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Securities Regulation Keyed to Coffee
Securities Exchange Commission v. Manor Nursing Centers, Inc.
Facts
Manor Nursing Centers, Inc. administered a primary and secondary offering of 450,000 shares, funds from sold shares were to be held in escrow until terms of offerings were satisfied. If all offered shares were not sold within 60 days, the offering would be void and the funds reimbursed with interest. Selling stockholders and Manor did not fulfill the requirements set by offering, nor did they receive anticipated proceeds. Prerequisites for utilizing proceeds were known (or should have been known) to Manor and stockholders, however, the funds were not returned to public investors. A suit was brought against Manor by the Securities Exchange Commission (Plaintiff) alleging violations of the antifraud provisions of the 1933 Act and §17(a) and 10(b) of the 1934 Act declaring that Manor did not open an escrow account, that unsold funds were not disclosed, that shares were not sold solely for cash, that funds were never returned to investors, and that specific individuals were further compensated for participating in sales of said shares.
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