United States Securities Law: A Practical Guide

Portada
Kluwer Law International B.V., 2006 M01 1 - 299 páginas
Capital raising, mergers and acquisitions and securities trading around the world often involve some connection with the United States and implicate the US securities laws.

United States Securities Law: A Practical Guide ,offers a concise overview of US securities laws from the perspective of a non-US participant. It is written not only for lawyers but for managers, bankers and others with an interest in the topic.

This new edition has been significantly updated and expanded, including for the SEC's recent offering reforms and corporate governance developments.

Praise for the Second Edition:

This book has been a valuable resource in effectively counselling my company in the intricacies of SEC regulation. Jim, with his many years of counselling foreign issuers out of his firms London office, writes with a perspective that is particularly relevant to the needs of foreign companies listed on US exchanges. George Miller, Executive Vice President and General Counsel, Novartis Corporation.

A well written and useful primer for those looking for quick, practical answers to real life questions or who wish to understand better the background and rationale to US securities law and regulation. Leland Goss, Managing Director, Credit Suisse.

This book really is a practical guide to the US securities laws. It does a great job of explaining the rules and regulations in a way that can be understood by readers that are not themselves US securities lawyers. Peter Castellon, Director andamp; Counsel, Citigroup Corporate andamp; Investment Banking.

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Contenido

Introduction
1
3 Basic Structure of Federal Regulation 1933 Act and 1934 Act
2
4 Integrated Disclosure System
3
5 Other Securities Laws
4
7 Organization of this Book
5
Public Offerings
7
112 Reach of the 1933 Act
8
113 Registration Requirements under the 1933 Act
10
523 Procedural Requirements
171
524 Law Applicable to the Target
174
525 SelfTenders
175
Going Private Transactions
176
532 Exceptions to Going Private Rules
177
542 Registration of Securities used as Transaction Consideration
178
Proxy Solicitations
180
552 Regulation 14A
181

Registration Procedure
12
123 SEC Process Filing and Effectiveness
13
124 Free Writing Propectuses
16
125 Conveying Information
18
126 Use of the Media
19
127 Marketing Process and Underwriting Risk
20
128 SEC Review
21
129 Changes in Offering Size and Price
24
1210 Prospectus Delivery Requirements
27
1211 Shelf Registration
29
1212 Automatic Shelf Registration
32
1213 Global Offerings
33
1214 Due Diligence Investigation
36
1215 Underwriting Agreements
40
1216 Comfort Letters
42
Publicity
44
132 Publicity and the Internet
49
133 Research Reports
53
Special Types of Offering
57
MTNs
59
Offerings Exempt from SEC Registration
61
Securities Issued by a Bank
64
213 Issues in Connection with a Reorganization
65
Exemptions from Registration Based on the Type of Offering
66
223 Private Placement Requirements
67
224 SmallScale Offering Exemptions from Registration
69
225 Employee Share Purchase Plans
71
International Offerings
73
231 Traditional Principles Release 4708
74
233 General Statement
75
235 Treatment of Warrants under Regulation S
80
236 Potential Abuse of Regulation S
81
Secondary Market Transaction
83
241 Exemptions under Section 41 43 and 44
84
Rule 144A Offerings
87
251 Rule 144A
89
Further Considerations in Private and Rule 144A Offerings
90
262 Block Trades
92
a Comparison
93
Special Issues in Public and Private Offerings
95
Equity Linked Transactions
96
322 Registered Offerings
98
323 Unregistered Offerings
102
Problems of Integration Between Public and Private Offerings
106
Problems Posed by the Investment Company Act
109
341 Exclusion of Foreign Investment Companies
111
Research
117
IPO Practices
118
State Securities Laws
120
Exemptions
121
374 Legal Investment Laws
123
1934 Act Registration and Integrated Disclosure Requirements
125
412 Registration Requirements
128
413 Deregistration
129
Requirements Subsequent to Registration
130
422 Disclosures Required by the Stock Exchanges and NASDAQ
131
423 General Corporate Disclosure
132
424 Other 1934 Act Regulations Applicable upon Registration
133
Integrated Disclosure Requirements
134
432 Contents of Form F1
135
433 Regulation SK
139
434 Form 20F
140
435 Regulation SX
149
436 NonGAAP Measures
152
437 Foreign Accounting Principles and US GAAP
153
Corporate Governance
154
Mergers and Acquisitions
161
PreBid Share Acquisitions
162
512 Section 16 of the 1934 Act
165
Federal Securities Law Applicable to Tender and Exchange Offers
166
522 Tender Offer Documentation Requirements
168
561 General Principles
182
562 The CrossBorder Rules
183
563 Excluding the United States
187
564 Exchange Offers Partial or Full Inclusion of the United States
188
Other Federal Laws
190
572 Foreign Investment Law
193
State Law Applicable to Mergers and Acquisitions
195
582 Fiduciary Obligations of Directors
196
583 State AntiTakeover Law
198
Acquisition Techniques
199
592 Preliminary Consideration
200
593 Conduct of a Takeover
201
594 Financing an Acquisition
202
Defensive Technique for a US Company
204
5103 Poison Pills
205
5104 Restructuring Defenses
206
5105 Other Defensive Techniques
207
5106 Litigation
208
Market Regulation
209
611 ForwardLooking Statements
210
612 The Level Plating Field Regulation FD
211
613 The Application of Regulation FD and Practical Considerations
212
614 Website Communications
214
615 Liability for Disclosure
216
Insider Trading
220
Rule 10b18
224
Distribution of Securities
225
632 BrokerDealer Activities
229
Regulations T U and X
234
Other Laws
236
642 Activities in Countries under Sanction by the United States
237
Listing and Trading
239
Stock Exchanges
240
713 Delisting and Deregistration
243
714 Operation of the NYSE
244
OvertheCounter Markets
245
723 Delisting and Deregistration
247
725 The History of NASDAQ
248
Clearance and Settlement
249
732 Clearance and Settlement in the NSCC and the DTC The T+3 Rule
250
733 Clearance and Settlement Through Euroclear and Clearstream
251
Market Regulators and Market Participants
253
812 Regulation
254
813 Powers of Review
255
815 Extraterritorial Application of US Securities Law
256
Other Regulatory Authorities
258
823 Commodity Futures Trading Commission
262
Enforcement of Securities Regulations
263
832 The Private Securities Litigation Reform Act of 1995 and the Securities Litigation Uniform Standard Act of 1998
265
834 Wire and Mail Fraud Acts
266
Regulation of BrokerDealers
267
842 Application to NonUS BrokerDealers
268
843 Activities in the United States of the NonUS BrokerDealers Rule 15a6
269
Other Market Participants
270
852 Commercial Banks Securities Activities
272
853 Functional Regulation of Securities and Banking Activities
274
854 Investment Advisers
275
855 Transfer Agents and Clearing Agencies
276
Financial Instruments
277
912 Equity Securities
278
913 Debt Securities
279
914 Validity
280
922 Transfer of Securities
281
923 Holders of Record
282
925 New York Shares
284
Other Financial Instruments
285
932 Instruments for Financial Hedges
286
933 Regulation of Financial Hedges
288
Index
291
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