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This Understanding treatise follows a logical sequence of analysis of a securities issue. The author begins by defining a security and registration exemptions, and then continues through the process for non-exempt transactions. Understanding Securities Law clearly, thoroughly, and concisely addresses the subjects covered in basic Securities Regulation courses, including:
• The definition of securities exemptions from registration;
• the registration framework and process;
• Sarbanes-Oxley Act;
• SEC Securities Act Offering Rules;
• Resales and reorganizations;
• Due diligence;
• Liabilities and remedies;
• Affirmative disclosure duties;
• Insider trading;
• SEC enforcement; and
• Professional responsibility.
The author also includes a glossary of key terms, statutes, rules, regulations and forms and schedules, and comparative charts synopsizing previously discussed materials. The text covers the regulation of public and privately held companies under the Securities Acts, SEC fraud ,concepts, civil liabilities under the securities laws, and state Blue Sky laws. It also discusses the Sarbanes-Oxley legislation, SEC public offering rules, SEC regulations on the resale of securities, and recent federal Supreme Court and appellate court decisions.
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Table of Contents
Chapter 1 INTRODUCTION
Chapter 2 DEFINITION OF A “SECURITY”
Chapter 3 ISSUER EXEMPTIONS FROM REGISTRATION
Chapter 4 THE REGISTRATION PROCESS
Chapter 5 DISCLOSURE, MATERIALITY, AND THE SARBANES-OXLEY AND DODD-FRANK ACTS
Chapter 6 RESALES AND REORGANIZATIONS
Chapter 7 DUE DILIGENCE AND SECURITIES ACT LIABILITY
Chapter 8 SECTION 10(b) AND RELATED ISSUES
Chapter 9 ALTERNATIVE REMEDIES
Chapter 10 SECONDARY LIABILITY
Chapter 11 ISSUER AFFIRMATIVE DISCLOSURE OBLIGATIONS
Chapter 12 INSIDER TRADING
Chapter 13 BROKER-DEALER REGULATION
Chapter 14 CORPORATE CONTROL ACQUISITIONS AND
Chapter 15 SEC ENFORCEMENT
TABLE OF CASES
TABLE OF STATUTES