United States Securities Law: A Practical Guide

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Kluwer Law International B.V., 2006 M01 1 - 299 páginas
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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
Public Offerings
7
Registration Procedure
12
Chapter 3
38
Publicity
44
Special Types of Offerings
57
Exemptions from Registration Based
66
International Offerings
73
Mergers and Acquisitions
161
Going Private Transactions
176
Registration Requirements
177
Other Federal Laws
190
Acquisition Techniques
199
Market Regulation
209
Insider Trading
220
Other Laws
236

Secondary Market Transactions
83
Further Considerations in Private
90
Special Issues in Public and Private Offerings
95
Problems of Integration Between Public
106
Research
117
Act Registration and Integrated Disclosure Requirements
125
Integrated Disclosure Requirements
134
Chapter 6
136
Corporate Governance
154
OvertheCounter Markets
245
Chapter 8
253
Enforcement of Securities Regulations
263
Regulation of BrokerDealers
267
Chapter 9
277
Other Financial Instruments
285
Index
291
266
294
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