securities offerings

Exemplary Stories

Short stories, novellas, fables – they all serve the salutary purpose of illuminating lessons in how we should act. Relatively simple story lines are embellished to make them more interesting, but themes recur. Just as fiction employs commonly recurring literary devices, so it seems that even complex corporate fraud can be reduced to familiar tropes: a wall of inventory piled […]

Issuers Should Believe…and Have a Reason to Believe

In a recent case involving a company called Omnicare, the U.S. Supreme Court made its first significant analysis of liability for opinions expressed by an issuer of securities in a public offering. Such expressions of opinion are a wheeze frequently resorted to by issuers and the deal team’s lawyers when the issuer wants to make a statement in its prospectus […]