Course: LS311: Business Law I
Instructor: Prof. Jeffery Hazard
Unit 9 Assignment: Case Study
Name: Bridget Okpobia
This essay will explain the following four questions. First, would registration with the SEC be required for Dakota Gasworks securities? Second, Did Emerson violate Section 10(b) of the Securities Exchange Act of 1934 and SEC Rule 10b-5? Third what theory or theories might a court use to hold Wallace liable for insider trading? Finally, under the Sarbanes-Oxley Act of 2002, who would be required to certify the accuracy of financial statements filed with the SEC? Would registration with the SEC be required for Dakota Gasworks securities? Why or why not? Reliant Energy has registered securities and faces a takeover attempt, or third party tender offer, then the SEC’s tender offer rules will apply to the transaction. The filings required by these rules provide information to the public about the person making the tender offer. The company, Dakota Gasworks, is experiencing the takeover so they must file with the SEC its responses to the tender offer. These rules set time limits for the tender offer and provide some protection to shareholders. Did Emerson violate Section 10(b) of the Securities Exchange Act of 1934 and SEC Rule 10b-5? Why or why not? Moreover, Emerson did violate rule 10b-5 of the Securities exchange act, in where it protects against insider trading; which is the purchase or sale by person with access to information not available to those whom with those they deal or general traders. The person passing the information of the takeover, Emerson, violated this rule by passing information that wasn’t regularly available to general traders.
What theory or theories might a court use to hold Wallace liable for insider trading? Furthermore, the theory behind the prohibiting insider trading is that is undermines investor confidence in the fairness and integrity of the securities markets. The SEC claims that finding and...
References: 1. Miller, Roger & Jentz, Gaylord (2010) Fundamentals of Business Law: Summarized Cases 8th Edition, Cengage Learning.
2. The Sarbanes-Oxley Act 2002. (n.d.). The Sarbanes-Oxley Act 2002. Retrieved December 19, 2012 from http://www.soxlaw.com/
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