Broker Dealer Regulation

by Hazen, Thomas Lee

• ISBN13: 9780314143853
• ISBN10: 0314143858
• Format: Hardcover
• Copyright: 2002-11-01
• Publisher: West Academic

Summary

This law school casebook is devoted to broker-dealer regulation in the securities markets. The book covers SEC and self-regulation of the securities brokerage industry and the securities markets, fraud, manipulation, abusive sales practices, margin regulation, obligations to customers, conflict of interest, and investment advisers. The casebook focuses on regulatory issues as well as civil liabilities of broker-dealers. Designed for use in an advanced course, it includes excerpts from cases and administrative decisions and also from self-regulatory organizations such as the National Association of Securities Dealers (NASD), and also includes materials relating to market regulation generally.

Table of Contents

Preface	iii
Table of Cases	xiii
Table of Statutes and Rules	xvii
PART I. INTRODUCTION AND OVERVIEW
The Regulatory Framework	2	(18)
Broker--Dealers and Public Offerings of Securities	20	(52)
Overview of the 1933 Act	20	(1)
1933 Act Disclosure Requirements	21	(1)
The 1933 Act Registration Process	21	(1)
The Operation of 1933 Act § 5	22	(9)
The Underwriting Process	31	(28)
De Facto Underwriters---Broker--Dealer Liability for Unregistered Offerings	59	(13)
Fraud and Manipulation: An Overview	72	(42)
Anti--Fraud Rules---A Summary	72	(7)
Manipulation	79	(35)
PART II. REGULATION OF THE CONDUCT OF BROKER--DEALER FIRMS
``Self Regulation'' and Broker--Dealer Registration	114	(35)
Overview of Self Regulation	114	(4)
Broker-Dealer Registration	118	(3)
NASD Registration	121	(2)
Self--Policing---The Duty to Supervise	123	(6)
Record--Keeping Requirements	129	(9)
Municipal and Government Securities Dealers	138	(7)
State Regulation	145	(4)
Dealers and Market Makers	149	(112)
Trading Practices	149	(73)
Written Confirmations---Disclosure Requirements	222	(4)
The ``Hot Issue'' Problem	226	(35)
Recommendations	261	(119)
The Obligation to ``Know The Security''	261	(70)
Suitability of Recommendations	331	(28)
``Scalping'' and ``Anti--Touting'' Prohibitions	359	(21)
``Churning''	380	(19)
Compliance Issues	399	(23)
Duty to Supervise	399	(7)
Self--Policing; Compliance Officers	406	(16)
Civil Liability for Violations	422	(36)
Secondary Liability of Brokers and Brokerage Firms	422	(10)
Impact Of Sro Rules On Civil Liability	432	(12)
Arbitration Clauses	444	(14)
PART III. MARKET AND FINANCIAL REGULATION
Market Regulation	458	(63)
Exchanges and the Over the Counter Markets	458	(3)
Regulation of Exchanges	461	(14)
Regulation of Electronic Communication Networks	475	(8)
Trading by Exchange Members	483	(13)
Market Structure	496	(1)
Clearing and Settlement of Transactions	496	(18)
Excessive Volatility---The 1987 and 1989 Market Breaks and Their Aftermath	514	(7)
Financial Responsibility of Broker--Dealers	521	(63)
Net Capital Rules	521	(12)
Customers' Funds and Securities	533	(19)
The Securities Investor Protection Act	552	(2)
Regulation of the Extension of Credit---The Margin Rules	554	(30)
PART IV. REGULATION OF INVESTMENT ADVISERS AND MUTUAL FUNDS (INVESTMENT COMPANIES)
Regulation of Investment Advisers	584	(21)
Coverage of the Act---Who Is An Investment Adviser?---Definition and Exclusions	584	(17)
Registration Requirements	601	(2)
Prohibitions	603	(2)
Regulation of Mutual Funds (Investment Companies)	605	(42)
Background	605	(8)
Definition of Investment Company; Exemptions and Exclusions	613	(6)
Regulation of Fund Activities	619	(1)
Investment Company Governance	620	(18)
Transactions With Affiliates	638	(2)
Sale and Pricing of Fund Shares	640	(7)
Index	647