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§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.

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