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| Preface | |
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| Background of the Sec Statutes | |
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| Of Bubbles and Giants | |
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| State Regulation of Securities | |
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| The Uniform Securities Acts | |
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| New York and California | |
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| Selective Federal Preemption: The National Securities Markets Improvement Act of 1996 | |
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| Exemptions | |
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| The Battle of the Philosophies | |
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| A Telescopic Preview of the SEC Statutes | |
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| Introduction | |
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| Securities Act of 1933 | |
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| Securities Exchange Act of 1934 | |
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| Public Utility Holding Company Act of 1935 | |
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| Trust Indenture Act of 1939 | |
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| Investment Company Act of 1940 | |
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| Investment Advisers Act of 1940 | |
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| Securities Investor Protection Act of 1970 | |
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| Bankruptcy Reform Act of 1978 | |
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| Preservation of State Jurisdiction | |
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| The Federal Securities Code | |
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| The Securities and Exchange Commission | |
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| The Commission | |
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| The Commission's Staff | |
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| Rules of Conduct for Members and Employees | |
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| Federal Regulation of the Distribution of Securities | |
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| Distribution Techniques | |
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| Strict or "Old Fashioned" Underwriting | |
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| Firm Commitment Underwriting | |
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| Best Efforts Underwriting | |
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| Competitive Bidding | |
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| Shelf Registration | |
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| Securities Underwriting in General | |
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| The Basic Prohibitions of [section]5 | |
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| The Statutory Pattern | |
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| Section 5 before the 1954 Amendments | |
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| The Jurisdictional Base of [section]5 | |
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| The Prefiling Period | |
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| The Waiting Period | |
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| The Posteffective Period | |
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| The Registration Procedure: A Study in Administrative Technique | |
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| The Statutory Pattern | |
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| The Preeffective Period | |
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| Posteffective Problems | |
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| Administrative Proceedings against the Registration Statement [[sections]8(b) and 8(d)] | |
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| Withdrawal of Registration | |
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| Electronic Filing | |
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| Contents of the Registration Statement and Prospectus (Herein of the SEC's Accounting Role) | |
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| Integration of the Disclosure Provisions of the 1933 and 1934 Acts | |
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| Regulation S-K (Nonfinancial Data) | |
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| Financial Statements--The SEC and Accounting (Herein of Regulation S-X) | |
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| International Offerings | |
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| Securities Issued by Foreign Governments | |
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| Offerings from a Foreign Country into the United States | |
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| Offerings from the United States into a Foreign Country [Regulation S] | |
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| Multijurisdictional Disclosure | |
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| Coverage of the Securities Act of 1933: Definitions and Exemptions | |
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| Definitions | |
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| "Security" [[section]2(a)1] | |
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| "Sale" and "Offer" [[section]2(a)(3)] | |
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| "Underwriter" [[section]2(a)(11)] | |
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| "Dealer" [[section]2(a)(12)] | |
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| Exempted Securities | |
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| Exempted Securities versus Exempted Transactions | |
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| Securities of Public Authorities and Banks [[section]3(a)(2)] | |
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| Short Term Notes [[section]3(a)(3)] | |
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| Receivers' and Trustees' Certificates [[section]3(a)(7)] | |
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| Insurance Policies and Annuities [[section]3(a)(8)] | |
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| Exempted Transactions | |
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| Integration | |
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| Voluntary Exchanges [[section]3(a)(9)] | |
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| Judicially or Administratively Approved Exchanges | |
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| Intrastate Issues | |
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| "Small" Issues | |
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| Limited Offerings | |
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| Trading Exemptions | |
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| Resales of Control and Restricted Securities | |
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| Resales after Private Offerings | |
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| Rule 144 | |
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| Rule 144A | |
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| Nonissuer Transactions under the State Blue Sky Laws | |
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| The Resale Problem in Other Contexts under the 1933 Act | |
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| Protective Committee Reform: The Trust Indenture Act of 1939 and Sec Functions under the Bankruptcy Code | |
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| The Trust Indenture Act | |
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| The SEC's Functions in Bankruptcy Proceedings | |
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| Introduction | |
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| The Commission's Present Role under Chapter 11 | |
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| "Control" Concepts Under the Sec Statutes | |
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| The Statutory Contexts | |
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| Determinants of "Control" | |
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| Registration and Postregistration Provisions of the 1934 Act | |
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| Registration | |
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| Exchange-Listed Securities | |
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| Over-the-Counter Securities | |
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| Definitions | |
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| Exemptions | |
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| Nonstatutory Requirements of the Exchanges and the NASD | |
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| Reporting Requirements | |
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| In Connection with Exchange Act Registration | |
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| In Connection with Securities Act Registration | |
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| Administrative Proceedings | |
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| Suspension of Trading | |
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| Proxies | |
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| The Problem (Herein of Costs of Solicitation) | |
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| The Statutory Provisions and General Proxy Rules | |
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| The Proxy Statement and Form of Proxy | |
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| Contested Solicitations and Security Holder Proposals | |
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| False or Misleading Statements [Rule 14a-9] | |
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| Securities Held in "Street Name" or "Nominee Name" [[section]14(b)] | |
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| "Information Statements" When Proxies Are Not Solicited [[section]14(c)] | |
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| Enforcement of the Proxy Rules and Status of Action Taken by Means of Illegally Solicited Proxies | |
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| Tender Offers | |
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| The Phenomenon | |
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| The Williams Act and Other Federal Securities Laws | |
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| State Legislation | |
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| State Corporate Law | |
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| Insider Trading | |
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| Introduction | |
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| Reports of Transactions [[section]16(a)] | |
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| Section 16(b): From the "Objective" to the "Subjective" | |
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| "Profit Realized" | |
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| Measurement of the Six Month Period | |
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| Change of Status | |
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| Definitions | |
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| Exemptions | |
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| Prohibition of Short Selling [[section]16(c)] | |
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| Regulation of the Securities Markets | |
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| Structure of the Securities Markets | |
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| Introduction | |
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| The Stock Markets | |
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| The Over-the-Counter Market | |
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| Options Markets | |
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| Stock Index Futures Markets | |
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| Derivatives Generally | |
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| Securities Exchanges | |
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| Registration of Exchanges | |
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| Exchange Rules and Organization | |
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| Exchange Discipline | |
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| Unlisted Trading | |
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| Securities Associations | |
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| Government versus Self-Regulation | |
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| The National Association of Securities Dealers | |
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| Exemption from the Antitrust Laws | |
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| NASD Discipline | |
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| Brokerage Commission Rate Regulation | |
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| Antitrust Generally | |
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| Commission Rate Regulation | |
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| Clearance and Settlement | |
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| Regulation of Brokers, Dealers, and Investment Advisers | |
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| Broker-Dealer Registration | |
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| The Registration Requirement | |
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| Definitions of "Broker" and "Dealer" [[sections]3(a)(4), 3(a)(5)] | |
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| Exemptions | |
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| Qualifications and Discipline | |
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| Municipal Securities Dealers | |
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| Government Securities Dealers | |
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| Broker-Dealer Substantive Regulation | |
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| Protection of Customers' Funds and Securities | |
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| Inspections | |
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| Short Sales | |
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| Credit Regulation | |
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| Securities Investor Protection Corporation (SIPC) | |
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| Investment Advisers | |
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| Registration | |
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| Definition of "Investment Adviser" | |
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| Exemptions | |
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| Substantive Provisions | |
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| Fraud | |
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| Common Law and SEC "Fraud" | |
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| The Weapons in the Federal Antifraud Arsenal | |
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| The Relation between SEC "Fraud" Concepts and Common Law Deceit | |
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| Issuers and "Insiders" | |
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| Proscription of Trading while in Possession of Material Nonpublic Information | |
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| Insider Purchases at Common Law | |
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| Introduction to Rule 10b-5 | |
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| The Fraud Element | |
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| The Duty Element | |
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| Scienter | |
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| Scope of Rule 10b-5 | |
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| Rule 14e-3 | |
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| Special "Insider Trading" Sanctions | |
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| Brokers and Dealers | |
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| Unreasonable Spreads | |
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| Broker-Dealer Fiduciary Duties | |
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| Duty to Investigate and the Suitability Doctrine | |
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| Churning | |
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| Fraud in Margin Transactions [Rule 10b-16] | |
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| All or None and Similar Offerings [Rules 10b-9, 15c2-4] | |
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| Fraud by Investment Advisers | |
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| Use of the Mails or Interstate Facilities | |
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| Manipulation | |
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| A Classic Portrait of Market Manipulation | |
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| Manipulation before the SEC | |
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| Manipulation of the Securities Exchanges under the SEC Statutes | |
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| Manipulation of the Over-the-Counter Market under the SEC Statutes | |
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| Stabilization | |
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| Background | |
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| Activities by Distribution Participants [Rule 101] | |
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| Activities by Issuers and Selling Security Holders [Rule 102] | |
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| NASDAQ Passive Marketmaking [Rule 103] | |
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| Stabilizing and Other Syndicate Activities [Rule 104] | |
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| Short Sales in Connection with an Offering [Rule 105] | |
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| Issuer Repurchase Safe Harbor [Rule 10b-18] | |
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| Resale Price Maintenance | |
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| Fixed Price Offerings | |
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| Investment Company Act | |
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| Civil Liability | |
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| Common Law and Equity | |
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| Breach of Warranty | |
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| Rescission | |
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| Deceit | |
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| Measure of Damages | |
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| Blue Sky Laws and the Securities Litigation Uniform Standard Act of 1998 | |
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| SEC Statutes | |
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| Introduction | |
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| Securities Act of 1933 | |
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| Securities Exchange Act of 1934: Express Liabilities | |
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| Securities Exchange Act of 1934: Implied Liabilities | |
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| Investment Company Act of 1940 | |
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| Investment Advisers Act of 1940 | |
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| General Provisions | |
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| Secondary Liability | |
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| Defenses | |
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| Arbitration and Nonwaiver Provisions | |
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| Class Actions | |
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| Survivability and Assignability of Actions | |
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| Ancillary Relief | |
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| Indemnification, Contribution, and Insurance | |
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| Attorneys' Fees and Security for Costs | |
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| Right to Trial by Jury | |
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| Government Litigation | |
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| Injunction | |
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| Criminal Prosecution | |
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| The SEC Penal Provisions | |
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| "Willfully" and "Knowingly" | |
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| Relevant Provisions of the Criminal Code | |
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| Procedure | |
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| Parallel Proceedings | |
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| Judicial Review of SEC Orders | |
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| Res Judicata and Collateral Estoppel | |
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| The Commission as Amicus Curiae | |
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| SEC Administrative Law | |
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| Securities Lawyers | |
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| Requirements for Practicing | |
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| The Securities Lawyer in General | |
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| Disciplinary Proceedings | |
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| Investigation | |
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| The Statutory Provisions and the Commission's Procedures | |
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| The Subpoena Power | |
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| Quasijudicial Proceedings | |
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| Statutory Remedies | |
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| Civil Fines | |
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| Cease and Desist Orders | |
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| Corporate Bar Orders | |
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| Rulemaking | |
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| Confidential Treatment | |
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| Freedom of Information Act | |
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| Federal Privacy Acts | |
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| SEC Rules and Procedures | |
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| Conflict of Laws, Procedural Aspects, and "Globalization" | |
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| Jurisdiction and Venue | |
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| Subject Matter Jurisdiction | |
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| Pendent Jurisdiction | |
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| Civil Venue | |
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| Civil Process | |
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| Criminal Actions | |
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| Interstate Choice of Law | |
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| International Aspects | |
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| Choice of Law | |
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| International Agreements and Their Enforcement | |
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| Enforceability of SEC Liabilities in Foreign Courts | |
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| Table of No-Action and Interpretative Letters | |
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| Index | |