Question: 1 Kaufman claimed that the prospectus failed to disclose the

1. Kaufman claimed that the prospectus failed to disclose the fact that the average casino “win” would have to top $1.3 billion per day in order to pay the debt back. Should Trump have disclosed that fact? Do issuers have a duty to disclose negative information in the prospectus?
2. Is the “bespeaks caution” doctrine consistent with the ’33 Act’s overall goal of transparency and disclosure in a securities issuance? Why or why not? Could the doctrine be modified to be more favorable to an investor?

Trump and his co-defendants offered securities to the public in order to finance the purchase, construction, and operation of the Trump TajMahal casino. The prospectus stated: “The Partnership believes that the funds generated from the operation of the TajMahal will be sufficient to cover all of its debt service (interest and principal).” The prospectus also contained numerous cautionary statements including the intense competition in the casino industry and the absence of an operating history for the TajMahal.

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  • CreatedNovember 06, 2014
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