...Business Law Unit 9 Assignment 2 the Case Tammy Julian Kaplan University Business Law LS311 Prof. Starcher November 17, 2013 Business Law Assignment 2 the Case The case of the Langley Brothers, Inc., exempt securities are in question, The Langley Brothers decide to sell no par common stock worth $ 1 million dollars to the public. The stock will only be sold in the state of Kansas. Joseph Langley says that the offering does not need to be registered with the Securities and Exchange Commission. His brother, Harry disagrees. According to the Securities Act of 1933 there are a number of specific securities that are exempt to registration but they must meet certain criteria. These criteria are the securities (1) must be government issued, (2) bank and financial institution securities, (3) short-term notes and drafts, (4) securities of nonprofit, education and charitable organizations, (5) securities issued by common carriers, (6) insurance issued by a state-regulated insurance company, (7) securities issued in a corporate reorganization in which one security is traded for another. (8) Securities issued in stock dividends and stock splits (Miller & Jentz. 8th Ed., 2010 p. 568). The stock that is being sold in this case does not meet any of the criteria. The one criteria that this stock does meet is the intrastate offering Rule 147. Rule 147 states that intrastate transactions involving purely local offerings are exempt transactions (miller & Jentz. 8th Ed...
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...Jennifer Thell LS311: Business Law Unit 9: Assignment 2/15/2012 Merging two companies can affect the income, expenses, and the stock of the newly formed company. To ensure that the merger will not create an unfair advantage on the market the government created rules under the Securities and Exchange Commission. They regulate how and which companies can complete their mergers. The intent is to prevent companies from creating monopolies and eliminate any type of competition. For the merger between Reliant and Gasworks, registration with the SEC would be a requirement. A registration includes the securities being offered, all the properties of a company, all management details, how the proceeds of a sale are used, and any risks involved. (Miller and Jentz. 2008.) The merger is the combination of two companies where one is buying out another. Due to one of the companies being sold, the registration will be needed. Emerson has violated the rules of the SEC. He had information that was not yet released to the public about the possibility of a valuable increase in the stock. Emerson may not have intentionally release this information, but did so none the less. He could be found guilty of insider trading because of his statement. Wallace used the information of the upcoming trade that he learned of through Emerson to profit. Knowing that this information was not yet public, he is guilty of insider trading. He bought the stock based on his knowledge while it was priced low...
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...Veronica Calderon Candi’s Negligence Case LS311-03 Professor Pincus Unit 2 Assignment Date: June 6th, 2015 To: Candie Cardigan, CEO CARDWARE, INC. From: Veronica Calderon Re: Negligence Requirements and Potential Defenses to Myra’s Case Casandra, Negligence lawsuits require various specific elements to make them valid. In order to win the case the plaintiff must prove that the defendant owed duty of care to him/her, that the defendant breached that duty of care, that the defendants breach caused the injuries and the actual injuries suffered by the plaintiff (Miller, R.L., 2012). Duty of care is to not infringe upon anyone’s interests. It means that a person is free to act as they please as long as they do not offend anyone else. Judges usually go by what a reasonable person would do in the same circumstances (Miller, R.L., 2012). In the case of Myra vs Candie Cardigan being that she is the model not the owner or the person running the program, she does not have duty of care because she is not responsible for making sure the runway is smooth and clear for modeling. That wrinkle in the carpet is supposed to be taken care of by the owner or the person coordinating the show. Since there was never any duty of care then there is no breach and there is no causation. But there is one element of negligence which is the injury she sustained to her nose and the scratch on her face. But since Candie was not responsible for her fall then she is not liable. Myra should have...
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...Course: LS311: Business Law I Instructor: Prof. Jeffery Hazard Unit 9 Assignment: Case Study Name: Bridget Okpobia Date: 12/19/2012 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...
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