Also known as: s. 14 · s 14 · § 14 · s14
Written by attorneys · grounded in primary & secondary sources — see below
2 senses
A statutory provision in the Securities Exchange Act that prohibits fraudulent, deceptive, or manipulative acts or practices in connection with tender offers. The provision also authorizes the SEC to define and prescribe means to prevent such conduct through rulemaking.
A statutory provision in the Securities Exchange Act that prohibits fraudulent, deceptive, or manipulative acts or practices in connection with tender offers. The provision also authorizes the SEC to define and prescribe means to prevent such conduct through rulemaking.
Southland Foods made false statements in connection with a tender offer. The SEC brought an enforcement action alleging a violation of the antifraud rule. The company defended on the ground that its statements fell outside the statutory prohibition.
A section in the Uniform Marital Property Act that governs classification of appreciation on a spouse's individual property as marital property under specified conditions.
Spencer Silver inherited a parcel of land titled solely in his name. During the marriage the land's value rose sharply because of market forces. When the couple divorced, the court examined whether the increase qualified as marital property under the applicable classification rules.
A section in the Uniform Marital Property Act that governs classification of appreciation on a spouse's individual property as marital property under specified conditions.
Each sense below has its own examples, sources, and questions.
Stephen Shaw, an attorney, learned material nonpublic information about a planned tender offer while representing a client. He traded on that information before the offer was announced. Regulators charged him with violating the antifraud provision applicable to tender offers.
Santiago Sanchez alleged that a bidder made false statements about the terms of a tender offer. The court considered whether the statements amounted to a manipulative act under the Williams Act provision governing tender offers.
Sierra Santos alleged that a bidder omitted material facts about financing in its tender offer materials. The court assessed whether the omissions constituted a deceptive act under the antifraud provision applicable to tender offers.
Simone Sanders, a disappointed bidder, sued the target and its advisors for alleged misrepresentations during a tender offer contest. The court examined whether the Williams Act antifraud provision created a private right of action for the losing bidder.
Section 14(e) makes it unlawful for any person to make untrue statements of material fact or to engage in fraudulent, deceptive, or manipulative acts or practices in connection with a tender offer. The provision also empowers the SEC to adopt rules defining and preventing such conduct.
Courts have held that section 14(e) does not create an implied private right of action for a losing bidder to recover damages from the target or its advisors. The provision focuses on protecting investors rather than regulating the outcome of control contests between rival bidders.
Under the Uniform Marital Property Act, appreciation of a spouse's individual property is generally treated as individual property except to the extent section 14 classifies it as marital property. The classification turns on whether the appreciation meets the criteria set out in that section.
…reasonably designed to prevent, such acts and practices as are fraudulent, deceptive, or manipulative." 15 U. S. C. § 78n(e). Section 14(e)'s first sentence prohibits fraudulent acts in connection with a tender offer. This self-operating proscription was one of several provisions added to the Exchange Act in 1968 by the…