- •§ 1: The Nature of the Corporation
- •§ 2: Corporate Powers
- •Implied Corporate Powers
- •§ 3: Classification of Corporations
- •§ 4: Corporate Formation
- •Incorporation Procedures
- •§ 5: Improper Incorporation
- •§ 6: Disregarding the Corporate Entity
- •§ 7: Corporate Financing
- •§ 1: The Role of Directors and Officers
- •§ 2: Duties and Liabilities of Directors and Officers
- •§ 3: Role of Shareholders
- •§ 4: Rights of Shareholders
- •Illegal Dividends
- •Inspection Rights
- •§ 5: Liability of Shareholders
- •§1: Merger and Consolidation
- •§2: Purchase of Assets
- •§ 3: Purchase of Stock
- •§ 4: Termination
- •Voluntary Dissolution
- •Involuntary Dissolution
- •§ 2: The Securities Act of 1933
- •Violations of the 1933 Act
- •§3: The Securities Exchange Act of 1934
- •Insider Trading: Section 10(b) and Rule 10b-5
- •Violations of the 1934 Act
- •§4: Corporate Governance
- •§5: Regulation of Investment Companies
- •§ 6: State Securities Laws
- •§ 7: Online Securities Offerings and Disclosures
§5: Regulation of Investment Companies
Act on behalf of many smaller shareholders by buying stock and professionally managing the “portfolio.” (MUTUAL FUNDS.)
To safeguard company assets, all securities must be held by a bank or stock exchange member.
No dividends paid except from undistributed net income.
§ 6: State Securities Laws
State securities laws are called “blue sky” laws.
Issuers must comply with federal and state securities laws and states do not allow the same exemptions as federal government.
States could require registration or qualification.
Uniform Securities Act has been adopted in part by many states.
§ 7: Online Securities Offerings and Disclosures
Springstreet Brewing Co. was the first online IPO (1996).
Regulations Governing Online Securities Offerings:
Timely and Adequate Notice of Delivery of Information.
The online communication system must be easily accessible.
Some evidence of delivery is required.
Potential Liability Created by Online Offering Materials
Online offerings should exercise caution in hyperlinking to external documents.
There is also a concern if the offering is placed on a website that can be viewed by anyone.
Many offerings are restricted to a limited number of “unaccredited” investors.
Online Securities Fraud
The SEC is aggressively prosecuting internet fraud using traditional laws.
Investment Scams.
Using Chat Rooms to Manipulate Stock Prices.
Pumping and Dumping.
Jonathan Lebed charged with securities fraud.