , who purchased directly from - the seller in question . The basic remedy under section 12 ( a ) ( 1 ) is rescission . However , a buyer who sold the stock ...
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agent Alcatel alleged approval assets board of directors breach business judgment rule Caremark claim close corporation committee complaint conduct contract Corp Corporation Law corporation's Court of Chancery creditor decision defendants Del.Ch Delaware demand derivative action disclose disclosure dissolution dividend election employee entitled equity F.Supp fact fair fiduciary duty firm fraud funds held corporations holders insider interest investment investors issue liability limited partnership Liquid Audio litigation majority material meeting ment merger minority shareholders officers operations partner partnership agreement payment petitioners plaintiff principal Pritzker profits proposal proxy purchase purpose reasonable result RUPA S.Ct Section securities sell shareholders shares statement statute Statutory Supplement stockholders summary judgment supra Supreme Court tender offer theory third party tion trading Trans Union transaction trial court ultra vires UNIFORM PARTNERSHIP ACT Van Gorkom violation voting