Capital Markets Handbook 2003

by Burch, John C., Jr.; Foerster, Bruce S.

• ISBN13: 9780735530614
• ISBN10: 0735530610
• Edition: 4th
• Format: Paperback
• Copyright: 2002-12-01
• Publisher: Wolters Kluwer

Summary

Capital Markets Handbook, Fourth Edition is the definitive desk reference for capital market professionals and a complete resource for anyone working in the financial markets field. Written by seasoned professionals in association with the SIA, Capital Markets Handbook covers the latest developments in securities legislation, and all aspects of documentation, underwriting, pricing, distribution, settlement, immediate aftermarket trading of new issues, information, a glossary, a bibliography, and appendices containing the full text of the primary statutes and regulations. New To The 4th Edition: The Sarbanes-Oxley Act of 2002, which inpart amends the '33 and '34 Acts. NASD Rule 2711 and NYSE Rule 472, limiting communications between analysts and investment bankers about new issue transactions And The extending the quiet period for publication of research by lead and co-managers. Amendments To The NASD Corporate Financing Rule 2710 requiring members to use a new electronic filing system: 'Cobra Desk'. A Regulation M matrix to assist in answering questions about trading securities under Regulation M. And much more!

Table of Contents

About the Authors	p. vii
Foreword	p. xix
Preface	p. xxi
Acknowledgements	p. xxviii
Introduction	p. xxxi
Introduction to the Securities and Exchange Commission and Compilation of the Federal Securities Laws, the Glass-Steagall Act, and the Gramm-Leach-Bliley Act
Introduction to the Securities and Exchange Commission	p. 1
Background and Overview	p. 1
Divisions and Offices	p. 4
General SEC Information	p. 12
Compilation of Federal Securities Laws	p. 14
Securities Act of 1933	p. 14
Banking Act of 1933 (Glass-Steagall Act)	p. 32
Securities Exchange Act of 1934	p. 34
Public Utility Holding Company Act of 1935	p. 40
Trust Indenture Act of 1939	p. 43
Investment Advisers Act of 1940	p. 44
Investment Company Act of 1940	p. 45
Securities Investor Protection Act of 1970	p. 47
National Securities Markets Improvement Act of 1996	p. 48
Financial Services Modernization Act of 1999 (Gramm-Leach-Bliley Act)	p. 50
Federal Reserve System	p. 52
Overview	p. 52
Federal Reserve Regulations	p. 56
Underwriting Documentation
Underwriting Documents	p. 63
Distinction Between Firm Underwritings and Best-Efforts Offerings	p. 64
Letter of Intent	p. 64
Due Diligence Examination	p. 64
Underwriting Agreement	p. 65
Delayed Delivery Contracts	p. 66
Representations and Warranties	p. 67
Underwriting Agreement Covenants	p. 67
Underwriter's Commitment and Default	p. 68
Issuance of Additional Securities and Lock-Up Agreements	p. 69
Conditions in the Underwriting Agreement and Comfort Letters	p. 70
Underwriter's Indemnification	p. 70
Termination of the Underwriting Agreement	p. 71
Agreement Among Underwriters	p. 72
Price Maintenance	p. 73
Claims Against Underwriters	p. 73
NASD and SEC Provisions	p. 74
Termination of the Agreement Among Underwriters	p. 74
Selected Dealer Agreement	p. 75
International Tranches	p. 75
Competitive Bidding	p. 76
Canadian Wrapper	p. 79
Ontario	p. 79
Quebec	p. 80
Underwriting and New Issue Marketing Processes
Underwriting Process	p. 82
New Issue Marketing Processes	p. 84
Quiet Period	p. 87
Antecedents of Present Day Corporate Structures, Financing, and Accounting Techniques	p. 89
Underwriting Custom, Tradition, and History	p. 99
Deal Pricing
Pre-Pricing Lead Manager Housekeeping Items	p. 110
Underwriting Account	p. 110
Selling Group	p. 110
Tombstone Advertising	p. 110
Compliance Items for Initial Public Offerings	p. 110
Additional Items to Consider for Follow-On or Secondary Offerings of Equity Securities	p. 111
Important Pricing Day Details	p. 112
Pricing Under Rule 430A	p. 113
Discussion Points/Negotiating Strategy	p. 115
Underwriting Compensation	p. 121
Corporate Financing Rule	p. 124
Intraday Pricing	p. 127
Post-Pricing Housekeeping Items	p. 127
Deal Pricing in an After-Hours Trading Environment and Under T + 1 Settlement Convention	p. 129
Forms of new Issue Distribution and Aftermarket Trading
Allocation and Confirmation of Underwritten Securities	p. 131
Over-Allotment and Penalty Bid	p. 133
Naked Short Position	p. 135
Trading Restrictions--Regulation M	p. 137
Penalty Clause in the Agreement Among Underwriters	p. 138
Offering Distribution	p. 138
Deal Allocation	p. 140
Institutional Pot	p. 142
Types of Institutional Pot--Equity Offering	p. 143
Stabilization	p. 147
Passive Market Making	p. 150
Bought Deals	p. 152
Private Placements Under Rule 144A	p. 152
Private Investment in Public Equity (PIPE)	p. 153
Registered Direct Offerings	p. 154
Regulation D Offerings	p. 154
Regulation S Offerings	p. 155
Rule 144--The Sale of Unregistered Securities	p. 155
Rule 155--Limited Safe Harbors from Integration	p. 157
Corporate Repurchase of Equity Securities	p. 158
On-Line Dutch Auctions	p. 159
Depositary Receipts	p. 161
Settlement and Delivery
Payment, Delivery, and Authority to Borrow	p. 165
Market Outs/Calamity Outs	p. 166
Termination	p. 168
Default	p. 168
Settlement with the Issuer	p. 169
Settlement with Underwriters	p. 172
Settlement with Selected Dealers	p. 174
Compliance
Free Riding and Withholding	p. 175
Firm Compliance--Compliance Desk and the Safe Harbor Cancellation Rule	p. 178
Qualified Independent Underwriter	p. 179
Conflicts Rule	p. 180
Regulation of the Allocation Process	p. 181
Self-Regulation Concept--Major Domestic and Selected International Securities Markets and Other Entities Interfacing with the Securities Industry
Industry-Wide Continuing Education	p. 184
Insider Trading	p. 184
Registration of Exchanges, National Securities Assocations, and Other Entities	p. 185
Broker-Dealer Registration	p. 186
American Stock Exchange	p. 189
Arizona Stock Exchange	p. 190
Boston Stock Exchange	p. 190
Chicago Board Options Exchange	p. 190
Chicago Stock Exchange	p. 190
Cincinnati Stock Exchange	p. 190
International Securities Exchange	p. 191
Nasdaq Stock Market	p. 191
New York Stock Exchange	p. 191
Pacific Exchange	p. 192
Philadelphia Stock Exchange	p. 192
Third Market	p. 192
Fourth Market	p. 192
Appendices
Securities Industry Third-Party Service Providers and Publications	p. 203
Financial Printers	p. 213
Tombstone Advertising and Third-Party Service Providers	p. 215
Rating Agencies	p. 221
Electronic Communication Network Contact Information	p. 225
SIA Best Practices	p. 229
Securities Act of 1933	p. 237
General Rules and Regulations Promulgated Under the Securities Act of 1933	p. 313
Securities Exchange Act of 1934	p. 379
General Rules and Regulations Promulgated Under the Securities Exchange Act of 1934	p. 657
Regulation M Promulgated Under the Securities Exchange Act of 1934	p. 693
National Securities Markets Improvement Act of 1996	p. 715
Pertinent NASD Notices to Members	p. 771
Significant Dates in Securities Industry History	p. 919
Glossary	p. 937
Investment Bank Service Marked Derivative Securities	p. 999
Bibliography/Suggested Reference Sources	p. 1005
Index	p. 1011
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