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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.

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TGM
18:41
not sure if I should email them to say that, or just hold off on sending it and not give an excuse
18:41
I think I just wouldn’t reach out and if they ask for them then say that
Dkk
18:41
@tgm Yeah sounds good, say that if they ask
18:47
hey yall
18:47
im premed idk why im here
18:48
we’re like cool and sexy and fun I get it
18:48
true i love ur user
18:49
thank you my little crow friend
Dkk
18:50
Med law easy done
medicine is a scam
join the ethically ambiguous legal field instead
Dkk
18:57
I want to meet an attorney that defends clients who run into flat earth problems. I want an attorney that knows and believes in flat earth theory.
19:05
i want a flat earther for president. i want a guy who posts on 4chan for president. i want someone who mogs for president.
Dkk
19:18
Exactly. My version of that awful poem.
Dkk
19:19
I can accept a president with maybe one or two of the poems traits hut good God, all of them??? No ty.
windyMagician
19:20
president who respects sex is crazy
windyMagician
19:20
we had bill clinton already
Dkk
19:21
Bill Clinton, first and last black president
windyMagician
19:23
I want to go running but my leg feels weird
windyMagician
19:23
it doesn't hurt its just tingly
Dkk
19:26
It needs more alcohol. You tingle when your nerves need watering.
19:27
try stretching it maybe to see what's up
windyMagician
19:27
stretches make me think it's just soreness
windyMagician
19:27
I'm sober lol
Dkk
19:38
Anyone else get the google notification that your LSD password has been compromised lol. LSD got hacked.
20:48
what.jpg @Dkk
CynicalOops
21:03
You think you just fell out of a coconut tree?
jackfrost11770
21:10
nope dk
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