Dryler Corporation sold unregistered securities that were required under the 1933 Act to be registered. Howlett-Midland Corporation used an outdated prospectus in the sale of its securities. Discuss the civil liability of the companies for these acts
Section 12(a)(1) of the 1933 Act imposes express civil liability for the sale of an unregistered security that is required to be registered, the sale of a registered security without delivery of a prospectus, the sale of a security by use of an outdated prospectus, or the offer of a sale before the filing of the registration statement. Liability is strict or absolute, because there are no defenses. The person who purchases a security sold in violation of this provision has the right to tender it back to the seller and recover the purchase price. If the purchaser no longer owns the security, he may recover monetary damages from the seller.
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In a contract involving elements of both goods and services, a court will determine whether Article 2 of the Uniform Commercial Code (UCC) applies by:
A. asking if the contract is barred by public policy. B. balancing the need to apply a uniform standard with the interest of justice. C. using the criteria of reasonableness. D. asking which element predominates in the contract.
While formulating marketing strategy, companies such as Amway, Tupperware, and Mary Kay Cosmetics differentiate on the basis of:
A) retail sales as opposed to door-to-door. B) door-to-door as opposed to retail sales. C) retail sales as opposed to mass marketing. D) mass marketing as opposed to customized marketing.
If a company is considering the purchase of a parcel of land that was acquired by the seller for $94,000 is offered for sale at $168,000, is assessed for tax purposes at $104,000, is considered by the purchaser as easily being worth $158,000, and is purchased for $155,000, the land should be recorded in the purchaser's books at:
A. $104,000. B. $158,000. C. $156,500. D. $155,000. E. $168,000.
Corporate taxes and tariffs are particular transfer-pricing concerns of
a. investment centers. b. multinational corporations. c. division managers. d. domestic corporations involved in importing foreign goods.