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United States Securities Law: A Practical Guide, 3rd Edition

United States Securities Law: A Practical Guide, 3rd Edition

Author: James M. Bartos
Publisher: Kluwer Law International
ISBN: 9789041123626
Published In: September 2006
Format: Hardback , 324 pages
Jurisdiction: U.S. ? Disclaimer:
Countri(es) stated herein are used as reference only

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Capital raising, mergers and acquisitions and securities trading around the world often involve some connection with the United States and implicate the US securities laws.

United States Securities Law: A Practical Guide ,offers a concise overview of US securities laws from the perspective of a non-US participant. It is written not only for lawyers but for managers, bankers and others with an interest in the topic.

This new edition has been significantly updated and expanded, including for the SEC's recent offering reforms and corporate governance developments.

Foreword,

The Author,

Acknowledgements,

Introduction

The Framework for US Securities Regulation

§ 1 Concurrent Federal and State Jurisdiction

§ 2 Theory of Full Disclosure

§ 3 Basic Structure of Federal Regulation – 1933 Act and 1934 Act

§4 Integrated Disclosure System

§ 5 Other Securities Laws

§ 6 Additional Federal Regulation

§ 7 Organization of this Book

Chapter 1 Public Offerings Section 1 Regulation of Securities Offerings: the 1933 Act Section 2 Registration Procedure Section 3 Publicity Section 4 Special Types of Offerings

Chapter 2 Offerings Exempt from SEC Registration Section 1 Exemption from Registration Based on Section 2 Exemptions from Registration Based on the Type of Offering Section 3 International Offerings Section 4 Secondary Market Transactions Section 5 Rule 144A Offerings Section 6 Further Considerations in Private and Rule 144A Offerings

Chapter 3 Special Issues in Public and Private Offerings Section 1 Public vs. Private and Rule 144A Offerings: a Comparison Section 2 Equity Linked Transactions Section 3 Problems of Integration Between Public and Private Offerings Section 4 Problems Posed by the Investment Company Act Section 5 Research Section 6 IPO Practices Section 7 State Securities Laws Section 8 Self-Regulatory Agencies

Chapter 4 1934 Act Registration and Integrated Disclosure Requirements Section 1 Principles of Registration under the 1934 Act Section 2 Requirements Subsequent to Registration Section 3 Integrated Disclosure Requirements Section 4 Corporate Governance

Chapter 5 Mergers and Acquisitions Section 1 Pre-Bid Share Acquisitions Section 2 Federal Securities Law Applicable to Tender Section 3 “Going Private” Transactions Section 4 Registration Requirements Section 5 Proxy Solicitations Section 6 Strategies for Foreign – Foreign Bids Section 7 Other Federal Laws Section 8 State Law Applicable to Mergers and Acquisitions Section 9 Acquisition Techniques Section 10 Defensive Techniques for a US Company

Chapter 6 Market Regulation Section 1 Disclosure Section 2 Insider Trading Section 3 Distribution of Securities Section 4 Other Laws

Chapter 7 Listing and Trading Section 1 Stock Exchanges Section 2 Over-the-Counter Markets Section 3 Clearance and Settlement

Chapter 8 Market Regulators and Market Participants Section 1 Securities and Exchange Commission Section 2 Other Regulatory Authorities Section 3 Enforcement of Securities Regulations Section 4 Regulation of Broker-Dealers Section 5 Other Market Participants

Chapter 9 Financial Instruments Section 1 Creating Securities Section 2 Form of Securities Section 3 Other Financial Instruments Index

Praise for the Second Edition:

This book has been a valuable resource in effectively counselling my company in the intricacies of SEC regulation. Jim, with his many years of counselling foreign issuers out of his firms London office, writes with a perspective that is particularly relevant to the needs of foreign companies listed on US exchanges. George Miller, Executive Vice President and General Counsel, Novartis Corporation.

A well written and useful primer for those looking for quick, practical answers to real life questions or who wish to understand better the background and rationale to US securities law and regulation. Leland Goss, Managing Director, Credit Suisse.

This book really is a practical guide to the US securities laws. It does a great job of explaining the rules and regulations in a way that can be understood by readers that are not themselves US securities lawyers. Peter Castellon, Director & Counsel, Citigroup Corporate & Investment Banking.