Microeconomics and Business LAw

[ LS311 | Business Law ]

You Can Do IT! 1

Assignment | Unit 9

In this unit's Assignment you will address the features of the Securities and Exchange Act.

Assignment 1:

Dale Emerson served as the chief financial officer for Reliant Electric Company, a distributor of electricity serving portions of Montana and North Dakota. Reliant was in the final stages of planning a takeover of Dakota Gasworks, Inc. a natural gas distributor that operated solely within North Dakota. Emerson went on a weekend fishing trip with his uncle, Ernest Wallace.

Emerson mentioned to Wallace that he had been putting in a lot of extra hours at the office planning a takeover of Dakota Gasworks. On returning from the fishing trip, Wallace met with a broker from Chambers Investments and purchased $20,000 of Reliant stock. Three weeks later, Reliant made a tender offer to Dakota Gasworks stockholders and purchased 57% of Dakota Gasworks stock. Over the next two weeks, the price of Reliant stock rose 72% before leveling out. Wallace then sold his Reliant stock for a gross profit of $14,400.

For your Assignment answer the following questions:

1. Would registration with the SEC be required for Dakota Gasworks securities? 2. Did Emerson violate Section 10(b) of the Securities Exchange Act of 1934 and SEC

Rule 10b-5? 3. What theory or theories might a court use to hold Wallace liable for insider trading?

4. Under the Sarbanes-Oxley Act of 2002, who would be required to certify the accuracy of financial statements filed with the SEC?

Assignment 2

The Case

Langley Brothers, Inc., a corporation incorporated and doing business in Kansas, decides to sell no par common stock worth $1 million to the public. The stock will be sold only within the state of Kansas. Joseph Langley, the chairman of the board, says the offering need not be registered with the Securities and Exchange Commission. His brother, Harry, disagrees. Who is right? Explain.

[ LS311 | Business Law ]

You Can Do IT! 2

In responding to the question be sure to address the following:

Discuss exempt securities pursuant to the Securities and Exchange Act. Determine whether or not Langley Brothers would be subject to registration requirements. Respond in a 1–2 page paper using APA format and citation style. Also include an additional title page and references page.

Directions for Submitting Your Case Analysis:

Before you submit your case analysis (final manuscript–see below), you should save your work on your computer in a location and with a name that you will remember. Make sure your activity is in the appropriate format (Word), then, when you are ready, you may submit on the Dropbox page.

Directions for Submitting Your Assignment: Please label your projects: username-project-unit.doc. For example, a student named Tina Allen would name her file TAllen-CriminalLawEssay-Unit2.doc. Submit your Assignment by selecting the appropriate Dropbox by the end of the unit.