Securities Act Section 12(2) After Gustafson v. Alloyd Co. : What Questions Remain?
Elliott J. Weiss, 50(4): 1209–29 (Aug. 1995)
In Gustafson v. Alloyd Co., 513 U.S. 561 (1995), the Supreme Court held that Securities Act section 12(2) does not apply to a privately negotiated resale of securities. Although the Court reached the correct result, in the author's view, its opinion is poorly reasoned, largely as a consequence of the Court's decision to rely primarily on section 10 of the Act to define the term "prospectus." Of more consequence are the implications of the Court's opinion, especially for offerings under Regulation D and sales pursuant to rules 144 and 144A. This Article analyzes the probable impact of Gustafson's holding on such transactions and considers some related issues. ( Editor's note: Colloquy with Stephen M. Bainbridge, Securities Act Section 12(2) After the Gustafson Debacle, 50 BUS. LAW. 1231 (1995)).
Securities Act Section 12(2) After the Gustafson Debacle
Stephen M. Bainbridge, 50(4): 1231–71 (Aug. 1995)
In a colloquy held in these pages several years ago, Professors Louis Loss and Elliot Weiss debated the scope of liability under section 12(2) of the Securities Act; in the present colloquy, the author substitutes for Professor Loss as the defender of a broad interpretation of section 12(2). In Gustafson v. Alloyd Co., 513 U.S. 561 (1995), which occasioned the need for revisiting this question, the Supreme Court adopted the core of Professor Weiss's argument, holding that liability under section 12(2) is limited to public offerings of securities. In this Article, the author criticizes the Gustafson decision on a variety of grounds, and projects the deleterious effects it is likely to have on the future course of section 12(2) litigation. ( Editor's note: Colloquy with Elliott J. Weiss, Securities Act Section 12(2) After Gustafson v. Alloyd Co.: What Questions Remain?, 50 BUS. LAW. 1209 (1995)).
Law of Private Placements (Non–Public Offerings) Not Entitled to Benefits of Safe Harbors—A Report
committee on Federal Regulation of Securities, ABA Section of Business Law, 66(1): 85–124 (November 2010)
Human Rights Protections in International Supply Chains - Protecting Workers and Managing Company Risk
David V. Snyder and Susan A. Maslow, 73(4) 1093-1106 (Fall 2018)