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Materiality is particularly important in the context of securities law, because under the Securities Exchange Act of 1934, a company can be held civilly or criminally liable for false, misleading, or omitted statements of fact in proxy statements and other documents, if the fact in question is found by the court to have been material pursuant ...
The Securities Exchange Act of 1934 (also called the Exchange Act, '34 Act, or 1934 Act) (Pub. L. 73–291, 48 Stat. 881, enacted June 6, 1934, codified at 15 U.S.C. § 78a et seq.) is a law governing the secondary trading of securities (stocks, bonds, and debentures) in the United States of America. [1]
Matrixx Initiatives, Inc. v. Siracusano, 563 U.S. 27 (2011), is a decision by the Supreme Court of the United States regarding whether a plaintiff can state a claim for securities fraud under §10(b) of the Securities Exchange Act of 1934, as amended, 15 U.S.C. §78j(b), and Securities and Exchange Commission Rule 10b-5, 17 CFR §240.10b-5 (2010), based on a pharmaceutical company's failure to ...
The investment bank rendered an opinion that the high redemption price of National's stock was a substantial premium over the current market value of TSC's shares. The bank later revised its opinion when it discovered that the warrants for National stock were being offered at a lower price than expected. But since the bank still felt the ...
The SEC alleged that Peizer sold $20 million of Ontrak Inc. stock while he was in possession of material nonpublic negative information. [ 14 ] [ 15 ] Peizer was the CEO and chairman of Ontrak. [ 16 ] [ 17 ] In addition, the U.S. Department of Justice announced criminal charges of securities fraud against Peizer, charging that thereby he had ...
The Securities Act of 1933 regulates the distribution of securities to public investors by creating registration and liability provisions to protect investors. With only a few exemptions, every security offering is required to be registered with the SEC by filing a registration statement that includes issuer history, business competition and material risks, litigation information, previous ...
Information is said to be material if omitting it or misstating it could influence decisions that users make on the basis of an entity's financial statements. [5] Put differently, "materiality is an entity-specific aspect of relevance, based on the size, or magnitude, or both," of the items to which financial information relates.
The National Securities Markets Improvement Act of 1996 added a new Section 18 to the 1933 Act which preempts blue sky law merit review of certain kinds of offerings. [further explanation needed] Part of the New Deal, the Act was drafted by Benjamin V. Cohen, Thomas Corcoran, and James M. Landis, and signed into law by President Franklin D ...