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This multi-volume looseleaf treatise covers every step in the handling of securities transactions and is designed to minimize the risk of litigation. Exchange Act registration and reporting, sales of unregistered securities, and Regulation A offerings are discussed in detail.
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
"The universally acknowledged work Securities Regulation is of immense day-to-day value to the practitioner. The authors' analysis of all relevant statutes plus thousands of cases, SEC administrative decisions and letters definitively clarifies such questions as: When does a note fall within the definition of a "security" How have the courts altered the express civil liability provisions of the federal securities laws? Can the SEC impose additional ten-day suspensions on trading without notice? Does scienter include reckless as well as intentional conduct? And countless others, so that you're almost sure to find coverage of the "small point" on which your case may turn."--Publisher's website.
This is a study of the structure of American corporate law, which combines economic analysis with empirical insights to produce a number of policy insights. It is suitable for anyone studying corporate law, securities regulation, comparative company law or federalism.
This book assembles the world's most authoritative specialists for a comparative analysis of the enforcement of corporate and securities laws in thirteen national jurisdictions. It examines the enforcement of corporate and securities laws across the globe and across different legal and political systems from an in-depth comparative perspective.
Informal Corporate Disclosure Under Federal Securities Law, 2009 Editionexamines the regulation of informal disclosure -- e.g., press releases,speeches, analyst conference calls, webcasts, and investor roadshows -- asdistinguished from formal, highly structured disclosure in SEC filings. Thecoverage includes discussion of federal securities law, rules and courtdecisions; self-regulatory organization rules for listed companies, andstandards of practice prescribed by the National Investor RelationsInstitute (NIRI).This updated 2009 Edition includes:discussion of the SEC's recent guidance on the use of company web sites,including advice on the sufficiency of web site disclosure as a means ofdissemination under Regulation FD (see ¶1002)liability for hyperlinks to third-party information (see ¶1003)issues presented by the use of summaries and overviews (see ¶1004)concerns related to blogs and online discussion forums (see ¶1009)The new 2009 Edition also examines materiality principlesgoverning quantitative financial disclosures, specifically the recommendationsof the SEC Advisory Committee on Improvements to Financial Reporting,or CIFiR (see ¶¶403 and 1102). In addition, the work covers recentSEC Compliance and Disclosure Interpretations on the Form 8-K reportingobligation triggered by disclosure of certain financial information (see¶1105). Finally, the 2009 Edition includes discussion ofnew NIRI standards for quarterly earnings releases (see ¶1103), thetext of selected portions of those standards (see Appendix), and a timelinefor preparing an earnings release (see Appendix).