Exactly how does a tender offer look like?

I saw a newspaper ad today of the tender offer made by Waterfront for the shares of Acesite Hotel Corporation. You might want to take a look at how the filing in the SEC looks like. Click here. It might help you visualize the provisions of the Code.

Case Assignments for Thursday July 22, 2004

Tender offer

GERBER v COMPUTER ASSOCIATES Click here.

HARTMARX V. A.ROBERT ARBAUD ET.AL Click here. (PDF Format)

KAMEN V. LINDLY ET.AL. Click here. (Doc Format)

Class tomorrow . Same assignment.

REVES vs. ERNST & YOUNG

Here is the correct citation of Reves v. Ernst & Young Click here. Requiered reading.

Case Assignments on Definition of Securities

We will take up the following cases on the definition of "securities" on Thursday July 8, 2004

1. SEC v. W.J. Howey 328 U.S. 293 (1946) Click here.

2. SEC v. Koscot Interplanetary, Inc. Civ. A. No. 17134. United States District Court,N.D. Georgia,Atlanta Division. April 19, 1973.Click here.

3. Williamson v. Tucker , 645 F.2d 404 Click here. (Word Format)

4. Hocking v. Dubois, 885 F.2d 1449, 1455 (9th Cir. 1989) Click here. (Word Format)


5. UNITED HOUSING FOUNDATION, INC. v. FORMAN, 421 U.S. 837 Click here.

6. Reves v. Ernst & Young (91-886), 507 U.S. 170 (1993).
Click here.

New Class Sked

Atty. Reymon Fabros, the Asst. Dean of the Law School, has informed me that our class schedule has been moved to Thursdays at 6:40 to 8:50 pm. I think the shift is final so please if you have conflicts kindly resolve this with the College of Law.

Enron Scam

If you want to have additional information on the story of the Enron Scam which I discussed in passing in our discussion yesterday, this link from BBC might be useful. Click here. We will discuss the Enron Scam in detail at the appropriate time. In other words, it won't be asked in the quiz, at least not yet. So relax guys.

Also, here is a link to Classic Financial Scandals. Click here. We will discuss some of these scandals later at the end of the of the course.

Can the PSE refuse to list shares even if the SEC approves the registration of the shares?

Read this case for next week. Philippine Stock Exchange v. CA G.R. No. 125469 October 27, 1997. Click here.

IPOs last year

This page of the Philippine Stock Exchange lists down the companies which registered their shares and listed them with the PSE last year. Click here. Try downloading copies of their prospectus (prospecti?)and browse over what they have to say. This will help you have a better grasp at the nature of securities registration and listing.

By the way, IPO stands for Initial Public Offering.

If you click the IPO listing the Philippine Stock Exchange, Inc. and Transpacific Broadcast, Inc., and move down to the bottom of the page, they disclosed that their counsel for the issuer or underwriter is the law firm Picazo Buyco Tan Fider & Santos. That's where I worked for seven years. Its one of the few law firms that can truly claim to be a securities law firm. But of course, when I was there, the work was not only on securities but a host of other things.