Professional Responsibility Keyed to Hazard
SEC v. National Student Marketing Corp.
National Student Marketing Corp. (NSMC) (Defendant), in acquiring Interstate National Corporation (International) (Defendant), prepared a nine-month interim statement that showed a profit. The merger required an opinion letter be issued from each corporation’s legal representatives and a “comfort letter” from an independent public accountant. The accounting firm, Peat Marwick, found that NSMC’s (Defendant) statement had to be adjusted, after which it would show a loss. NSMC’s (Defendant) comfort letter, showing the adjustment, was unsigned and not even delivered to the closing meeting until shortly before the filing deadline. However, neither the directors nor the attorneys involved chose to delay the closing to resolicit the shareholders. An effort was never made to disclose the contents of the comfort letter to Interstate shareholders, the SEC (Plaintiff), or the public. Following a drastic decrease in the price of NSMC (Defendant) stock, the SEC (Plaintiff) brought an action, seeking injunctive sanctions against NSMC (Defendant) and the representatives (Defendant) of both corporations for securities law violations.
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