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Question
When a sale of assets amounts to what in effect is a merger, the acquiring corporation inherits the selling corporation's liabilities.Answer
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Fact Pattern 41-1
Adam, a director of Beta Computer Company, learns that a Beta engineer has developed a new, significantly faster computer chip. Adam buys Beta stock and tells his friend Cathy, who also buys Beta stock. When the new chip is announced three weeks later, Adam and Cathy sell their stock for a big profit.
Refer to Fact Pattern 41-1. Regarding Adam's profits on the purchase and sale of Beta stock, under Section 16(b) of the Securities Exchange Act of 1934 Beta may recapture
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Fact Pattern 41-1
Adam, a director of Beta Computer Company, learns that a Beta engineer has developed a new, significantly faster computer chip. Adam buys Beta stock and tells his friend Cathy, who also buys Beta stock. When the new chip is announced three weeks later, Adam and Cathy sell their stock for a big profit.
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Generally, states have disclosure requirements patterned after federal securities law.
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Private parties cannot sue violators of Section 10(b) and Rule 10b-5.
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Any corporation with more than $10 million in assets must register with the Securities and Exchange Commission.
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b. for a violation of a treaty of the United States or of the law of nations.
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