Business Law
| The Intrastate Offering Exemption from SEC Registration Requirements |
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| Securities may be sold without first being registered with the Securities and Exchange Commission if one of several exemptions applies. An exemption does not allow the use of any false or misleading statements in the offer or sale of the securities, and the offering may still be subject to requirements under state laws. However, if an exemption is applicable, then the expense and burden of the initial registration and periodic reporting of substantial information about the company may be avoided. More... |
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| Public Comment and Judicial Review Regarding Government Antitrust Settlements |
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| Under Section 5(a) of the Clayton Act, 15 U.S.C.S. § 16(a), a final judgment in a successful federal government antitrust enforcement action is prima facie evidence in a subsequent private action for treble damages of the defendant's antitrust violation. However, a consent decree agreed to by a defendant in a federal government action before any testimony is taken is not considered prima facie evidence in a subsequent private action. More... |
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| Disclosure of Executive Compensation |
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| While each company decides what its executives are paid, the amounts and types of compensation paid to the top executives of public companies is considered material information that the Securities and Exchange Commission has determined must be disclosed to the public. More... |
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| The U.S. Foreign Corrupt Practices Act |
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| Corrupt payments to foreign officials to obtain or keep business are prohibited by the U.S. Foreign Corrupt Practices Act. There are five elements of a violation of the provisions of the Act prohibiting bribery of foreign government officials. More... |
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| "Mini" Tender Offers |
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| Tender offers for less than five percent of the stock of a company have been labeled mini-tender offers. Such offers are subject to some regulation but are not subject to the full range of rules enacted to protect investors who own stock in a company for which a full tender offer is made. Thus, while a mini-tender offer may include a premium over market price for a selling shareholder, the lack of all of the protections provided for recipients of a full tender offer suggests a more cautious view of the merits of the mini-tender offer. More... |
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