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Phelps, Jenkins, Gibson & Fowler, L.L.P.


Business Law

Criminal Liability of Corporate Officers
Under Section 807 of The Sarbanes-Oxley Act of 2002 (Act),1 any person who knowingly commits securities fraud is subject to a hefty fine, a prison term of up to 25 years, or both. Section 807 does not criminalize securities laws violations for the first time; however, it does combine several existing laws so as to facilitate and streamline federal prosecutions. Section 807 does impose significantly harsher criminal penalties than the penalties prescribed under prior laws. More...
The Regulation A Registration Exemption for Small Securities Offerings
Under section 3(b) of the Securities Act of 1933, the Securities and Exchange Commission has established Regulation A to exempt small offerings of securities from registration requirements. While the exemption does not relieve a company from its obligation not to use false or misleading statements or from state law requirements, Regulation A allows companies to issue and sell securities with less burden and expense than normally required. More...
Premerger Second Requests for Information
Parties to mergers or acquisitions involving sales or assets of $100 million or meeting other threshold levels must report their planned merger or acquisition to the Department of Justice or the Federal Trade Commission and wait for 30 days (15 days in the case of a cash tender offer or a bankruptcy sale) following the report before completing the transaction. That waiting period allows the Department or the Commission time to review the transaction for its potential effect on competition before deciding what enforcement action, if any, will be taken. More...
Off-Exchange Foreign Currency Trading
Trading in foreign currency futures and options contracts by retail customers outside of an organized exchange is unlawful unless the party offering the futures and options contracts is a regulated entity described in the Commodity Exchange Act enforced by the Commodity Futures Trading Commission. More...
Sales of Foreign Options and Futures to U.S. Customers
The United States Commodity Futures Trading Commission regulates the offer and sale of foreign futures and options contracts to customers in the United States. Part 30 of rules of the Commission requires that sellers of such contracts must register with the Commission or seek an exemption from registration and that any seller, whether or not registered, must not engage in fraudulent activities. More...

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