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Regulation - SEC

Securities Law

QuestionAnswer
Plaintiff under 1933 act need Not no privity, no reliance, no fraud and can still recover
Sherman Act contracts, combinations, and conspiracies in restraint of trade are illegal
Clayton Act prohibits purchase of all or substantially all stock of competition where purchase lessens competition and tends to create a monopoly (if competition is not LESSENED -NOT illegal)
Federal Trade Commission Act prohibits unfair methods of competition and deceptive practices.  Has exclusive right to determine what's unfair, can issue cease & desist, each day is a separate violation
Robinson-Patman Act expands Clayton on price discrimination, avoidable if does NOT LESSEN competition.
Act of 1933 purpose provide investors with full and fair disclosure of all material info related to issuance of securities, including principal purpose for which proceeds will be used
Security definition "profit from the efforts of others", excluded are CDs- mere commercial paper and NOT investment; notes exempt if maturity<9mos., used for commercial purposes-not investment. Also exempt securities exchanged WITHOUT commission with existing holders
Reg D exemption 504 no advert.to non-accredited investors & no resale for 2 yes by non-accredited, <=1M, within 12 mos, unlimited investors, no F/S
Reg D exemption 505 notify SEC within 15 days, purpose must be  INVESTMENT, <=5M, within 12mos, accredited buyers (unlimited)-no F/S, non-accredited >=35-only B/S.
Reg D exemption 506 notify SEC within 15 days, purpose must be  INVESTMENT, no resale for 2 yrs., unlim$$$, accredited unlim.-no F/S, non-accredited-audited B/S and MUST be rep'd by accredited.
Created by: baurjan