prospectus

Defined in 5 dictionaries — Case Law, U.S. Code, Bouvier (1914), Black's (1910), Anderson (1889)

Definitions from Case Law

From 513 U.S. 561 - Gustafson v. Alloyd Co. · 1995Most cited · 2,171 citing opinions

one thing in § 12 and another in § 10 to adduce strong textual support for that conclusion.

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United States Code

15 U.S.C. § 77B — in this subchapter (2 versions over time)

The term “prospectus” means any prospectus, notice, circular, advertisement, letter, or communication, written or by radio or television, which offers any security for sale or confirms the sale of any security; except that (a) a communication sent or given after the effective date of the registration statement (other than a prospectus permitted under subsection (b) of section 77j of this title) shall not be deemed a prospectus if it is proved that prior to or at the same time with such communication a written prospectus meeting the requirements of subsection (a) of section 77j of this title at the time of 1 such communication was sent or given to the person to whom the communication was made, and (b) a notice, circular, advertisement, letter, or communication in respect of a security shall not be deemed to be a prospectus if it states from whom a written prospectus meeting the requirements of section 77j of this title may be obtained and, in addition, does no more than identify the security, state the price thereof, state by whom orders will be executed, and contain such other information as the Commission, by rules or regulations deemed necessary or appropriate in the public interest and for the protection of investors, and subject to such terms and conditions as may be prescribed therein, may permit.

15 U.S.C. § 77CCC — in this section (4 versions over time)

The term “prospectus” shall have the meaning assigned to such term in paragraph (10) of section 2(a) of the Securities Act of 1933 [15 U.S.C. 77b(a)], except that in the case of securities which are not registered under the Securities Act of 1933 [15 U.S.C. 77a et seq.], such term shall not include any communication (A) if it is proved that prior to or at the same time with such communication a written statement if any required by section 77fff of this title was sent or given to the persons to whom the communication was made, or (B) if such communication states from whom such statement may be obtained (if such statement is required by rules or regulations under paragraphs (1) or (2) of subsection (b) of section 77fff of this title) and, in addition, does no more than identify the security, state the price thereof, state by whom orders will be executed and contain such other information as the Commission, by rules or regulations deemed necessary or appropriate in the public interest or for the protection of investors, and subject to such terms and conditions as may be prescribed therein, may permit.

15 U.S.C. § 80A — in this subchapter (2 versions over time)

“Prospectus”, as used in section 80a–22 of this title, means a written prospectus intended to meet the requirements of section 10(a) of the Securities Act of 1933 [15 U.S.C. 77j(a)] and currently in use. As used elsewhere, “prospectus” means a prospectus as defined in the Securities Act of 1933 [15 U.S.C. 77a et seq.].

15 U.S.C. § 80A — in this subchapter (2 versions over time)

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Bouvier's Law Dictionary and Concise Encyclopedia

John Bouvier; revised by Francis Rawle · 1914

A prospectus of an intended company ought not to omit actual and material facts, or to conceal facts material to be known, the misrepresentation or concealment of which may improperly influence the mind of the reader; for if he is thereby deceived into becoming an allottee of shares and suffers loss he may proceed against those who have misled him. The proper purpose of a prospectus of an intended company is held to be only to invite persons to become original shareholders or allottees of shares in the company. When It has performed this office, it is exhausted; Peek v. Gurney, L. R. 6 H. L. 377; but a purchaser of shares from an original allottee may maintain an action for misrepresentations contained in a prospectus, if he can to his purchase of shares; [1896] 1 Q. B. 372; such an intention may be inferred if the prospectus was circulated after all Its shares had been allotted, particularly if they were taken up by the promoters themselves. See [1892] 3 Ch. 566; 17 Ch. D. 467. The doctrine of Peek v. Gurney is considered by Judge Thompson (Corp. § 1471) as “destitute of any foundation in reason and opposed to the common opinions of justice and business morality.’* It is not followed in this country, where it is held that it is sufficient if the prospectus was issued to influence the public, and the plaintiff saw it and was induced thereby to purchase shares; id. A prospectus set forth that a' tramway company had the right to use steam power as well as horses; the directors believed the statement to be true, but it was not; it was held that the officers of the company were not liable for deceit; Derry v. Peek, L. R, 14 App. Cas. 337. This decision was overruled in England by an act of 1890. If a director of a company knowingly issues or sanctions the circulation of a false prospectus, containing untrue statements of material facts tending to deceive the community, and to induce the public to buy the stock in the market, he is responsible to those who are injured thereby; Morgan v. Kkiddy, 62 N. Y. 319. A letter intended to be used to promote the sale of bonds of a trust company is a representation to all persons to whom It is shown; Nash v. Ins. & Trust Co., 159 Mass. 437, 34 N. E. 625. A prospectus is admissible in evidence in an action at law by a company against its promoters for secret proflts; Simons v. Min. Co., 61 Pa. 202, 100 Am. Dec. 628. See Thomp. Liab. of Off. 309. A statement in a prospectus of the purpose for which money is wanted, is a material statement of fact, and if untrue may be ground for an action of deceit; 29 Ch. Div. 459. A prospectus of a new company, so far as it alleges facts concerning the position and prospects of the undertaking, is a representation to all persons who may apply for shares therein, but not to subsequent transferees of shares; L. R. 6 H. L. 377; but it may be as to the latter, if actively used to induce the purchase of shares; [1896] 1 Q. B. 372; Poll. Torts 284. The material question as to a prospectus is, “Was there or was there not misrepresentation in point of fact?” id. By the Companies (Consolidation) Act 1908, every prospectus must contain particulars respecting the memorandum of association, the shares, the directors, the subscribers to the memorandum of association, the vendors to the company, payments in respect tracts. Parties cannot contract themselves out of the act; [3906] 75 L. J. C. 450; [1906] 2 Ch. 129; if a prospectus contains untrue statements, or material omissions, any subscriber for shares may avoid his contract and the court will not enquire into the exact importance which he attached to each separate statement; [1906] A. C. 24; but see [1910] 1 Ch. 630. He also has an action of deceit against every director or promoter, or person named in the prospectus as about to become a director, or who has authorized the issue of the prospectus. The defendant will not be liable if he had reasonable ground to believe that the statement was true, or that it was a correct statement from a public official document, or from the report of an expert whom he had reasonable ground to believe was competent; Odgers, C. L. 1401. i See Alger, Promoters; Deceit; Misrepresentation; Promoters.

Black's Law Dictionary

Henry Campbell Black, M.A. · 1910

A document published by a company or corporation, 'or by persons acting as its agents or assignees, setting forth the nature and objects of an issue of shares, debentures or other securities created by the company or corporation, and inviting the publlc to subscribe to the issue. A prospectus is also usually published on the issue, in England, of bonds or other securities by a foreign state or corporation. Sweet.

In the civil law. Prospect; the view of external objects. Dig. 8, 2, 3, 15.

A Dictionary of Law

William C. Anderson · 1889

The purpose of a prospectus of an intended company is merely to invite persons to become allottees of the shares, or original stockholders in the company. a prospectus of an intended company ought not to misrepresent actual and material facts, or to conceal facts material to be known, the misrepresentation or concealment of which may improperly influence and Brewer v. Jacobs, 2-3 F. E. 217-44 (1885), cases; 24 Cent. Law J. 663 (1887), cases; 26 id. 886-88 (1888); 13 F. R. 253; 35 Ind. 15, 286; 43 id. 65; M La. An. 246; 4 Cush. 239; 30 Minn. 518; 76 Mo. 669; 100 Pa. 94; 13 R. I. 617; 64 Tex. 673. 'Cooley, Torts, 185; Peck v. Chouteau, 91 Mo. 149 (1886), cases. 3 Lowe V. Wartman. 47 N. J. L. 413 (1685). » Muldoon V. Rickey, 103 Pa. 112 (1883), cases; Burton t-. St. Paul, &c. R. Co.', 38 Mmn. 191 (1885); 18 Cent Law J. 242-45 (18&4), cases; 32 Alb. Law J. 124-26, 145-48 mislead the reader; for it he is thereby deceived into becoming an allottee of shares, and, in consequence, suffers loss, he may proceed against those who thus misled him.'