Business Law

What Is an Acquisition? An acquisition is a business transaction in which one person or company obtains ownership or control of another business, company, asset, or group of assets. In ordinary language, an acquisition means one business buys another business or buys something that belongs to another business. In corporate Read more

Rule 10b-5 Liability: A Complete Guide to Securities Fraud Under Federal Law Introduction Rule 10b-5 is one of the most important anti-fraud provisions in U.S. securities law. It is also one of the most frequently misunderstood. People sometimes describe Rule 10b-5 simply as a rule against “lying to investors.” That Read more

Insider Trading: A Complete Guide to Material Nonpublic Information and Securities Trading Introduction Few concepts in securities law are as widely recognized—and as frequently misunderstood—as insider trading. The phrase often produces an immediate image: a corporate executive secretly learns that a company is about to be acquired, buys shares before Read more

IPOs and Going Public: A Complete Guide to Taking a Company Public Introduction For many businesses, there is a moment when private ownership is no longer enough. A company may have grown substantially, require significant additional capital, want to provide liquidity to its early investors, or seek the visibility and Read more

Private Placements: A Complete Guide to Exempt Securities Offerings Introduction Businesses need capital. A company may need money to launch a business, expand operations, acquire another company, develop new technology, hire employees, or finance an ambitious growth strategy. One way to obtain that capital is through a securities offering. Not Read more

Public Offerings: A Complete Guide to Public Securities Offerings Introduction A public offering is a securities offering in which securities are offered to a broad group of potential investors under a legal framework that permits public participation. Public offerings are one of the principal mechanisms through which businesses can obtain Read more

Registration of Securities: A Complete Guide to Securities Registration Introduction When a company wants to raise money by selling securities to investors, one of the first questions under U.S. federal securities law is: Must the securities be registered? The answer depends primarily on the Securities Act of 1933, commonly called Read more

SEC: Powers and Functions The Securities and Exchange Commission (SEC) is the principal federal agency responsible for administering and enforcing U.S. federal securities laws. Created by Congress in 1934 in the aftermath of the stock-market crash of 1929 and the Great Depression, the SEC occupies a distinctive position in American Read more

What Is a Security? A Complete Guide to the Legal Definition of a Security Introduction The word security sounds simple. Everyone understands that stocks and bonds are securities. But securities law becomes much more complicated when an investment does not look like a traditional stock or bond. Is a promissory Read more