Every so often we receive these types of questions and they are generally homework questions that the attorneys in the legal categories are not permitted to answer. Thank you for the clarification. Please give me a moment to respond to your question.
" Securities Act of 1933
The Securities Act of 1933 was the first major federal securities law passed following the crash of 1929 and was Congress' initial effort to control securities fraud. The Securities Act is in essence a disclosure statute. It has two basic objectives:
- Require that investors receive financial and other significant information concerning securities being offered for public sale; and
- Prohibit deceit, misrepresentations, and other fraud in the sale of securities.
The Securities Act ensures that issuers selling securities to the public disclose material information (information likely to change a reasonable investor's evaluation of a company's stock), and that securities transactions aren't based on fraudulent information or practices. The goal of the Act is to provide investors with accurate information so they can make informed investment decisions.
Below is a more detailed explanation of the Securities Act of 1933. See FindLaw's Securities Law section for more articles and resources.
In general, securities sold in the U.S. must be registered. The Act describes the procedures for registration and specifies the types of information that must be disclosed. In general, the registration forms companies file provide:
- A description of the company's properties and business;
- A description of the security to be offered for sale;
- Information about the management of the company; and
- Financial statements certified by independent accountants.
Registration statements and prospectuses become public soon after filing with the Securities Exchange Commission (SEC). Full disclosure includes the company's goals, the number of shares being sold, what the issuer intends to do with the money, the company's tax status, any lawsuits the company is subject to, and the company's risks. Statements, if filed by U.S. domestic companies, are available through the SEC. In addition, registration statements are subject to examination for compliance with disclosure requirements.
Not all securities offerings must be registered with the SEC. Exemptions from the registration requirement include:
- Private offerings to a limited number of persons or institutions;
- Offerings of limited size;
- Intrastate offerings; and
- Securities of municipal, state, and federal governments.
Federal securities laws are enforced through SEC actions. The SEC can prosecute issuers and sellers who sell unregistered securities, and can seek injunctions if the Act has been violated or if a violation is imminent. Issuers can be ordered to cease and desist from certain activities, and the SEC can seek civil penalties if a party has violated the Act, an SEC rule, or a cease-and-desist order. However, the SEC can't bring actions on behalf of individual investors.
Individual Investor Actions
Although the SEC can't bring actions on behalf of individual investors, the Securities Act allows for individual investors to file civil actions. Below are provisions of the Act allowing for individual suits.
Section 5 and Section 12(a)(1): Purchasers can sue sellers for offering or selling a non-exempt security without registering the security, as long as there's a direct link between the purchaser and the seller, and the suit is within the statute of limitations.
Section 11: Issuers are liable for registration statements that contain "an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading." Under Section 11, a purchaser of a security can bring suit even if he or she bought the security after the initial offering on a secondary market as long as the purchase can be traced back to the initial offering and is within the statute of limitations.
Section 12(a)(2): Any person who offers or sells a security through a prospectus or an oral communication containing a material misstatement or omission, is liable to the purchaser as long as the purchaser didn't know about the misstatement or omission at the time of the purchase.
Section 17(a): This section provides liability for fraudulent sales of securities and makes it unlawful "to employ any device, scheme, or artifice to defraud," "to obtain money or property by means of any untrue statement of material fact or any omission to state a material fact," and "to engage in any transaction, practice, or course of business by which operates or would operate as a fraud or deceit upon the purchaser." http://consumer.findlaw.com/securities-law/securities-act-of-1933.html
“collateral trust certificate
A corporate bond backed by other securities, usually a parent corporation borrowing against securities of its subsidiaries.”
“The Certificate of Live Birth is the first unofficial draft of the fact that your mother gave birth to you. Once this information is complete, this Certificate of Live Birth is sent to the Office of Vital Statistics or State Register to create the Official Birth Certificate.”
“What is a DD214?
The Defense Department issues to each veteran a DD-214, identifying the veteran's condition of discharge - honorable, general, other than honorable, dishonorable or bad conduct. Before January 1, 1950, several similar forms were used by the military services, including the WD AGO 53, WD AGO 55, WD AGO 53-55, NAVPERS 553, NAVMC 78PD, and the NAVCG 553.” http://www.dd214.us/
“The certificate of title will contain enough information to identify the piece of property and any encumbrances, such as mortgages. By contrast, the deed to a piece of real property may also include conditions of ownership and more extensive information about the property. The deed itself is also an integral part of a real estate transfer.
Certificate of Title
Generally, a certificate of title is a state-issued document that proves ownership of property. Certificates of title can be used for both real property (land) and personal property (possessions). The certificate will generally contain the property owner's name and address, as well as some identifying features of the piece of property, such as a vehicle's license plate number or the address or location of a piece of land. However, sometimes the property is encumbered, meaning that someone else may have potential rights to the property (for instance, if another party holds a mortgage on the property or lien on a vehicle). If this is the case, the certificate of title will list such encumbrances as well.” http://finance.zacks.com/certificate-title-vs-deed-8377.html
Based on the above and the definitions can you tell where you are hearing that "these Securities need to be reclaimed under an Action of Inverse Condemnation and I was wondering if you could give any guidance on helping to restore the property to the American people???."