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4 Va. L. & Bus. Rev. 1 (2009)

handle is hein.journals/valbr4 and id is 1 raw text is: VIRGINIA LAW & BUSINESS REVIEW VOLUME SPRING 2009 NUMBER 1 GET SHORTY: TOWARD RESURRECTING THE SEC'S ILL-FATED PURSUIT OF PIPE ARBITRAGEURS Michael C. Macchiarolat IN TRO D U CTIO N ...................................................................................................... 2 I. A BRIEF HISTORY OF SECTION 5 .................................................................... 4 I . P IPE T RAN SA CTIO N S .......................................................................................... 7 A . T ypes of PIPE s ......................................................................................... 10 B . Short Sales ................................................................................................... 14 C. Regulation S Abuses and Rule 905 .................................................. 15 III. A SERIES OF SETTLEMENTS ......................................................................... 23 Adjunct Professor, Seton Hall University School of Law. A.B. 1994, College of the Holy Cross; J.D. 1997, New York University School of Law; M.B.A. 2001, Columbia Business School. The author is also a member of the adjunct faculty at St. Francis College in Brooklyn, New York. He currently practices law in New York City in the areas of derivatives and structured products, and has been an equities and synthetics trader at a major investment bank in New York City. This Article is a private publication of the author, expresses only the author's views and does not necessarily represent the views of his firm or any client of his firm. The author would like to thank Chris Burke, Roger Dennis, Frank J. Macchiarola, Jerry Russello, and David Sims for their advice and wise counsel; and Jennifer, Erin, Maggie, and Brian for putting up with an absent-minded professor at home. Copyright © 2009 Virginia Law & Business Review Association

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