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LSDefine

Simple English definitions for legal terms

gun jumping

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A quick definition of gun jumping:

Gun jumping is when a company does things that are not allowed while waiting for permission to do something important, like selling stocks or merging with another company. This is against the law and can get the company in trouble. In the stock market, gun jumping means the company can't talk about selling stocks before they get permission. In a merger, gun jumping means the companies can't start working together before they get permission.

A more thorough explanation:

Gun jumping refers to illegal activities that a company engages in while waiting for regulatory approval for a transaction. This term is used in two contexts: securities regulation and anti-trust regulation.

In securities regulation, gun jumping refers to actions and communications that are prohibited by Section 5 of the Securities Act and Securities and Exchange Commission (SEC) regulations. The IPO process is divided into three timeframes: pre-filing, waiting, and post-effective periods.

  • Pre-filing period: Before filing their registration statement, the issuer is in the pre-filing period. During this time, the issuer is not allowed to make any communications that may affect the market for the sale of the securities.
  • Waiting period: Once the issuer files the S-1, they are in the waiting period. During this time, the issuer and underwriter begin to gauge market interest, and the SEC reviews the registration statement. The issuer is allowed to make offers to sell their security under certain conditions.
  • Post-effective period: Once the SEC approves the issuer’s S-1, they are in the post-effective stage and may sell their security without restriction.

In anti-trust regulation, gun jumping refers to actions that merging companies may take before closing to further the integration of their operations. The federal government regulates gun jumping activities in Section 1 of the Sherman Act and Section 7A of the Hart-Scott-Rodino Act.

An example of gun jumping would be if two companies that are merging collude on product prices before the merger is finalized. This would be illegal because it would restrain free trade.

Both examples illustrate how gun jumping can be harmful and illegal. In securities regulation, gun jumping can affect the market for the sale of securities, while in anti-trust regulation, it can restrain free trade. Companies must wait for regulatory approval before engaging in any activities related to a transaction to avoid gun jumping.

guilty | H1-B visa

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texaslawhopefully
22:30
@KnowledgeableRitzyWasp: That all sounds great. It sounds like it has fairly diverse cuisine for a smaller city
yeah there are so many good cuisines in ithaca
renard99
22:31
@lilypadfrog: that’s a pity I’da be liking them all
texaslawhopefully
22:31
Only food I’m going to miss for sure if I leave Texas is texmex
22:31
waspy hasnt had thai food in ithaca yet. ithaca thai is so good
^^^^ truuuuuu
22:32
there are two major thai places and they have very similar names bc a divorced husband and wife own them lol
22:32
personally i think taste of thai is better than taste of thai express but thats just me
i had pho tho and it was really good and huge portions
texaslawhopefully
22:32
Glad they have good Thai food, I love Thai food! Can’t wait to visit :)
22:33
when tex goes to ithaca i want to come
Dkk
22:34
Crying Tiger, best Thai dish.
damn im so hungry all i had today was a curry tonkatsu and buldak
and it was a lil baby noodle cup
vvv hungry
22:36
curry tonkatsu so yummeh
22:36
whats even open rn? pizza?
CTB is it i think
22:37
is collegetown pizza not open
22:37
i used to get a slice from there or wings over at like 1am after my shift at the restaurant
Dkk
22:48
Ross Ulbricht free. God Bless Trump. Huge win.
JeremyFragrance
22:54
agreed
texaslawhopefully
22:55
This is an interesting read: https://thedispatch.com/article/birthright-citizenship-trump-implications/
Dkk
23:01
I mean, idk how it's possible to end birth right citizenship without amending the constitution because to me the 14th amendment is pretty clear about it.
ross ulbricht tried to hire a hitman to kill 5 people
i am not that sympathetic to him
Dkk
23:04
@KnowledgeableRitzyWasp: That might have been an FBI agent. It was most likely him and he was most likely doing it to retrieve stolen funds that corrupt FBI agents stole, but yeah moral gray area but me personally, cool with hitmen. It's not like it is uncommon to hire hitmen. I don't think the action itself is necessarily wrong but the intent behind it can be.
Dkk
23:05
Like, Boeing whistblowers being killed by hitmen = wrong but a guy hiring hitmen to retrieve stolen funds = good to me.
texaslawhopefully
23:05
@Dkk: Yeah, for sure. My guess is it'll go to SCOTUS and it'll be 8-1 or 7-2, saying that EO was unconstitutional.
Dkk
23:06
Indeed. I need a count for how many exectuive orders he has signed and how many already have pending lawsuits.
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