Securities Law

Private University, a private nonprofit educational institution located in California, decides to issue "Shares in Learning" certificates in a one-time offering to the public. These shares will be sold for $500 each and entitle the bearer to redeem each certificate for two undergraduate or one graduate college credit in any of its schools at any time in the future. The shares may also be resold without restriction by the initial purchaser. The offering will be made via the Internet.

Will the offering need to be registered with the Securities and Exchange Commission (SEC) under the Securities Act of 1933? Explain. Does your answer differ if "Shares in Learning" are issued by Private College, a proprietary for-profit institution that does business in all 50 states? Why?

Antitrust Law

Review the "AT&T Pulls $39 Billion T-Mobile Bid on Regulatory Opposition article.

In 2011, AT&T attempted a merger with T-Mobile. The Justice Department sued under the act, claiming that the merger would constitute a violation of the antitrust laws. In 2012, AT&T dropped its attempt at the acquisition.

If AT&T had merged with T-Mobile, would the merger have violated antitrust laws? Why, or why not? Do not be unduly influenced by the Justice Department's stance on the issue. Use your own analysis to reach a conclusion.