Cartoons, -> Securities Regulation Cartoons
Securities and Exchange Commission v. Edwards cartoons image illustration picture
Securities and Exchange Commission v. Edwards

Description:
Federal securities laws; investment scheme; fixed rate of return investment contract.

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Securities and Exchange Commission v. Zanford cartoons image illustration picture
Securities and Exchange Commission v. Zanford

Description:
Common law fraud; federal securities laws 10(b); rule 10b5; Securities Act of 1933.

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The Wharf (Holdings) Limited v. United International Holdings, Inc. cartoons image illustration picture
The Wharf (Holdings) Limited v. United International Holdings, Inc.

Description:
Sale of securities falls under 10(b) of the Securites and Exchange Act of 1934; section 10(b) forbids the use of any manipulative or deceptive device or contrivance relating to the sale of a security that is misleading or operates as a fraud or deceit.

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Securities and Exchange Commission v. SG Ltd. cartoons image illustration picture
Securities and Exchange Commission v. SG Ltd.

Description:
Substance of a transaction; securities laws apply; pyramid scheme.

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Long Island Lighting Company v. Barbash cartoons image illustration picture
Long Island Lighting Company v. Barbash

Description:
Proxy regulations newspapers direct and indirect communications proxies.

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J.I. Case Company v. Borak cartoons image illustration picture
J.I. Case Company v. Borak

Description:
Proxy materials false and misleading statements private right of action fiduciary duty rescission.

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TSC Industries, Inc. v. Northway, Inc. cartoons image illustration picture
TSC Industries, Inc. v. Northway, Inc.

Description:
Proxy omission not material substantial likelihood reasonable shareholder.

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Mills v. Electric Auto Lite Company cartoons image illustration picture
Mills v. Electric Auto Lite Company

Description:
Materiality causality misstatement omission.

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Virginia Bankshares, Inc. v. Sandberg cartoons image illustration picture
Virginia Bankshares, Inc. v. Sandberg

Description:
Directors opinions proxy statement rule 14a 9 and 14(a) knowingly false causation.

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Diamond v. Oreamuno cartoons image illustration picture
Diamond v. Oreamuno

Description:
Directors and officers inside information own benefit derivative action insider trading.

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Securities and Exchange Commission v. Texas Gulf Sulphur Company cartoons image illustration picture
Securities and Exchange Commission v. Texas Gulf Sulphur Company

Description:
Insider trading; trading material inside information; disclose; abstain; disgorgement; Securities Exchange Act of 1934; SEC.

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Chiarella v. United States cartoons image illustration picture
Chiarella v. United States

Description:
Nondisclosure fraud duty to speak.

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Dirks v. Securities and Exchange Commission cartoons image illustration picture
Dirks v. Securities and Exchange Commission

Description:
Insider trading aid and abet scienter quid pro quo.

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United States v. OHagan cartoons image illustration picture
United States v. OHagan

Description:
Misappropriation confidential information fraud ethical wall misappropriation theory.

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Basic Inc. v. Levinson cartoons image illustration picture
Basic Inc. v. Levinson

Description:
Material information reasonable investor substantial likelihood reasonable shareholder.

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Basic Inc. v. Levinson cartoons image illustration picture
Basic Inc. v. Levinson

Description:
Presumption of reliance on misleading material statements market fraud on the market principle rebuttable presumption.

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In Re Oracle Corp. Derivative Litigation cartoons image illustration picture
In Re Oracle Corp. Derivative Litigation

Description:
Directors lack of independence.

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In Re eBay, Inc. Shareholders Litigation cartoons image illustration picture
In Re eBay, Inc. Shareholders Litigation

Description:
Fiduciary duty of loyalty aiding and abetting usurp corporate opportunity doctrine self-dealing.

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Robinson v. Glynn cartoons image illustration picture
Robinson v. Glynn

Description:
Ordinary business transactions common characteristics of stock corporation limited liability company security.

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Secondary Actors Liability For Securities Fraud cartoons image illustration picture
Secondary Actors Liability For Securities Fraud

Description:
Pacific Investment Management Co. LLC v. Mayer Brown LLP; Attribution of false statements to a secondary actor is required in order to hold that actor liable for securities fraud under Rule 10b-5.

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Securities Laws and False Statements cartoons image illustration picture
Securities Laws and False Statements

Description:
Pugh v. Tribune Co.; A participant in a fraudulent scheme is not liable under the securities laws unless he or she had a role in preparing or disseminating false statements.

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Reliance On A Failure To Disclose cartoons image illustration picture
Reliance On A Failure To Disclose

Description:
Affiliate Ute Citizens v. United States; When liability under Rule 10b-5 is predicated on a defendant's failure to disclose a material fact, positive proof of reliance is not a prerequisite to recovery.

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Fraud Claims Must Allege Loss cartoons image illustration picture
Fraud Claims Must Allege Loss

Description:
Metzler Investment Gmbh v. Corinthian Colleges, Inc.; A complaint for securities fraud must allege loss causation, so that the defendant is provided notice of what the relevant economic loss might be or the causal connection.

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Securities and Exchange Commission v. Edwards cartoons image illustration picture
Securities and Exchange Commission v. Edwards

Description:
Investment contract. definition of securities.

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Securities and Exchange Commission v. Wallenbrock cartoons image illustration picture
Securities and Exchange Commission v. Wallenbrock

Description:
Pyramid scheme.

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In the Matter of Kevin Kunz cartoons image illustration picture
In the Matter of Kevin Kunz

Description:
Apparently separate securities offerings, single unified offering, single plan of financing made.

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Securities and Exchange Commission v. GLT Dain Rauscher cartoons image illustration picture
Securities and Exchange Commission v. GLT Dain Rauscher

Description:
Securities professionals are held to a standard of reasonable prudence.

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United States v. Simon cartoons image illustration picture
United States v. Simon

Description:
Certifying a corporation's financial condition, question for the jury, fairly presented the financial condition of a corporation, generally accepted accounting priniciples, generally accepted auditing standards, material, materiality.

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Gallagher v. Abbott Laboratories, Inc. cartoons image illustration picture
Gallagher v. Abbott Laboratories, Inc.

Description:
Publicly traded corporations have no duty of continuous disclosure to their investors.

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Affiliated Ute Citizens v. United States cartoons image illustration picture
Affiliated Ute Citizens v. United States

Description:
Affirmative fraud, rule 10-b5 violation, failure to disclose, causation, concealment, misrepresentation, reliance.

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In Re Razorfish, Inc. Securities Litigation cartoons image illustration picture
In Re Razorfish, Inc. Securities Litigation

Description:
Private Securities Litigation and Reform Act of 1995, psla, appoint lead plaintiff, appoint lead counsel, securities class action, lawyer-driven litigation.

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KPMG, LLP v. SEC cartoons image illustration picture
KPMG, LLP v. SEC

Description:
The sec, enjoin negligent conduct resulting in securities law violations, the securities and exchange commission, evidence of past negligence, substantial likelihood of future violations of federal securities laws.

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In Re WorldCom, Inc. Securities Litigation cartoons image illustration picture
In Re WorldCom, Inc. Securities Litigation

Description:
Underwriters performing a due-diligence investigation of two bond offerings by WorldCom, had a limited number of conversations with the stock issuer and its auditor, made only cursory inquiries, failed to look behind formulaic answers to questions.

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In Re WorldCom, Inc. Securities Litigation cartoons image illustration picture
In Re WorldCom, Inc. Securities Litigation

Description:
Underwriters performing a due-diligence investigation of two bond offerings by WorldCom, had a limited number of conversations with the stock issuer and its auditor, made only cursory inquiries, failed to look behind formulaic answers to questions.

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Asher v. Baxter International, Inc. cartoons image illustration picture
Asher v. Baxter International, Inc.

Description:
Under the safe-harbor provision of 27A of the Securities and Exchange Act, forward-looking statements must be accompanied by meaningful cautionary statements that adequately identify important factors that could cause actual results to differ.

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Asher v. Baxter International, Inc. cartoons image illustration picture
Asher v. Baxter International, Inc.

Description:
Safe-harbor provision of 27A of the Securities and Exchange Act; fraud on the market theory; forward-looking statements must be accompanied by meaningful cautionary statements that adequately identify important risk factors.

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In the Matter of W.R. Grace & Co. cartoons image illustration picture
In the Matter of W.R. Grace & Co.

Description:
Officers and directors of public companies have a duty to make full disclosure as required by all SEC filings and regulations. 21(A) of the Securities and Exchange Act of 1934.

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Nursing Home Pension Fund, Local 144 v. Oracle Corp. cartoons image illustration picture
Nursing Home Pension Fund, Local 144 v. Oracle Corp.

Description:
Private Securities Litigation Reform Act; the allegations in the complaint, taken together, must give rise to an inference of scienter, which requires that the defendant made false statements, knowing that they were false.

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Nursing Home Pension Fund, Local 144 v. Oracle Corp. cartoons image illustration picture
Nursing Home Pension Fund, Local 144 v. Oracle Corp.

Description:
Private Securities Litigation Reform Act; Connect the inferences fraud Rule 10b-5. Allegations in the complaint, taken together, must give rise to an inference that the defendant acted with the requisite scienter of false statements, knowing.

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Dura Pharmaceuticals Inc. v. Broudo cartoons image illustration picture
Dura Pharmaceuticals Inc. v. Broudo

Description:
Fraud on the market; In a securities fraud case, the plaintiff must establish that the defendant misrepresentations proximately caused the plaintiff economic loss.

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Active or Passive Control cartoons image illustration picture
Active or Passive Control

Description:
United States v. Leonard; determining relationship includes reasonable expectation of significant investor control, and not investment contract, courts look beyond formal terms of documents circumstances surrounding relationship.; passive.

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Rule 506 Exemption to 502(B)(2) cartoons image illustration picture
Rule 506 Exemption to 502(B)(2)

Description:
Securities and Exchange Commission v. Ishopnomarkup.com, Inc; A Rule 506 exemption is not forfeited when the issuer of stock makes a good faith effort to comply with its disclosure requirements; advice of councel; exemption; good faith.

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Underwriter Duty to Investors cartoons image illustration picture
Underwriter Duty to Investors

Description:
Dolphin and Bradbury, Inc. v. Securities and Exchange Commission; Because investors rely on the reputation, integrity, independence, and expertise of an underwriter, the underwriter has a obligation to investigate and disclose material facts.

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Is Offering Public or Private cartoons image illustration picture
Is Offering Public or Private

Description:
Hyer v. Malouf; Whether an offering is public or private depends on whether the particular class of persons affected by the offering needs the protection of the 1933 Act.

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Private Securities Litigation Reform Act cartoons image illustration picture
Private Securities Litigation Reform Act

Description:
Tellabs, Inc. v. Makor Issues & Rights, Ltd.; Private Securities Litigation Reform Act survives motion to dismiss only if reasonable person would deem inference of scienter cogent and at least as compelling as any opposing inference; scienter.

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Scienter Requirements of PSLA cartoons image illustration picture
Scienter Requirements of PSLA

Description:
Makor Issues & Rights, Ltd. v. Tellabs, Inc.; When inferences of scienter drawn from the plaintiffs' complaint are at least as strong as any opposing inference, the plaintiffs have successfully pled the necessary scienter.

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10(b) Suits Are For Securities Only cartoons image illustration picture
10(b) Suits Are For Securities Only

Description:
Stoneridge Investment Partners, LLC v. Scientific-Atlanta, Inc.; To sustain a § 10(b) cause of action, there must be "requisite causal connection between defendant's misrepresentation and a plaintiff's injury." ; causation; proximate cause; reliance.

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Can Void Contract if Violates Federal Securities Laws cartoons image illustration picture
Can Void Contract if Violates Federal Securities Laws

Description:
Berckeley Inv. Group, Ltd. v. Colkitt; Under § 29(b) of the Securities Act of 1934, party may rescind contract that, when made or as performed, violates federal securities laws; convertible debenture; debenture; rescission; scienter.

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Subject Matter Jurisdiction in Internation Fraud Case cartoons image illustration picture
Subject Matter Jurisdiction in Internation Fraud Case

Description:
Morrison v. National Australia Bank, Ltd.; Subject matter jurisdiction in a fraud case exists if conduct in the United States was more than merely preparatory to fraud, and directly caused losses to foreign investors abroad; extraterritorial jurisdiction

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Domestic Transaction Under Exchange Act cartoons image illustration picture
Domestic Transaction Under Exchange Act

Description:
Absolute Activist Value Master Fund Ltd. v. Ficeto; a domestic transaction takes place when irrevocable liability is incurred or title is transferred within the United States. The Exchange Act.

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SEC Rulemaking cartoons image illustration picture
SEC Rulemaking

Description:
Business Roundtable v. SEC; The Securities and Exchange Commission must consider efficiency, competition, and capital formation, and failure makes promulgation of the proposed rule arbitrary and capricious. Rule 14a-11.

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PIPE Transactions cartoons image illustration picture
PIPE Transactions

Description:
Huppe v. WPCS Int'l Inc;A beneficial owner's acquisition of securities directly from an issuer, at the issuer's request and with the board's approval, is a "purchase" of those securities under Section 16(b).

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False Statement Under Rule 10b 5 cartoons image illustration picture
False Statement Under Rule 10b 5

Description:
Janus Capital Group Inc. v. First Derivative Traders; For purposes of Rule 10b-5, the maker of a false statement is the person who has the ultimate authority over the statement, including content and distribution.

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Duty to Make Disclosure cartoons image illustration picture
Duty to Make Disclosure

Description:
Panther Partners, Inc. v. Ikanos Communications, Inc.; management has duty to make disclosure when a trend, demand, commitment, event, or uncertainty is both presently known and reasonably likely to have material effects on registrant.

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Aiding and Abetting Proximate Causation cartoons image illustration picture
Aiding and Abetting Proximate Causation

Description:
Securities and Exchange Commission v. Apuzzo; to hold an aider and abettor liable for securities law violations, must show underlying violation that defendant knew about, provided substantial assistance, by participating, and by action.

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Corporate Fraud cartoons image illustration picture
Corporate Fraud

Description:
Think outside the box.

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Quorum cartoons image illustration picture
Quorum

Description:
Board member arrested.

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Corporate Crime cartoons image illustration picture
Corporate Crime

Description:
Embezzlement cartoons.

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