Fundamentals of Securities Regulation

ISBN-10: 073554199X
ISBN-13: 9780735541993
Edition: 5th 2003 (Revised)
List price: $325.00
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Book details

List price: $325.00
Edition: 5th
Copyright year: 2003
Publisher: Wolters Kluwer Law & Business
Publication date: 12/19/2003
Binding: Hardcover
Pages: 1602
Size: 6.50" wide x 9.25" long x 2.25" tall
Weight: 3.740
Language: English

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

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