A secondary offering is a sale of securities by someone who purchased the security in a primary offering to a subsequent purchaser. That is, a private investor sells their shares to another private investor. Unlike a primary offering, the...
ACADEMIC TOPICS
Section 11
Section 11 refers to Section 11 of the Securities Act, formally 15 U.S.C. § 77k, which allows purchasers of a security in a public offering to bring a civil action against the issuer, underwriter, or anyone who signed or helped prepare the...
Section 4(1 ½)
Section 4(1 ½) or Section 4(a)(1 ½) is a form of private placement resale of securities whose resale is otherwise restricted. It is not a formal section of the Securities Act but rather is a method of private placement resale which relies on...
Section 4(a)(7)
Section 4(a)(7) of the Securities Act is the codification of Section 4(1 ½). That is, Section 4(a)(7) allows an individual who holds a security issued in a private placement whose resale is restricted to resell that security in a subsequent...
Section 5
Section 5 commonly refers to Section 5 of the Securities Act, formally 15 U.S.C. § 77e, which requires issuers to file a registration statement when publicly offering securities.
Section 5 RegulationsSection 5 seeks to...
Securities Act of 1933
The Securities Act of 1933 was Congress's opening shot in the war on securities fraud. Congress primarily targeted the issuers of securities. Companies which issue securities (called issuers) seek to raise money to fund new projects or...
Securities Exchange Act of 1934
The Securities and Exchange Act of 1934 ("1934 Act," or "Exchange Act") primarily regulates transactions of securities in the secondary market. As such, the 1934 Act typically governs transactions which take place between parties which are...
securities fraud
Securities fraud is the misrepresentation or omission of information to induce investors into trading securities.
OverviewWhile always actionable under common law fraud, Congress, the Securities and Exchange Commission (...
securities law history
Why Regulate Securities?
The development of federal securities law was spurred by the stock market crash of 1929, and the resulting Great Depression. In the period leading up to the stock market crash, companies issued stock and...
seduction
Seduction, in law, refers to an act by which a person entices another to have unlawful sexual intercourse with them by means of persuasions, promises, flattery or bribes without using any physical force or violence.
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