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In one concise volume, the new sixth edition of Securities Law and Practice Deskbook contains thorough but accessible insight into securities law and regulation, including the sweeping Dodd-Frank changes and the Commission's recent enactment of the "proxy access" rules. Featuring step-by-step checklists that spotlight what you should and should not do as an adviser in the securities arena, this practical treatise enables you to help corporate entities * Deal effectively with the Securities Act registration process -- focusing on the procedures, disclosure requirements, and documents involved, including the drafting of prospectuses, the due diligence necessary to ensure accuracy, and electronic filing * Handle registration and reporting under the Exchange Act -- both initial and mandated periodic reporting, including the revisions made under both Sarbanes-Oxley and the recent financial reform legislation * Minimize liability risks under the Exchange Act -- by understanding what triggers violations under Rule 10b-5, Section 16(b), and Section 14, and by avoiding such practices as churning and market manipulation Securities Law and Practice Deskbook covers the recent legislative, regulatory and judicial changes that * Revised the net worth standard of qualifying as an accredited investor * Increased the SEC's ability to impose penalties in cease-and-desist proceedings * Requires the creation of "claw-back" provisions in listed company compensation plans * Significantly revised "proxy access" and "proxy voting" regulations
Securities Litigation: A Practitioner's Guide can help companies cope effectively with this major challenge, by providing you with the guidance you need to help your clients get the competitive edge in securities class actions.
"This book focuses on a very timely and important subject that merit s comprehensive analysis: "rethinking" the securities laws, with particular emphasis on the Securities Act and Securities Exchange Act. The system of securities regulation that prevails today in the United States is one that has been formed through piecemeal federal legislation, Securities and Exchange Commission (SEC) in vocation of its administrative authority, and self-regulatory episodic action. As a consequence, the presence of consistent and logical regulation all too often is lacking. In both transactional and litigation settings, with frequency, mandates apply that are erratic and antithetical to sound public policy. Over four decades ago, the American Law Institute (ALI) adopted the ALI Federal Securities Code. The Code has not been enacted by Congress and its prospects are dim. Since that time, no treatise, monograph, or other source comprehensively has focused on this meritorious subject. The objective of this book is to identify the deficiencies that exist under the current regimen, address their failings, provide recommendations for rectifying these deficiencies, and set forth a thorough analysis for remediation in order to prescribe a consistent and sound securities law framework. By undertaking this challenge, the book provides an original and valuable resource for effectuating necessary law reform that should prove beneficial to the integrity of the U.S. capital markets, effective and fair government and private enforcement, and the enhancement of investor protection"--
Capital Markets Handbook, Sixth Edition is the definitive desk reference for capital market professionals and a complete resource for anyone working in the financial markets field. Written by seasoned professionals in association with the SIA, Capital Markets Handbook covers the latest developments in major securities legislation, and all aspects of documentation, underwriting, pricing, distribution, settlement, immediate aftermarket trading of new issues, compliance issues, a glossary, a bibliography, and appendices containing the full text of the primary statutes and regulations. The Sixth Edition includes coverage of new developments, including compliance issues such as: New amendments to NASD Rule 2710 ("The Corporate Financing Rule") governing underwriting compensation Updates on PIPE and Registered Direct Transactions Amendments to Rule 10b-18 governing corporate repurchase of equity securities Online Dutch auction procedures in use for the Google, Inc. IPO United Kingdom Financial Service Authority guidance on conflict of interest regarding pricing and allocation issues which have been adopted by one major U.S. investment bank Amendments to Rule 105 Regulation M concerning short selling in connection with public offerings Currency conversion in settlement of a global offering NASD Rule 2790-Restriction on the Purchase and Sale of IPO equity securities NASD IPO Distribution Manager procedures for filing with NASD Corporate Financing Proposed NASD Rule 2712 concerning allocation and distribution of shares in an initial public offering A reorganized compliance chapter in a checklist format designed to ease and enhance CEO and CFO Compliance Certification required by a proposed amendment to NASD Rule 3010 (Supervision) and the adoption of Interpretive Material 3010-1 And more
SEC Compliance and Enforcement Answer Book 2015 answers hundreds of real-world questions related to the nuances of unique SEC Enforcement procedure, and provides sophisticated insight on the complex and extensive body of federal securities laws. Edited by David M. Stuart (Cravath, Swaine and Moore LLP), this expert Q&A guide compiles the perspectives of leading practitioners from around the country who have previously served in the SEC Enforcement Division, many of whom were in some of the most senior positions in the Division. Leveraging the authors' experience and expertise, SEC Compliance and Enforcement Answer Book 2015 provides nuts and bolts guidance on: - Conducting an effective internal investigation - while the SEC is simultaneously investigating - Responding to SEC requests and subpoenas for documents, interviews, and testimony - Cooperating effectively with SEC staff - The Wells process, negotiating resolutions, and litigating with the SEC - The complexities that arise when criminal and international law enforcement authorities becomes involved in an SEC investigation Additionally, SEC Compliance and Enforcement Answer Book 2015 answers questions on insider trading, accounting and securities fraud, market manipulation and foreign corruption. The Q&A guide also tackles special issues related to investigations of attorneys, accountants, and those identified by whistleblowers.
About the Book 'Securities Law' is not independent topic in itself and to understand the subject, the student or professional should be aware of some basic and important corporate law concepts e.g. company, types of companies (private company / public company), members /shareholders, shares, debentures, voting rights, listing of shares, prospectus, stock exchange, rights and obligations of shareholders and directors, etc. Handbook on Securities Laws cover these concepts in detail along with discussion on every section/clause of some important legislations like SEBI Act, 1992, Depositories Act, 1996 and Securities (Contract) Regulation Act, 1956. Wherever necessary, reference to the relevant provisions of the Companies Act and Rules, Rules and Regulations made under respective Acts and also SEBI's Annual Report has been given. Some of the key points and issues like powers of SEBI, penalty and adjudication under SEBI Act, UPSI and its materiality, etc. are discussed in the light of latest judgments of the Court or Tribunals.
"This Hornbook is aimed primarily at law students. It is a substantial abridgement of my four-volume Treatise on the law of securities regulation"--P. ix.