Securities Law

by Soderquist, Larry D.; Gabaldon, Theresa A.

• ISBN13: 9781587787379
• ISBN10: 1587787377
• Edition: 2nd
• Format: Paperback
• Copyright: 2004-01-01
• Publisher: Foundation Pr

Summary

Professors Larry D. Soderquist and Theresa A. Gabaldoh have authored a concise, well organized text that provides a solid understanding of the basic securities laws. Terms and concepts are detailed to assist the student in understanding securities law and to make it a vibrant subject for study. Highlights include: What is a Security, World of Securities Law, Business Context of Securities Law, What can be done during Securities Act Registration, How Securities are Registered under the Securities Act, Exemptions from the Registration Requirements, Resales by Security Holders, Liability for Violations of the Securities Act, Commission's General Exemptive Authority and Registration and Periodic Reporting Under the Exchange Act, Proxy Regulation, Tender Offers, Rule 10b-5, Short-swing Trading Under Section 16, Exchange Act Regulation of the Securities Business, International Aspects of Securities Law. As part of our hew Foundation Press Concepts and Insights Series, we are proud to offer professors and students this concise and insightful guide. Book jacket.

Table of Contents

Preface	p. v
Introduction	p. 1
What is a Security	p. 2
Statutory Definition	p. 2
Investment Contract	p. 3
Investment of Money	p. 4
Common Enterprise	p. 4
Expectation of Profits	p. 5
Solely from the Efforts of Others	p. 6
Unless the Context Otherwise Requires	p. 8
World of Securities Law	p. 12
New Deal Securities Statutes	p. 12
Hierarchy of Regulation	p. 14
Where to Find the Law	p. 17
Government Publications	p. 17
Private Publications	p. 19
State Securities Regulation	p. 20
Special Position of Securities Lawyers	p. 21
Business Context of Securities Law	p. 26
Reasons Companies Register Securities	p. 26
Advantages of Registration or Being Publicly Held	p. 26
Cashing In	p. 26
Economy	p. 27
Control	p. 27
Creation of Liquidity	p. 27
Prestige	p. 28
Estate Planning	p. 28
Executive Recruiting and Retention	p. 28
Acquisitions	p. 29
Disadvantages of Registration or Being Publicly Held	p. 29
Expense	p. 29
Disclosure of Information	p. 30
Freedom of Action	p. 30
Income Expectations	p. 30
Functions of Securities Firms	p. 31
Underwriting	p. 31
Acting as Dealer, Broker, and Market Maker	p. 32
Investment Banking	p. 33
Steps in a Registered Offering	p. 33
What Can Be Done During Securities Act Registration	p. 36
Types of Issuers	p. 36
Securities Act Section 5	p. 37
Prefiling Period	p. 37
Scheme of the Statute	p. 37
What Is an Offer	p. 39
Statutory Definition	p. 39
Conditioning the Market	p. 40
General Exceptions	p. 44
Special Situations	p. 45
Waiting Period	p. 46
Scheme of the Statute	p. 46
What Is a Sale	p. 49
Special Situations	p. 50
Acquisitions	p. 50
Spin-offs and "Free" Stock Offerings	p. 52
Pledges	p. 53
What Is a Prospectus	p. 54
Indirect Offers	p. 55
Exceptions	p. 57
Preliminary Prospectus Delivery Requirements	p. 58
Posteffective Period	p. 59
Scheme of the Statute	p. 59
Section 5(b) and Defective Prospectuses	p. 61
Final Prospectus Delivery Requirements	p. 63
Summary	p. 65
How Securities Are Registered Under the Securities Act	p. 67
Scheme of the Statute	p. 67
Drafting a Registration Statement	p. 68
Registration Statement Forms	p. 68
Rules, Regulations, and Industry Guides	p. 70
Getting the Job Done	p. 72
Procedures of the Commission	p. 74
Review and Comment Procedure	p. 74
Delaying and Accelerating Effectiveness	p. 75
Shelf Registration Under Rule 415	p. 77
Refusal Orders, Stop Orders, and Withdrawal	p. 78
Exemptions From the Registration Requirements	p. 79
Scheme of the Statute	p. 79
Private Placements	p. 80
Intrastate Offerings	p. 84
Statutory Exemption	p. 85
Rule 147	p. 87
Limited Offerings: Sections 3(b), 4(2), 4(6), and 28; Regulations A, D, CE and S; Rules 701, 801 and 802	p. 87
	p. 87
Regulation A	p. 88
	p. 88
Regulation D	p. 89
Regulation D Exemptions	p. 90
Regulation CE	p. 91
Rule 701	p. 92
Rules 801 and 802	p. 92
Regulation S	p. 92
Resales by Security Holders	p. 93
Control and Restricted Securities	p. 93
Public Resales Outside Rule 144	p. 96
Sales of Control Securities	p. 96
Sales of Restricted Securities	p. 98
Public Resales Under Rule 144	p. 101
Rule 144A and Other Private Resales	p. 103
Liability for Violation of the Securities Act	p. 105
Criminal and Other Governmental Actions	p. 105
Civil Liability	p. 108
	p. 108
	p. 111
	p. 111
	p. 111
	p. 114
	p. 114
	p. 114
Indemnification and Contribution	p. 117
Commission's General Exemptive Authority and Registration and Reporting Under the Exchange Act	p. 119
Commission's General Exemptive Authority	p. 119
Exchange Act Securities Registration	p. 120
Periodic Reporting Under the Exchange Act	p. 121
Edgar	p. 124
Foreign Corrupt Practices Act	p. 124
Sarbanes-Oxley Act of 2002	p. 125
Proxy Regulation	p. 128
Exchange Act Section 14 and the Proxy Rules	p. 128
How the Proxy System Works	p. 129
Proposals of Security Holders	p. 131
False or Misleading Statements	p. 132
Materiality	p. 132
Causation	p. 133
Degree of Fault Required	p. 135
Other Liability Issues	p. 136
Tender Offers	p. 138
Williams Act	p. 139
What is a Tender Offer	p. 140
Issues in Williams Act Litigation	p. 142
Who May Bring Suit?	p. 142
	p. 143
	p. 143
Conduct Proscribed by Section 14(e)	p. 144
Other Liability Issues	p. 146
Fraud and Related Issues Under Rule 10b-5 and the Sarbanes-Oxley Act	p. 148
How It All Started And Where It's Gone	p. 148
"In Connection With" Requirement	p. 150
Reliance and Causation	p. 154
"Purchaser-Seller" Requirement	p. 155
Fault Required	p. 156
Persons Subject to Trading Constraints	p. 157
Issuers' Duty to Disclose	p. 162
Materiality	p. 164
Damages and Penalties	p. 165
Statute of Limitations	p. 167
Controlling Person Liability, Aiding and Abetting, and Conspiracy	p. 168
Contribution	p. 169
Fraud and Related Issues Under the Sarbanes-Oxley Act	p. 169
Liability for Trading Profits Under Section 16(b) and the Sarbanes-Oxley Act	p. 172
	p. 172
Persons Liable	p. 173
Titles	p. 174
Deputization	p. 174
Beneficial Ownership	p. 175
What is a Purchase or Sale	p. 176
Timing of Purchases and Sales	p. 177
Standing to Sue	p. 178
Calculation of Profits	p. 179
Sarbanes-Oxley Blackout Trading Prohibition	p. 180
Exchange Act Regulation of the Securities Business	p. 182
Regulation of Stock Exchanges and the NASD	p. 182
Regulation of Brokers and Dealers	p. 184
Margin Requirements	p. 186
Market Manipulation and Stabilization	p. 186
International Aspects of Securities Law	p. 190
Internationalization of the Securities Markets	p. 190
When and Where United States Laws Apply	p. 191
Breadth of "Interstate Commerce"	p. 191
Importance of Context	p. 191
United States Registration Requirements	p. 192
Securities Offered Abroad	p. 193
Regulation S	p. 193
Certain Press Communications	p. 194
Website Postings	p. 194
Outside the Safe Harbors	p. 195
Securities of Foreign Issuers Offered in the United States	p. 196
Exemptions from Securities Act Registration	p. 196
Securities Act Registration by Foreign Issuers	p. 197
Exchange Act Registration and Reporting by Foreign Issuers	p. 197
Special Case of American Depositary Receipts	p. 198
United States Antifraud Requirements	p. 198
Judicial Attitude and Congressional Intent	p. 198
"Conduct" and "Effects" Tests	p. 199
Approach of the Restatement (Third)	p. 199
Other Requirements of United States Law	p. 200
Enforcement Matters	p. 200
Table of Cases	p. 203
Index	p. 207
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