• Fundraising Law Reform
    Corporations Act 2001. In particular, Part 6D.3 of the Corporations Act 2001 introduced self-contained provisions to deal with the issue of liability for misstatements and omissions in disclosure documents. These replaced the previous sections regarding misleading and deceptive conduct, similarly, the misleading...
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  • A Study on the Legal Implications for Misstatements in the Prospectusin India
    INTRODUCTION… When any company reaches out to the public to fund its visions, it is the prospectus that they send out –that ‘letter of offer’ that can turn dreams to reality. The prospectus could thus be visualized as the envoy of the company, sent to elucidate detailed information to woo potential...
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  • Sales Manager
    focuses on the wide applicability of liability provisions with respect to any misstatement made in the context of a prospectus issued by any company whereby it asks the public to invest money. The liability regime for the misstatement has been fluctuating ever since the time corporate personality came into...
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  • Right Issue
    comply with prospectus. S38(5) * If private company, need right offer, provide non-renounceable. Adv : - easier -limited number of shareholders Dis: -low source of money -may react bad Private placing: -private negotiate with potential investors -exclude from prospectus -12 offers...
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  • Auditors And directors liability to third party
    like shareholders, investors ,tax authorities , government bodies are depending on it. However, in these scenario, as an investor i have relied on prospectus was signed by directors and internal auditors and experienced a financial losses. Under the following indian legislations and cases i can sue the...
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  • Securities Regulation Outline
    Act) a. Regulates primary market transactions b. Three Approaches i. Mandatory Disclosure (registration document and prospectus) ii. Gun-jumping rules iii. Heightened Antifraud liability II. MATERIALITY A. What Matters to Investors? 1...
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  • Formation
    In the case of a public company, the following further steps are required to be taken before it can commence business. 5. The Prospectus or the Statement in lieu of Prospectus must be issued and registered with the Registrar. 6. The minimum subscription must be raised and thereafter the allotment of...
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  • Securities Regulation Outline - Rose
    fund, Blackstone receives 1.5%/20% o Blackstone went public in 2007 • Sells shares to investors • Securities class action follows  Alleged misstatements • No disclosure of losses incurred from 23% interest in FGIC (CDS'ing) • 0.4% total assets under Blackstone management • 3.9% hit to total revenues...
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  • Secreg
    §11 sets forth in detail the liabilities arising from misstatements or omissions in a registration statement. • §12(a)(1) establishes civil liability for offers or sales in violation of §5. • §12(a)(2) establishes liability for misstatements or omissions in any offer or sale of securities, whether...
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  • Veil of Incorporation
    companies cannot operate or carry on business with less than the minimum number of members. Companies must issue its prospectus under Companies Act to the public as finance reference. Prospectus is a formal legal document, which is required by and filed with the Securities and Exchange Commission. It should...
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  • Student
    PROSPECTUS After a company has been incorporated the promoters and directors may have to approach the public with an invitation to subscribe to its shares and redeemable capital in order to secure necessary capital for commencing business. For this a prospectus is issued by a public company. The...
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  • Corporate Law
    essay illustrates the requirements of the Corporations Act associated with fundraising and also point out all the issues including liability for misstatement. 2. Requirements of fundraising in relation to Dynomine According to the s9 and s112(1), Dynomine is a no liability company and it must be registered...
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  • The Federal Securities Act
    parts. First, the issuer must submit information that will form the basis of the prospectus, to be provided to prospective investors. Second, the issuer must submit additional information that does not go into the prospectus but is accessible to the public. The SEC rules dictate the appropriate registration...
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  • Ipos
    investors will typically expect to receive reports on a quarterly basis. Moreover, U.S. investors will typically expect the company to provide in the IPO prospectus quarterly financial information for the prior one to two years. Accordingly, the Company may need to develop historical quarterly financials and...
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  • Assurance Engagement
    Measure and record transaction data 2. Assess the risk of material misstatement in management’s financial statements 3. Classify and summarize recorded data 4. Obtain and evaluate evidence to respond to risks of material misstatement in the financial statements 5. Evaluate reasonableness of accounting...
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  • Mmn., Mnn
    Agencies Relaxed the Ratings Criteria Which Led to Artificially Inflated Ratings for the Certificates.........................................77 The Prospectus Supplements Did Not Reflect the True Risk of the Certificates................................................................79 The Offering Documents...
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  • Prospectus Directive
    The definition given by Section 43(2) of the companies Act 1963 of a prospectus is “any prospectus, notice, circular, advertisement or other invitation, offering to the public for subscription or purchase any share or debentures of a company.” Ussher observes that the primary objective of the initiave...
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  • Hk Ipo
    information provided. © Herbert Smith 2006 Herbert Smith – HK IPO Guide Contents Regulatory background 1. 2. 3. Offers of securities – is a prospectus required? Who can offer securities Main Board and GEM key listing criteria 1 4 5 Specific Listing Issues 16. 17. 18. 19. 20. 21. 22. 23. 24....
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  • Research
    that a co. is proposing to sell. The Registration Statement: Prospectus- (Schedule A) condenses longer registration statement given to SEC for investors. 1st version=red herring (cuz of red ink on first page). Every prospectus provides material info about the issuer’s finances and business,...
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  • Tort of Negligence
    looking for funds to expand. Two months ago, the directors of HCL issued a prospectus to existing shareholders describing HCL’s huge regional potential, to encourage them to take up a rights issue in HCL. In particular, the prospectus mentioned large infrastructure contracts in the Malaysian state of Johor...
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