Parsing Pinter four years later: defining a statutory seller under section 12 of the Securities Act
Article Abstract:
The 1988 US Supreme Court decision in Pinter v Dahl defined who is a seller under Section 12 of the Securities Act of 1933, which covers selling securities without registration or with deceptive prospectus. The seller must pass title for compensation and be both personally involved in enticing the buyer and stand to gain from the sale. Since this decision, other cases have further clarified the issues of passing title and personal interest. Securities law professionals such as attorneys and accountants fulfilling traditional roles have been rendered largely exempt from liability.
Publication Name: Securities Regulation Law Journal
Subject: Law
ISSN: 0097-9554
Year: 1993
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Rule 144A and integration
Article Abstract:
The Securities and Exchange Commission (SEC) Rule 144A permits the resale without registration of privately placed securities. Subsection (e) of the rule contains a safe harbor to preclude integration with other sales. However, the rule raises many questions about the extent of protection from horizontal and vertical integration. At times the language of the rule does not provide the broad protection from integration the SEC claims it does.
Publication Name: Securities Regulation Law Journal
Subject: Law
ISSN: 0097-9554
Year: 1992
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U.S. private placements and Rule 144A
Article Abstract:
Rule 144A provides exemptions under the Securities Act for private placements of securities for sale. Sellers can avoid definitions of distribution or underwriter and thus become exempt under section 4(1) of the act, whereas dealers will have exemption under section 4(3). Securities issuers are not covered by Rule 144A and retain their exemption under section 4(2).
Publication Name: Annual Institute on Securities Regulation
Subject: Law
ISSN: 0195-5756
Year: 1992
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