Newsletters

Antitrust & Trade Law: Clayton Act

Section 3 of the Clayton Act, 15 U.S.C.S. § 14, makes illegal certain distribution practices. Generally, Section 3 of the Clayton Act makes it illegal to enter into tying arrangements, exclusive dealing contracts, or requirements contracts if such arrangements or contracts tend to lessen competition.

Initial Public Offerings & the Securities Act of 1933

An Introduction to the Securities Act of 1933

SEC Rules for Broker Dealer Exchange Specialists

Securities and Exchange Commission rules regulate information that must be provided to the public by broker dealers who serve as New York, American, or other national exchange specialists or as Nasdaq market makers. Such broker dealers in effect trade for their own accounts as well as for customers. They thus are required to follow Commission Rules 11Ac1-1 and 11Ac1-4 under the Securities Exchange Act of 1934, 17 CFR 240.11Ac1-1 and 17 CFR 240.11Ac1-4, designed to increase the amount of public information regarding quotes and order handling.

Minority Shareholder Remedies

Shareholders who control corporations either through majority ownership or ownership of sufficient shares in a particular corporate structure to exercise control have a duty of fairness to minority shareholders. In addition to such fairness required by courts, corporation statutes of most states provide for additional remedies for minority shareholders. Those remedies include appraisal rights, dissolution, and judicial intervention.

Regulation of "Penny Stock" Sales

Rules issued by the Securities and Exchange Commission under the Securities Exchange Act of 1934 define and regulate "penny stocks." Penny stocks are defined in Rule 3a51-1 as unregistered stocks priced at less than five dollars issued by a company with net tangible assets of less than $2 million after being in operation for three years or less than $5 million after being in operation less than three years.