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"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.
The highly anticipated Third Edition of Corporate Finance & the Securities Laws is a fully updated version of this classic work by two premier experts in the world of corporate finance. The book explains the legal environment in which capital markets transactions take place as well as explaining the transactions themselves and how professionals can manage the transaction and get it done. Some highlights in the Third Edition are: Underwriting practices the registration and distribution process Private placements Shelf registrations International finance Commercial paper Innovative financial products and asset-backed securities the Third Edition also includes updates on many important developments in corporate finance, including: New standards for IPO allocations the reduced role of analysts in securities offerings driven by reforms separating the interaction of research analysts And The investment bankers who bring in new business an updated look at MD&A (Management Discussion & Analysis) A new chapter focusing on asset-backed securities Sarbanes-Oxley's effects on disclosure requirements and due diligence the growing trend of On-line offerings Dealing with 'gun-jumping' problems Electronic delivery of offering documents New emphasis on financial statement due diligence New NASD corporate financing rule New NASD rule on retention of new issues (formerly the 'hot issue' rule) Exiting the SEC reporting system Innovative financing techniques And The Commodity Futures Modernization Act of 2000 Short sales and equity derivatives Innovations in convertible, exchangeable and equity-linked securities Amended Rule 10b-18 and more
This book opens with a simple introduction to financial markets, attempting to understand the action and the players of Wall Street by comparing them to the action and the players of main street. Firstly, it explores the definition of a security by its function, the departure from the buyer beware environment of corporate law and the entrance into the seller disclose environment of securities law. Secondly, it shows that the cost of disclosure rules is justified by their capacity to combat irrationalities, fads, and panics. The third section explains how the structure of class actions is designed to improve deterrence. Next it explores the economic harm from insider trading and how the law fights it. In sum, the book shows how all these parts of securities law serve the virtuous cycle from liquidity to accurate prices and more trading and how the great recession showed that our securities regulation reacted mostly adequately to the crisis.
This book provides you with the guidance you need to protect your clients' confidential information while facing disclosure and liability concerns under the securities laws.
The author identifies and explains the critical components and functions of the systems for the holding of rights in accounts with intermediaries, identifying underlying principles that should be embodied in modern legislation underpinning the law of a
This title will help you acquire an understanding of the basic content and organization of federal and state securities law. It provides a summary of an intricate regulatory system. An authoritative summary, it covers the essential background and current status of each major area, while keeping details and citations to a minimum. It discusses the regulations governing public offerings, public companies, exemptions from SEC disclosure requirements, securities broker-dealers, as well as investment companies and investment advisers. It also explores sanctions, civil liabilities, and extraterritorial application. This edition includes recent developments including the Dodd-Frank Act as well as the JOBS Act, including the new crowdfunding and expanded Regulation A exemptions.
Covers the Offering Rules, the sweeping reforms for the public offering of securities adopted by the SEC in June 2005. This work includes the Dura Pharmaceuticals decision, with note material examining the full implications; examines the developments regarding forward looking statements and the significant Supreme Court decision; and more.