University:
Massachusetts Institute of Technology
Course:
15.617 | The Law of Corporate Finance and Financial Markets
Academic year:

2024
Views:

368

Pages:

1
Author:

Ezekiel Bradford

15.617, Spring 2004 Lecture 14: 4/5/04 Guest: Jocelyn M. Arel, Partner, Testa Hurwitz & Thibeault What is a security? • • • • • • Security Act of 33 o Covers any time a company wants to sell securities o Any time you tell the law, you have the ability to sell o Fed gov’t doesn’t tell you if it’s a good investment, it just gives you a green light. o State law Pre-empted in certain areas by fed law Sarbanes-Oxley Act of 2002 o Strengthens and expands pre July 29, 2002 corporate governance and disclosure regime o Most fundamental change since 33 and 34 Acts o Security: “investment contract” Lots of wiggle room Whether you are a public or private company, you need to see if there is a way you can actually sell. Fairness hearings; few states have them. If the jurisdictional state says the deal is fair, you don’t have to go through the whole SEC process. It can be done much quickly (20-90 days). Safe harbor provides level of certainty Rule 149 is what investors look at.

15.617 Lecture 14 Notes

Related Documents

Description

Related Documents

Free up your schedule!

Take 5 seconds to unlock