Monday, November 12, 2007

M&A - Points to Refresh Weston's Book Ch.2

The legal and Regulatory Framework

The takeover laws are closely interlinked with securities laws.

Federal Securities Laws of USA

8 main statutes

# Securities Act of 1933
# Securities Exchange Act of 1934
# Public Utility Holding Company Act of 1935
# Trust Indenture Act of 1939
# Investment Company Act of 1940
# Investment Advisers Act of 1940
# Securities Investor Protection Act of 1970
# Sarbanes-Oxley Act of 2002 (SOA)

Relevance of of the various Acts.

The Securities Act of 1933 insists on information.

Section 5 prevents the public offering and sale of securities without a registration statement.

Section 8 provides for registration and permits the statement to automatically become effective 20 days after it is filed with the SEC. However, SEC has the power to issue a stop order.

Securities Exchange Act of 1934 — basis of later amendments applicable to takeover activities.

SEC imposes periodic disclosure requirements under Section 13 of Securities Exchange Act of 1934. One of the forms, Form 8-K is to be filed whenever specified events occur.

Section 14 governs proxy solicitation.

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