SEC Regulation Outside the United States (6th edition)

Now in its sixth edition, this is the definitive guide to how the US federal securities laws and the rules and regulations of the SEC apply outside the United States.

The sixth edition of this seminal work - the only publication of its kind in the world - gives you a practical approach to the key issues facing global market participants. These include SEC practice, public offers with US-registered tranches, private placements, cross-border M&A activities, the regulation of non-US money managers and hedge fund advisors, broker-dealer regulation and exemptions, exemptions for offering hedge funds to US persons, compliance with SEC requirements for non-US advisers and broker dealers and key regulatory and enforcement actions involving the Foreign Corrupt Practices Act, insider trading, hedge fund fraud and other matters.

This edition is the first publication to cover these, and other, significant developments:

• Sarbanes-Oxley - new guidance for management on internal controls and definitions of "material weaknesses" and "significant deficiency", and PCAOB AS 5;
• the "roadmap" to end IFRS-US GAAP reconciliations;
• FCPA enforcement developments and actions;
• how the Securities Offering Reforms and free writing prospectuses impact public offers;
• the new foreign private issuer deregistration regime;
• developments in "mutual recognition" for exchanges - and, possibly, broker-dealers;
• PIPE enforcement cases;
• the reduced "holding period" for restricted securities and other changes in private placements;
• new Advisers Act rule 206(4)-8 to prohibit investment advisers from making false or misleading statements to investors in certain pooled investment vehicles, including hedge funds (adopted following Goldstein v SEC that invalidated the "private fund" investment adviser rule);
• a new interpretation on client commissions under the "soft dollar" safe harbour;
• how the SEC’s Office of Compliance Inspections and Examinations inspects non-US investment managers and broker-dealers, and what is involved in compliance for these entities;
• changed disclosure requirements for executive and director compensation, director independence and other corporate matters;

Edited by Mark Berman - a former SEC lawyer and an internationally-recognised expert on SEC regulation.  An essential handbook for anyone with a senior compliance responsibility at public companies, asset management firms and investment banks.