Montana oil and mining journal. [volume] (Great Falls, Mont.) 1931-1953, 1938-04-23

It Is with great pleasure that welcome this
opportuuity OF talking with you ABOUT some
of our common problems am no. as.aS
nan. as YOU know, but a lawyer VINO. II as See
,,oor the stand would have 70 ADMIT thss
he couldn't tell the difference between : sS ~
y,fna and an oil Well-or even "OIse sil0t &c
5s51,,t know whether he could or not, because
- nod never seen either. A commission nks
ours has to make use OF q great HAny saiteN
talents-we have accountants eCololilioss s -, o.
curlties trading experts we even nav .
engineers: and we have great many raw sS,oaI
- ts only as a lawyer that want 70 spea -
To Won tonight-a lawyer whose JOY - noS -
mn mines or tell other people no" " ~ ~
sbe-, or even how to finance tnem-ouI %
tuetH -. tsil neople-securities and exchange
,s,s,ssioners securities dealers ana minus
men alike Just what the law means .. 9Au "''-'
they have to do to keep Wltnlh IT,
I would not be realistic Il oon apPie e
- tbst there has been a great deal OF
Clat Ss s. IN S.our territory as to just what
tbe securities act means, ana no" ~ "otH
in the practical situations Whlch cohll . 80
every day. To some extent TINS eo1i rave
have been due to us-or at leess We lii@' 80. -,
ratIed 10 do our full part in clearing II uP'
ant without criticism, 1t is certainty w
nart TO you I do not believe that az u 49, 80
~ even most of you, have aPProacheu el i
~ snd the commissions rules-particulafH
tbe rtles exempting small issues from lesis-
tration-as barriers intentlohany an ora-
ciously interposed by an unsympa.heslS ~ ~
mission between the mining man iooAi 49, -
canitaI and the public looking tor an invest
nent or an interesting speculauoh' puS Cea-
family some OF you have nave mao 4eeteIS
from some Of you telling me- elas ste tbe
Tnission has some kind OF gruoee aea4lsV VIC
Tnlning industry and that its rules are mercy
designed to prevent mining financing. WIla'
YOU have said to each other ABOUT us F4OO
ably wouldn't bear repeating -
rr,.o cborqa that the commission mas
0rudee against the mining lhous1ty - W t -
ridiculous on its face Tor no oono . s au.S
reason suggests itself TO me why any sue. w.
prejudice should exist. But TINS chaIse 70 nv ~
vvhat I want to discuss today LOT II you De
ueve II I couldn't change your minus ~
merely talking; you would walt LOT HloLe ~,
crete gestures Of friendliness anu a,t 70
before being convinced instead Hant W
stick more closely to my own joo' winch as
told you, Is to try to tell eVeryohe Hllo ., La
a concrete specific problem nVolVihs seC ui,-
t,ee inst what he can and should 90 70 COMFY
,-tth the law 1 want to assume, ana 70 nave
vou assume that there are no differences
of policy between us, and that Lhe only .l 1t
we are interested in is in ilnalhs GUY , VIA
tba law and the rules are, ana IN coHpSAs
perhaps the simplest way to begin Is Win
ABSORPTION Of just what the securities aSs -
and how it works in the oru ~ ,s S,rst draw
Of you probably know; but II we IiIss oia y.
fba outline Of the picture II VIII make II
easier to see where some OF the oetaHs 4ls IA
In its general scheme the Seeurltles aes 20
mt a very complicated piece OF LEGISLATION
n has often been called the Truth IN Sc
curities Act" and that Is just what II ls'
Only instead OF merely making II uhAaW
IN general terms to sell securities by fraud
the act seeks to go further, and TO Set up
specific standards and mechanics Of disclosure,
10 that the buyer OF securities, whether ne DC
tnvestor or speculator, may have some chance
OF knowing what he is buying.
So in general. and without the exceptions
which I will come to later the act says TINS;
Anyone who wants to sell securities ny MAJ
on in Interstate commerce shall first file with
the Securities and Exchange Commission
REGISTRATION statement containing all the in
formation about what he Is selling tnat the
h,,vsr would need As a basis for deciding in
telligently whether or not he wants TO buy
Il; who the issuer is. what kind OF business
he Is in, what property he owns, what Is MS
present financial condition. what rlshts tne
hnver will get II he buys the security, how
much OF the money he pays will go into the
enterprise and how much to the promoter ano
underwater, and a lot Of similar things. All
fhis Information the commission is required