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The Securities Act of 1933: Assessing and Managing IP Liability

By Kevin Arst and Michael Milani
February 28, 2008

For nearly 75 years, the initial public offering ('IPO') of securities has been regulated by the Securities and Exchange Commission under the authority of the Securities Act of 1933. Among other considerations, the 1933 Act requires the disclosure of anything that might affect the value of the securities being issued and imposes civil liability on those that sign registration statements containing material omissions of fact. Over that same 75-year period, the role of intellectual capital as a leading driver of corporate value has increased significantly. As a result, an issuer's officers, directors, lawyers, underwriters, and auditors should consider whether they fully understand (and disclose) the extent to which intellectual capital drives their company value and risk.

The 1933 Act

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