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action addition agree agreement alleged amendment amount apply authority bank certificate Circuit claim Commission common stock Company concerning conduct Congress connection considered contained contract corporation counsel Court dealers decision defendants definition determine directors disclose disclosure discussed distribution District effective Exchange Act exemption existing fact federal filed firm fraud held holding intended interest investment investors involved issue issuer Judge lawyer letter liability limited material matter means meeting ment merger notes offering officers opinion option parties period person plaintiffs practices present prior Professor of Law profits proposed prospectus provides purchase question reasonable received registration statement Regulation relating release reports respect respondents result Rule Second Section Securities Act securities laws sell shareholders shares sold statute substantial tender offer tion trading transaction underwriters United University violation