About the Authors
Preface
Acknowledgments
Chapter 1
INTRODUCTION TO THE SEC AND RELEVANT ACTS RELATING TO CAPITAL MARKETS REGULATION
§ 1.01 Capital Markets Rule of the Game
§ 1.02 Introduction to the U.S. Securities and Exchange Commission
§ 1.03 Compilation of Federal Securities Laws
§ 1.04 Federal Reserve Primer
§ 1.05 Significant Dates in Securities Industry History
Chapter 2
DUE DILIGENCE AND UNDERWRITING DOCUMENTATION
§ 2.01 Due Diligence and Internal Review
§ 2.02 Underwriting Documents
§ 2.03 Letter of Intent
§ 2.04 Distinction Between Firm Commitment Underwritings and Best-Efforts Offerings
§ 2.05 Underwriting Agreement
§ 2.06 Agreement Among Underwriters
§ 2.07 Selected Dealer Agreement
§ 2.08 International Tranches
§ 2.09 Competitive Bidding/Evolution of Shelf Registration Offerings
§ 2.10 Canadian Wrapper
Chapter 3
PRIMARY MARKET, UNDERWRITING AND NEW ISSUE MARKETING
§ 3.01 Underwriting Process
§ 3.02 New Issue Marketing Processes
§ 3.03 Preliminary Prospectus Delivery and Recirculation/ Free Writing Prospectus
§ 3.04 Quiet Period and Offering Reform
§ 3.05 Antecedents of Present Day Corporate Structures, Financing, and Accounting Techniques
§ 3.06 Underwriting Custom, Tradition, and History
Chapter 4
DEAL PRICING
§ 4.01 Pre-Pricing Lead Manager Housekeeping Items
§ 4.02 Pricing Under Rule 430A
§ 4.03 Discussion Points/Negotiating Strategy
§ 4.04 Underwriting Compensation
§ 4.05 Corporate Financing Rule
§ 4.06 Intraday Pricing
§ 4.07 Post-Pricing Housekeeping Items
§ 4.08 Deal Pricing in an After-Hours Trading Environment and Under T+1 Settlement Convention
Chapter 5
ALLOCATION, DISTRIBUTION, AND AFTER-MARKET TRADING OF EXCHANGE-LISTED NEW ISSUES
§ 5.01 Allocation and Confirmation of Underwritten Securities
§ 5.02 Over-Allotment—the “Green Shoe”
§ 5.03 Over-Allotment—“Naked Short”
§ 5.04 Trading Restrictions—Regulation M
§ 5.05 Penalty Clause in the Agreement Among Underwriters
§ 5.06 Offering Distribution
§ 5.07 Deal Allocation
§ 5.08 Institutional Pot
§ 5.09 Stabilization
§ 5.10 Passive Market Making
§ 5.11 Shelf Offerings/Bought Deals
Chapter 6
MARKETING EXEMPT OFFERINGS AND ALTERNATIVE OFFERING STRUCTURES
§ 6.01 Private Placements Under Rule 144A and the PORTAL Market
§ 6.02 Rule 144—Sale of Unregistered Securities
§ 6.03 Rule 152—Limited Safe Harbors from Integration
§ 6.04 Corporate Repurchase of Equity Securities
§ 6.05 Small Public Offerings Crowdfunding
§ 6.06 On-Line New Issue Dutch Auctions
§ 6.07 Depositary Receipts
Chapter 7
SETTLEMENT AND DELIVERY
§ 7.01 Payment, Delivery, and Authority to Borrow
§ 7.02 Market Outs/Calamity Outs
§ 7.03 Termination
§ 7.04 Default
§ 7.05 Settlement with the Issuer
§ 7.06 Settlement with Underwriters
§ 7.07 Settlement with Selected Dealers
§ 7.08 Prospectus Delivery
§ 7.09 Source Materials for Contact Information of Select Securities Industry Entities
Chapter 8
REGULATION AND COMPLIANCE
§ 8.01 NYSE/NASD IPO Advisory Committee Report and Recommendations
§ 8.02 Underwriting Compliance Issues
§ 8.03 Marketing/Research Compliance
§ 8.04 Pricing
§ 8.05 Deal Allocation
§ 8.06 Aftermarket Trading
§ 8.07 Settlement and Delivery
§ 8.08 Other Compliance Issues
§ 8.09 Continuing Professional Education
§ 8.10 “Test-the-Waters”
Chapter 9
DOMESTIC AND SELECTED INTERNATIONAL SECONDARY MARKETS
SELF-REGULATION/SROs/SERVICE PROVIDERS SETTLEMENT
AND CLEARANCE FACILITIES
§ 9.01 Self-Regulation/SROs/Service Providers
§ 9.02 Concept
§ 9.03 Industry-Wide Continuing Education
§ 9.04 Insider Trading
§ 9.05 Registration of Exchanges, National Securities Associations, Broker-Dealers, Settlement and Clearing Facilities, and Other Entities
§ 9.06 Domestic Stock and Options Markets and Clearing Facility
§ 9.07 Source Materials for Contact Information of Select Securities Industry Entities
Chapter 10
LANGUAGE OF WALL STREET
§ 10.01 Glossary
§ 10.02 Service-Marked Derivative Securities
§ 10.03 Building Blocks For Capital Markets Practitioners’ Personal Professional Library
§ 10.04 Bibliography and Suggested Referenced Sources
