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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 | |