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Journal of Technology Law & Policy

Document Type

Article

Abstract

The growth of the Internet as a business medium has ignited change in the structure of the capital markets and securities industry. Issuers of securities offerings are increasingly using the Internet, electronic mail, and other electronic communication forms to conduct business with investors. Rapid exposure to a myriad of parties presents greater opportunities for investors to analyze opportunities and directly invest, but also presents dangers regarding the quality and timing of decision-making information. Given these tremendous changes to the infrastructure, how would a domestic company offer registered public securities over the Internet?

This Article begins by examining the regulatory background of registered public securities offerings in the United States. It then discusses Internet-specific rules during an offering, including: (i) issuer communications, (ii) web site content, (iii) the preliminary prospectus and tombstone ads, (iv) testing the market, (v) the electronic delivery of information, (vi) the web site publication of prospectuses, and (vii) jurisdictional challenges. It concluded by examining the Aircraft Carrier Release, a pending reform proposed in 1998.

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