Another question re mid-term and my videos on D2L

Hi Professor, The videos were informational.

I have two questions: 1. To whom do make your disclosures when you are selling a security? 2. If a corporation with stockholders and one of them want to sell his/her stock, isn’t that stock already registered since it was previously sold?

  1. For securities laws purposes, the security has to be “registered.” It’s not about you disclosing anything. If it’s a duty to disclose under Rule 10b-5, you disclose to the other party (if there is a duty to disclose). If you cannot disclose (because you don’t know who the other party is), you must abstain from trading.
  2. Stock doesn’t just stay registered, the basic rule of “register unless exempt” applies to every transaction.

Leave a Reply

Fill in your details below or click an icon to log in:

WordPress.com Logo

You are commenting using your WordPress.com account. Log Out /  Change )

Google photo

You are commenting using your Google account. Log Out /  Change )

Twitter picture

You are commenting using your Twitter account. Log Out /  Change )

Facebook photo

You are commenting using your Facebook account. Log Out /  Change )

Connecting to %s