Securities Regulation

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

• ISBN13: 9781566627405
• ISBN10: 1566627400
• Edition: 4th
• Format: Hardcover
• Copyright: 1999-01-01
• Publisher: West Group

Table of Contents

Preface	v
Table of Cases	xxiii
PART I. INTRODUCTION
Approaching Securities Law Sec.	2	(18)
Historical and Cultural Perspective	2	(1)
Federal Regulatory Scheme	3	(9)
Sources of Federal Securities Law	12	(5)
State Securities Law	17	(3)
PART II. SECURITIES ACT OF 1933
Business Context of Securities Act Registration	20	(17)
Taking a Company Public	21	(6)
Functions of Securities Firms	27	(7)
Steps in a Registered Offering	34	(3)
Regulatory Framework of Securities Act Registration	37	(42)
Pre-Filing Period	37	(19)
Waiting Period	56	(13)
Post-Effective Period	69	(10)
Securities Act Registration Process	79	(48)
Registration Statement Preparation and Processing	80	(24)
SEC Disclosure Requirements	104	(9)
Perspectives on SEC Disclosure Requirements	113	(14)
Reach of Securities Act Regulation	127	(46)
What Is a Security?	127	(36)
What Is a Sale?	163	(10)
Exemptions From Securities Act Registration Requirements	173	(39)
Statutory Scheme	173	(2)
Private Placements: Section 4(2)	175	(13)
Intrastate Offerings: Section 3(a)(11) and Rule 147	188	(13)
Limited Offerings: Sections 3(b), 4(2), 4(6), and 28; Regulations A, D and CE; Rule 701	201	(11)
Regulation of Resales of Securities Sec.	212	(27)
Control and Restricted Securities	213	(2)
Public Resales Outside Rule 144	215	(16)
Public Resales Under Rule 144	231	(4)
Private Resales of Control and Restricted Securities	235	(4)
Liability for Securities Act Violations	239	(77)
Criminal and Other Governmental Actions	240	(5)
Civil Liability	245	(65)
Indemnification and Contribution	310	(6)
PART III. SECURITIES EXCHANGE ACT OF 1934
Commission's General Executive Authority, Registration of Securities and Periodic Reporting Under the Exchange Act	316	(13)
Commission's General Exemptive Authority	317	(1)
Registration of Securities Under the Exchange Act and Periodic Reporting	317	(7)
Recordkeeping Requirements of the Exchange Act	324	(5)
Proxy Regulation	329	(28)
Regulatory Scheme	329	(3)
False or Misleading Statements	332	(25)
Tender Offer Regulation	357	(39)
Regulation of Tender Offers: The Williams Act	357	(2)
What is a Tender Offer?	359	(4)
Issues in Williams Act Litigation	363	(27)
The Tender Offer Battle	390	(6)
Fraud in the Purchase or Sale of Securities: Rule 10b-5	396	(108)
Overview	396	(18)
``In Connection With'' Requirement	414	(17)
Reliance and Causation	431	(16)
``Purchaser-Seller'' Requirement	447	(9)
Fault Required	456	(6)
Persons Subject to Trading Constraints	462	(11)
Issuers' Duty to Disclose	473	(14)
Damages and Penalties	487	(7)
Controlling Person Liability, Aiding and Abetting, and Conspiracy	494	(9)
Contribution	503	(1)
Liability for Short-Swing Profits: Section 16(b)	504	(26)
Statutory Scheme	504	(2)
Persons Liable	506	(5)
What Constitutes a Purchase or Sale?	511	(6)
Timing of Purchases and Sales	517	(6)
Standing to Sue	523	(4)
Calculation of Profits	527	(3)
Market Manipulation and Stabilization	530	(11)
Market Manipulation	530	(6)
Stabilization	536	(5)
Regulation of the Securities Business	541	(25)
Regulation of Stock Exchanges and the NASD	541	(2)
Regulation of Brokers and Dealers	543	(20)
Margin Requirements	563	(3)
PART IV. SECURITIES LAW LITIGATION
Issues for Securities Litigators	566	(50)
Commission's Investigatory Powers	566	(5)
Statutes of Limitation	571	(8)
In Pari Delicto Defense	579	(6)
Limitations on Contractual Rights, Waivers and Arbitrability	585	(16)
Private Securities Litigation Reform Act of 1995	601	(1)
Attorney-Client and Work Product Privileges	602	(6)
Racketeer Influenced and Corrupt Organizations Act	608	(8)
PART V. SPECIAL RESPONSIBILITIES OF SECURITIES LAWYERS
The Responsibilities of Securities Lawyers: Various Perspectives	616	(44)
Special Position of Securities Lawyers	616	(11)
Primary and Secondary Liability	627	(16)
The Special Threat of Rule 102(e)	643	(13)
The Model Rules of Professional Conduct	656	(4)
PART VI. STATE SECURITIES LAWS
State Regulation of Securities	660	(28)
Traditional State Securities Regulation	660	(13)
State Regulation of Corporate Takeovers	673	(15)
PART VII. INTERNATIONAL ASPECTS OF SECURITIES LAW
International Regulation of Securities	688	(31)
Internationalization of the Securities Markets	689	(1)
When and Where United States Laws Apply	689	(2)
United States Registration Requirements	691	(9)
United States Antifraud Requirements	700	(12)
Other Requirements of United States Law	712	(1)
Enforcement Matters	712	(7)
Appendix: Securities Act of 1933 Registration Documents---IDG Books Worldwide, Inc.	719	(122)
Index	841