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Full-Text Articles in Securities Law
Perlman V. Feldmann: A Case Study In Contemporary Corporate Legal History, Jan G. Deutsch
Perlman V. Feldmann: A Case Study In Contemporary Corporate Legal History, Jan G. Deutsch
University of Michigan Journal of Law Reform
The author gives the following introduction to this article: “When I was a law student, taking a course in introductory corporate law, what was heard around the halls was that most of corporate law would be learned if one understood Perlman v. Feldmann. I agree with that statement, and I have agreed more strongly each year I myself have taught introductory corporate law. Indeed, I now believe one would also learn a good deal about the significance of-the corporation in American life during the past two decades. Unfortunately, however, it seems to me-on the basis of having read everything …
Proposed Sec Rules For Private Offerings: The Impact On Venture Capital Financing, Gregory A. Kearns
Proposed Sec Rules For Private Offerings: The Impact On Venture Capital Financing, Gregory A. Kearns
University of Michigan Journal of Law Reform
In order to facilitate venture capital financing, corporations rely upon the private offering exemption from the registration and prospectus requirements of the Securities Act of 1933. In an attempt to prevent this exemption from serving as a conduit for the flow of securities into the public securities markets, the Securities and Exchange Commission (SEC) has proposed new rules regulating the resale of securities purchased in a private offering. These proposals would alter, among other things, the existing holding period, sales limitation, and financial information requirements. This article will examine the impact of the proposed *rules on venture capital financing of …