US-CN Companies & Securities Law Assignment

Registration of Public Offerings Securities Act §5 Prefiling period Prohibited Activities No Sales or Deliveries No Offers Permitted Activities Preregistration Communications Regularly Released Information Preliminary Negotiations Research Reports   Research reports by nonparticipants   Research reports on issuer’s non-offered securities   Research reports by participants Company Announcements WKSI Communications Waiting period Prohibited Activities No Sales or Deliveries No Prospectuses Permitted Activities Oral Communications Prospectus Under §10(b)   Preliminary prospectus.   Summary prospectus. Identifying Information   Tombstone ads.   Identifying statements (and solicitations of investor interest). Free Writing Prospectus Posteffective period Prohibited Activities No Prospectus, Unless Final Prospectus No Deliveries, Unless Accompanied by Final Prospectus Permitted Activities Expanded“Prospectus”Typ...

The civil liability scheme of the Securities Act draws on and always motifies the elements for securities fraud and equitable rescission. The elements of securities fraud Misrepresentation of material fact The misrepresentation must be material. That is a reasonable person would attach importance to it in deciding whether to enter into the transaction. The legislation requires that the misrepresentation is affirmative and factual. However, failing to disclose material information is not actional unless the silent party has a fiduciary or similar relationship that triggers a duty to disclose. Scienter The maker of the misrepresentation must have been culpable. That is, he either knew or believed the facts were otherwise or lacked a reasonable basis for the representation. Under the Securities Act, incomplete or misleading half-truths were not actionable. Reliance The person who seek to recover must have actually and justifiably relied on the fraudulent misrepresentation. ...

There are some important sections of Securities Act of 1933, which often be cited in opinions and orders of securities fraud cases. Section 12(a) (2) Section 12(a) (2) of Securities Act of 1933, previously known as Section 12(2), allows a purchaser of a security to bring a private action against a seller that “offers or sells a security…by means of a prospectus or oral communication, which contains an untrue statement of material fact or omits to state a material fact necessary in order to make the statements … not misleading.” Section 13 Section 13 of Securities Act of 1933 sets forth the statute of limitations for Securities Act claims: No action shall be maintained to enforce any liability created under Section 77k [Section 11] or 77l (a)(2) [Section 12(a)(2)] of this title unless brought within one year after the discovery of the untrue statement or the omission, or after such discovery should have been made by the exercise of reasonable diligence .. In no ...