Security Regulations: Cases and Materials 200O Supplement

by Cox, James D.; Hillman, Robert W.; Langevoort, Donald C.

• ISBN13: 9780735513242
• ISBN10: 0735513244
• Edition: 2nd
• Format: Paperback
• Copyright: 2000-06-01
• Publisher: Wolters Kluwer

Summary

Instructors who use the 2000 Supplement to SECURITIES REGULATION: Cases and Materials, Second Edition, will be able to address recent changes and keep their materials completely up-to-date. Suitable for use with any casebook, this paperback resource supplies the most recent cases and materials, plus all-new information on: -the proposals (aircraft carrier) to reform the procedures For The conduct of the public offering of securities, including its proposed regulation MA that liberalizes communications that can occur prior To The filing of registration statements -SEC's release on reforming the capital raising process -major, current cases including US v. Smith and SEC v. Adler Of course, Cox, Hillman, and Langevoort's 2000 Supplement to SECURITIES REGULATION is ideal for use with their popular, problem-oriented casebook. Their complete teaching package includes a thoroughly useful Teacher's Manual. When your course examines the Securities Act or the Securities Exchange Act - in any level of depth and detail - you can count on this distinguished author team for both quality and currency.

Table of Contents

Table of Cases	xiii
Inquiries into the Materiality of Information	1	(10)
The ``Total Mix'' of Information and Market Efficiency	1	(1)
Forward-Looking Information	2	(9)
``Bespeaks Caution'' and the Safe Harbor for Forward-Looking Statements	2	(1)
Harris v. IVAX Corporation	2	(6)
Management Discussion and Analysis	8	(3)
The Definition of a Security	11	(8)
Partnership Interests as Securities	11	(8)
Steinhardt Group, Inc. v. Citicorp	11	(8)
The Public Offering	19	(18)
Underwriting and Underwriters	19	(2)
Methods of Underwriting	19	(1)
Underwriters: Their Culture and Their Industry	20	(1)
The Industry Over Time	20	(1)
Registration Under the '33 Act	21	(7)
Preparation and Review of the Registration Statement	21	(1)
Plain English Disclosures	21	(7)
Gun Jumping	28	(4)
The Waiting Period	28	(1)
Selling Practices During the Waiting Period	28	(1)
Reforming the Public Offering Process---The ``Aircraft Carrier'' Release	28	(4)
The International Public Offering	32	(5)
Offerings Outside the United States: Regulation S	32	(5)
Exempt Transactions	37	(4)
Regulation D and the Limited Offering Exemptions	37	(1)
Limitations on the Manner and Scope of an Offering	37	(1)
Determining the Aggregate Offering Price in Offerings Under Rules 504 and 505	38	(1)
Additional Regulation D Requirements and Features	38	(1)
Employee Plans and Contracts Relating to Compensation: Rule 701	38	(1)
Regulation A: Mini-Registration	39	(2)
Secondary Distributions	41	(2)
Rule 144---Safe Harbor for Resales of Control and Restricted Securities	41	(2)
Recapitalizations, Reorganizations, and Acquisitions	43	(4)
Reorganizations Under Section 3(a) (10)	43	(1)
Nonbankruptcy Reorganizations	43	(1)
Mergers, Acquisitions, and Recapitalizations Under Rule 145	44	(3)
Exempt Securities	47	(2)
Municipal Securities	47	(2)
Rule 15c2-12	47	(2)
Liability Under the Securities Acts	49	(8)
Section 11	49	(3)
Persons Bringing Suit	49	(1)
Hertzberg v. Dignity Partners, Inc.	49	(3)
Section 12(a) (2)	52	(5)
By Means of a ``Prospectus or Oral Communication''	52	(1)
Dietrich v. Bauer	52	(1)
Vannest v. Sage, Rutty & Co., Inc.	53	(4)
The Securities Exchange Act of 1934: Markets and Information	57	(2)
Registration and Reporting: Publicly Held Issuers	57	(2)
Compliance	57	(2)
Fraud in Connection with the Purchase or Sale of a Security	59	(16)
What Is Proscribed by Rule 10b-5	59	(1)
Fraud ``In Connection With'' the Purchase or Sale of a Security	59	(1)
The ``In Connection With'' Requirement at the Margins	59	(1)
Private Rights of Action Under Rule 10b-5	60	(15)
Pleading Fraud	60	(1)
Greebel v. FTP Software, Inc.	60	(15)
The Regulation of Insider Trading	75	(18)
The Source of a Duty to Abstain or Disclose	75	(1)
Tippers and Tippees	76	(1)
The Misappropriation Theory	76	(17)
United States v. O'Hagan	76	(17)
Shareholder Voting and Going Private Transactions	93	(2)
Management Solicitations	93	(1)
Shareholder Proposals	93	(1)
Opposition to Management Under the Proxy Rules	94	(1)
Solicitations	94	(1)
Corporate Takeovers	95	(2)
The Early Warning System: Section 13(d)	95	(1)
Tender Offer Regulation: Controlling the Bidder	95	(1)
The Williams Act and the Global Tender Offer	96	(1)
The Enforcement of the Securities Laws	97	(10)
More on the Private Enforcement of the Securities Laws	97	(6)
Champion of the Little Guy: The Class Action	97	(2)
Secondary Liability	99	(1)
Aiding and Abetting	99	(1)
Wright v. Ernst & Young LLP	99	(4)
The Duties of the Securities Lawyer	103	(1)
The SEC's Power to Discipline Professionals	104	(3)
Regulation of the Securities Markets and Securities Professionals	107	(20)
The Structure of Regulation and the Evolution of the Securities Markets	107	(13)
Exchange Act Rel. No. 38672	107	(13)
The Responsibilities of Brokers to their Customers	120	(7)
Suitability	120	(1)
Banca Cremi, S.A. v. Alex. Brown & Sons, Inc.	120	(4)
Price Protection: Markups and Other Matters	124	(3)
The Investment Advisers and Investment Company Acts of 1940	127	(2)
Mutual Funds and Other Investment Companies	127	(2)
Sales and Redemptions of Mutual Fund Shares	127	(1)
Sales Literature and Advertising	127	(2)
Transnational Securities Fraud	129
The Extraterritorial Application of U.S. Securities Laws	129
In General	129
Kauthar SDN BHD v. Sternberg	129
Jurisdiction Based in Whole, or in Part, upon Conduct	135
Europe and Overseas Commodity Traders, S.A., v. Banque Paribas London	135