Types of Information Disclosed in Securities Issuance - Explained
What Alters the Total Mix of Information?
Written by Jason Gordon
Updated at September 25th, 2021
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Table of Contents
What type of information must an issuer disclose?Discussion QuestionPractice QuestionAcademic ResearchWhat type of information must an issuer disclose?
Securities laws intend to protect individuals from financial loss due to a lack of understanding of the risk associated with an investment or intentional fraudulent activity by an issuer. As such, the SEC requires that anyone offering to sell securities disclose certain material information about the venture to prospective purchasers. The disclosure requirements vary with the type of investor and the amount and context of the security offering. Courts have held that there must be a substantial likelihood that the disclosure of the omitted fact would have been viewed by the reasonable investor as having significantly altered the total mix of information made available.
Note: The total mix is inherently fact specific. It also raises questions about who is the reasonable investor.
Next Article: Rules of Disclosure During Registration Process Back to: SECURITIES LAW
Related Topics
- Securities Act of 1933
- What is an Offer to Sell securities?
- Who are the parties regulated in an offer to sell securities?
- What are the primary disclosure documents required in an offer to sell securities?
- Red Herring Prospectus (Securities) Definition
- Registration of Securities
- What is an issuer allowed to do at each stage of the registration process?
- How are issuers classified for purposes of the registration and offering process?
- What is an issuer allowed to do during the Pre-filing Period?
- What are the limitations on the issuer during the Post-filing, Waiting Period?
- What is an issuer allowed to do during the Post-Effective Period?
- What is an Emerging-Growth Company?
- What type of information must an issuer disclose?
- What laws govern the mechanics of disclosure in a securities offering?
- Deficiency Letter (Securities Law)
Discussion Question
Why do you think the law focuses on the disclosure of only material information? How do you feel about the subjective determination of what information is material?
Practice Question
What standard will a court apply in determining whether an issuer of securities has complied with its duty of disclosure?