Securities Regulation : Cases and Materials, 2007 Case Supplement

by Cox, James D.

• ISBN13: 9780735557703
• ISBN10: 0735557705
• Edition: 5th
• Format: Paperback
• Copyright: 2007-05-23
• Publisher: Wolters Kluwer

Summary

Securities Regulation, 2007 Case Supplement covers: The Ninth Circuit's embrace of scheme liability in Simpson v. AOL Time Warner, Inc. Supreme Court's expansive reading of SLUSA in Dabit The SEC's guidelines for entity fines tested against an interesting new problem to illustrate its application The SEC's new disclosures for executive compensation Judicial developments respecting the scope of private relief for rescission under Exchange Act section 29(b) Brown decision limiting the scope of the mail and wire fraud statutes AFSCME v. AIG

Author Biography

James D. Cox, Brainerd Currie Professor of Law, Duke University Robert W. Hillman, Professor of Law and Fair Business Practices Chair, University of California, Davis Donald C. Langevoort, Thomas Aquinas Reynolds Professor of Law, Georgetown University

Table of Contents

Table of Cases	p. xi
The Public Offering	p. 1
The International Public Offering	p. 1
How the Public Offering Is Regulated Elsewhere: Contrasting Approaches	p. 1
Interim Report of the Committee on Capital Markets Regulation (December 2006)	p. 1
Exempt Transactions	p. 7
Regulation D and the Limited Offering Exemptions	p. 7
Accredited Investors	p. 7
Limitations on the Manner and Scope of an Offering	p. 8
Is Reform Likely or Desirable?	p. 8
Final Report of the Advisory Committee on Smaller Public Companies to the U.S. Securities and Exchange Commission (2006)	p. 8
Additional Regulation D Requirements and Features	p. 11
Integration of Offerings: The Safe Harbor	p. 11
Employee Benefit Plans and Contracts Relating to Compensation: Rule 701	p. 12
Final Report of the Advisory Committee on Smaller Public Companies to the U.S. Securities and Exchange Commission (2006)	p. 12
Integration of Offerings	p. 13
Secondary Distributions	p. 15
Rule 144-Safe Harbor for Resales of Control and Restricted Securities	p. 15
Securities and Exchange Commission v. Kern	p. 15
Recapitalizations, Reorganizations, and Acquisitions	p. 21
The "For Value" Requirement	p. 21
Shells and Spin-offs: Creating "Value"	p. 21
Spin-offs and the '33 Act	p. 21
Liability Under the Securities Act	p. 23
Section 12(a)(2)	p. 23
By Means of a "Prospectus or Oral Communication"	p. 23
Yung v. Lee	p. 23
Inquiries into the Materiality of Information	p. 27
The SEC and Corporate Governance	p. 27
The Interface of Materiality and Corporate Governance	p. 27
Fraud in Connection with the Purchase or Sale of a Security	p. 31
Scienter: Hochfelder and Beyond	p. 31
Pleading Scienter	p. 31
The Enforcement of the Securities Laws	p. 33
More on the Private Enforcement of the Securities Laws	p. 33
Champion of the Little Guy: The Class Action	p. 33
Closing the Bypass: The Securities Litigation Uniform Standards Act	p. 33
Merrill Lynch, Pierce, Fenner & Smith, Inc. v. Dabit	p. 33
Who's Liable for Securities Fraud: Primary and Secondary Liability	p. 38
Primary Participants	p. 38
Simpson v. AOL Time Warner, Inc.	p. 38
Rescission and Restitution of Contracts in Violation of the Securities Laws	p. 47
Enforcement Actions by the SEC	p. 48
Investigations	p. 48
Recommendations to the Commission	p. 48
Problem 13-11A	p. 49
Enforcement of the Securities Laws in the Criminal Justice System	p. 50
The Criminal Provisions of the Federal Securities Laws	p. 50
Mail and Wire Fraud	p. 51
The Regulation of Insider Trading	p. 53
The Misappropriation Theory	p. 53
Insider Trading and Section 16	p. 54
The Scope of Section 16(b)	p. 54
Shareholder Voting and Going Private Transactions	p. 55
The Election of Directors and Other Routine Matters	p. 55
Shareholder Proposals	p. 55
American Federation of State, County & Municipal Employees v. American International Group, Inc.	p. 55
"Solicitations"	p. 59
Corporate Takeovers	p. 61
Tender Offer Regulation: Controlling the Bidder	p. 61
Substantive Regulation	p. 61
The "All-Holders-Best Price" Rule	p. 61
The Investment Advisers and Investment Company Acts of 1940	p. 63
The Regulation of Investment Advisers	p. 63
The Registration Requirement	p. 63
Mutual Funds and Other Investment Companies	p. 63
The Structure and Governance of Mutual Funds	p. 63
S-1 Registration Statement for Weight Watchers International, Inc.	p. 65
Rule 424(b)(1) Prospectus Field by Weight Watchers International, Inc.	p. 125
Table of Contents provided by Ingram. All Rights Reserved.