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Describes the regulatory process for private and public securities offerings, emphasizing the impact on small business (SB). Chapters: legal structure for the oversight of offerings and sale of securities; the process by which SB raise capital through private or public markets; evaluation of state merit review regulatory systems; blue-sky laws; merit review vs. full disclosure systems; 5 ways to evaluate merit review systems; Cal. securities registration system; offerings qualified by the Dept. of Corp.; effects of the Cal. merit review system on Cal. bus.; policy options; eliminate or improve the merit review system; change reg1s.; and cooperate with other States and NASAA1s efforts towards uniformity.
This authoritative resource surveys federal securities laws and rules applicable to the organization, capitalization and operations of private U.S. domestic investment partnerships that invest and trade mainly in the public securities markets. Includes a detailed index.
Informal and student-friendly, this best-selling study guide—also used by Wall Street lawyers and SEC staffers as a reference book—gives an overview of federal securities regulation and illustrates the topic with practical applications. Examples & Explanations: Securities Regulation, Eighth Edition combines clear introductions with examples and explanations that allow students to test their understanding of concepts and practice applying the law to fact patterns—many drawn from actual events in the securities markets. New to the Eighth Edition: Updates on U.S. capital formation in public and private securities markets, with a focus on trends in IPOs, going-private transactions, and private placements New materials on the treatment of “autonomous business” forms and crypto-currencies (including gaming tokens) under the federal securities law Trends in the use of Reg D, Reg A+, and Reg CF over the past several years, given recent amendments to these registration exemptions under the Securities Act of 1933 The timeliness of Section 11 suits under the Securities Act of 1933, as interpreted by the Supreme Court in CALPERS v. ANZ Securities, Inc. (2017) The preemption of state court class actions under the Securities Act of 1933 and the right of defendants to remove such actions to federal court, as interpreted by the Supreme Court in Cyan, Inc. v. Beaver County Employees Retirement Fund (2018) The securities-fraud liability of a securities rep, who disseminated false information provided to him by a superior, as interpreted by the Supreme Court in Lorenzo v. SEC (2019) Lower court application of the “personal benefit” analysis in Salman v. United States (2016) to quid pro quo tips of inside information to family and friends Updates on judicial and SEC enforcement of the federal securities laws—in particular, the use of disgorgement and civil penalties in the sale of nonexempt, unregistered securities The timeliness of disgorgement sanctions in SEC enforcement actions, as interpreted by the Supreme Court in Kokesh v. SEC (2017) The proper appointment of SEC administrative law judges and their authority to impose sanctions in SEC administrative enforcement actions, as interpreted by the Supreme Court in Lucia v. SEC (2018) The availability of Dodd-Frank whistleblower protection to a company executive who reported a possible securities violation within his company but not to the SEC, as interpreted by the Supreme Court in Digital Realty Trust, Inc. v. Somers (2018) The requirement of individualized showings of “domestic transactions” in a securities fraud class action brought against a foreign company whose securities traded on U.S. and foreign markets Professors and students will benefit from: A study guide that introduces students to the subject’s clubbish vocabulary, identifies its important principles, and reveals its layered structure. Chapters in which, after sketching the key concepts of U.S. securities regulation, give students a chance to compare their responses to concrete examples with the book’s detailed explanations. The text includes new and updated charts on: Shareholdings in the US securities markets Capital formation through public and private offerings Actual use of the various registration exemptions The updated examples and explanations include new questions on: “Autonomous business” forms and crypto-currencies Section 11 class actions brought in state court Fraudulent statements “made” by securities professionals Insider trading tips to friends and family Availability of disgorgement sanctions in SEC enforcement actions
When you need a quick answer to a securities question, turn to FUNDAMENTALS OF SECURITIES REGULATION. Loss and Seligman have distilled their authoritative 11-volume treatise, SECURITIES REGULATION, into one convenient volume, offering expert analysis of every significant aspect of securities law, including: Primary liability under 10(b), insider trading Sanctions Disclosure requirements Rules and forms for offerings SEC reporting Forward-looking statements Class action suits Bespeaks caution cases ADR in securities disputes and more. To facilitate more detailed analysis, its fourteen chapters parallel the organization of the full treatise, and extensive cross-references show you exactly where to turn.
Regulation of Securities: SEC Answer Book, Fourth Edition is your complete guide to understanding and complying with the day-to-day requirements of the federal securities laws that affect all public companies. Using a question-and-answer format similar to that which the SEC has embraced, this valuable desk reference provides concise, understandable answers to the most frequently asked compliance questions, and ready access to key statutes, regulations, and court decisions. Designed for both beginners and seasoned professionals, the volume contains approximately 1,400 pages organized in 23 self-contained chapters. Each chapter covers the basics before moving into the nuanced details, meeting the needs of those who seek a general understanding of a topic as well as those grappling directly with critical issues. Twice-yearly supplements keep the book current in this rapidly evolving field. Whether you are a lawyer, accountant, corporate executive, director or investor, youand’ll be able to quickly find concise answers to essential questions about the Dodd-Frank Act, Exchange Act registration and reporting, executive compensation disclosure, derivatives disclosure, managementand’s discussion and analysis, audit committee responsibilities, Sarbanes-Oxley, electronic filing, interactive financial data, tender offers, proxy solicitations, insider trading, going private transactions, shareholdersand’ rights, SEC investigations, criminal enforcement, securities class actions, and much more!
Regulation of Securities: SEC Compliance and Practice 2003 Edition is a comprehensive guide to understanding and complying with the day-to-day requirements of the federal securities laws. Using a question and answer format similar to that which the SEC has embraced, this guide provides public corporations, lawyers, and accountants, As well as company officers, directors, and large shareholders with straightforward answers To The most frequently asked questions on securities regulation and convenient access To The relevant rules, procedures, caselaw, and forms. The 2003 edition of Regulation of Securities: SEC Compliance and Practice significantly expands and updates the previous edition and includes chapters on: Introduction to securities regulation, including the modernized EDGAR system Periodic reporting under sections 13(a) and 15 (d) Reporting of beneficial ownership under sections 13(d) and 13(g) Insider reporting under section 16(a) Short-swing trading and exemptions under section 16(b) Tender offer disclosure requirements Proxy solicitations under section 14(a) Securities fraud under Rule 10b-5 Use of electronic media Selling restricted and control securities under Rule 144 Private resales to institutional investors under Rule 144A Going private transactions under Rule 13e-3
The securities industry is generally regulated by a combination of federal and industry regulation and oversight. FINRA, a self-regulatory organization, is responsible for regulating securities firms doing business with the public in the United States. SEC oversees FINRA's operations and programs. Section 964 of the Dodd-Frank Act mandates GAO to triennially review and report on aspects of SEC's oversight of FINRA. GAO issued its first report in May 2012 (GAO-12-625). This report (1) assesses SEC's implementation of a risk-based framework for overseeing FINRA; (2) reviews SEC oversight activities of FINRA operations; and (3) assesses recent inspections of areas listed in Section 964. GAO reviewed and compared SEC documentation on its risk-based oversight with generally accepted risk-management frameworks, and performance management and internal control standards. GAO analyzed SEC inspection procedures for self-regulatory organizations and inspections of four Section 964 areas, against Government Auditing Standards. GAO selected the four inspections partly based on SEC's FINRA risk assessment and frequency of SEC oversight. GAO also interviewed SEC and FINRA officials.