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Securities Regulation Keyed to Cox
Ackerberg v. Johnson
Citation:
892 F.2d 1328 (1989)Facts
Norman Ackerberg purchased 16,500 shares of unregistered Vertimag Systems Corporation stock in March 1984 for $99,000. He bought 12,500 shares from Clark Johnson, Vertimag’s chairman and founder who had held the shares since 1979 or 1980, and 4,000 shares from Roger Lindquist through Piper, Jaffray & Hopwood. Ackerberg signed a subscription agreement acknowledging the shares were unregistered, not readily transferable, and sold pursuant to exemptions from registration. The agreement stated Ackerberg had access to full information about Vertimag and represented his net worth exceeded $1,000,000, his annual income exceeded $200,000, and his liquid assets exceeded $500,000. Ackerberg’s account at PJH alone totaled approximately $500,000. He received a ninety-nine page private placement memorandum with detailed information about Vertimag before purchasing.
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