| Unlawful Distributions |
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| The Revised Model Business Corporation Act defines a "distribution" as a direct or indirect transfer of money or other property (excluding the corporation's own stock) or the taking on of debt by the corporation for the shareholders' benefit with respect to stock shares. A distribution can be an acquisition of stock shares such as in a redemption, a declaration or payment of a stock dividend, a transfer of promissory notes, or a transfer during a liquidation. State statutes that address the subject are not uniform, and many states did not adopt the definition of "distribution" found in the Revised Model Business Corporation Act. Additionally, a company's articles of incorporation may dictate what constitutes a "distribution."
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| The Rule 504 Exemption From Registration Requirements For Small Securities Offerings |
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| Prior to offering and selling its stock to the public, a company normally must prepare and file with the Securities and Exchange Commission a detailed registration statement containing a prospectus with audited financial statements for distribution to potential purchasers and other information for review by Commission staff. However, there are exemptions from such registration requirements for certain categories of offerings that are small in value or sold to restricted categories of purchasers. More... |
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| Reparations for Losses Resulting from Violations of Commodities Trading Laws |
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| (Reparations for Losses Resulting from Violations of Commodities Trading Laws)More... |
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| Federal Trade Commission Competition and Consumer Protection Authority |
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| The U.S. Federal Trade Commission is given broad authority in the areas of competition and consumer protection law by Section 5 of the Federal Trade Commission Act, 15 U.S.C.S. § 45. Section 5 declares unlawful any "[u]nfair methods of competition in or affecting commerce, and unfair or deceptive acts or practices in or affecting commerce," and Section 5 gives the Commission authority to prevent use of unfair methods of competition and deceptive acts or practices.More... |
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| "Mini" Tender Offers |
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| Tender offers for less than five percent of the stock of a company have been labeled mini-tender offers. Such offers are subject to some regulation but are not subject to the full range of rules enacted to protect investors who own stock in a company for which a full tender offer is made. Thus, while a mini-tender offer may include a premium over market price for a selling shareholder, the lack of all of the protections provided for recipients of a full tender offer suggests a more cautious view of the merits of the mini-tender offer.More... |
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