Corporate finance United States corporate law

1 corporate finance

1.1 securities markets
1.2 investment businesses
1.3 auditing
1.4 bankruptcy
1.5 taxation

corporate finance


us securities , exchange commission
dodd–frank wall street reform , consumer protection act
stock certificate, unissued stock , treasury stock

securities markets


securities act of 1933
securities exchange act of 1934
williams act
sec rule 10b-5, unlawful make untrue statement of material fact or omit state material fact necessary in order make statements made... not misleading.
blue chip stamps v. manor drug stores, 421 u.s. 723 (1975) suffering direct loss purchase or sale of stock have standing sue under federal securities law.
tsc industries v northway 426 u.s. 438 (1976) burger cj, material means substantial likelihood reasonable shareholder consider important in deciding how vote .
chiarella v. united states, 445 u.s. 222 (1980) employee of printer figured out upcoming company positions work not liable securities fraud.
basic v levinson 485 u.s. 224 (1988) every affected investor can sue personal loss, under rebuttable presumption of reliance on information (the fraud-on-the-market theory ).
united states v. o hagan 521 u.s. 642 (1997)
matrixx initiatives, inc. v. siracusano 563 u.s. ___ (2011) company reports on products basis securities fraud action
merrill lynch, pierce, fenner & smith, inc. v. dabit, 547 u.s. 71 (2006) state law securities fraud class action claims preempted securities litigation uniform standards act of 1998
janus capital group, inc. v. first derivative traders, 564 u.s. ___ (2011) 5 4 decision related companies not liable under sec rule 10b-5

investment businesses

investment advisers act of 1940
investment company act of 1940
credit rating agency reform act of 2006

auditing

sarbanes–oxley act 2002 §404, listed corporations must document , disclose enterprise-wide system of internal financial information. §301, ceo , cfo must certify integrity of annual financial statements.
schedule 13d, within 10 days acquires beneficial ownership of more 5% of class of publicly traded securities in public company must tell sec.


sea 1934 §13 or 15(d) requires annual report
form 10-k, basic information required securities , exchange commission annual report
form 10-q, required each quarter

bankruptcy


chapter 11, title 11, united states code
claim in bankruptcy
taylor v standard gas , electric company
marrama v citizens bank of massachusetts

taxation