Securities Law Techniques

VOLUME 1
PART I: EXEMPT SECURITIES AND TRANSACTIONS
Chapter 1 Overview of Registration Exemptions
Chapter 2 Private Placements and Regulation D
Chapter 3 Offerings of Securities Under Regulation A, Regulation Crowdfunding, and the Intrastate Exemptions (Rule 147 and 147a)
Chapter 4 Section 3(a)(9): Recapitalizations
Chapter 5 Section 3(a)(10): Officially Sanctioned Exchanges
Chapter 6 Section 3(a)(7)—Certificates of Receivers, Trustees, and Debtors-in-Possession
Chapter 7 FINRA Rules for Private Placements
Chapters 8–11 [Reserved]

PART II: THE REGISTERED FIRST OFFERING
Chapter 12 Registration of Securities Offerings Under the Securities Act of 1933—Key Concepts and Provisions
Chapter 13 The Registered First Offering
Chapter 14 Registration Process in a Nutshell
Chapter 15 The Initial Underwritten Public Offering

VOLUME 2
PART II: THE REGISTERED FIRST OFFERING (Continued)
Chapters 16–18 [Reserved]
Chapter 19 Preparing the Registration Statement
Chapter 20 SEC Regulation of Financial Reporting in the Integrated Disclosure System
Chapter 21 Problems of Debt Offerings
Chapter 22 FINRA Rules for Public Offerings
Chapter 23 Listing Securities on a Stock Exchange and Other Secondary Market Trading Matters
Chapter 24 The Process of Becoming “Effective”
Chapter 25 Blue Sky Registration

VOLUME 3
Chapter 26 Post-Effective Matters
Chapter 27 Regulation M
Chapter 28–29 [Reserved]
Chapter 30 Responsibilities for Registered Offerings
Chapters 31–35 [Reserved]

PART III: SUBSEQUENT OFFERINGS
Chapter 36 Additional Public Offerings: Uses of Various Forms
Chapter 37 Shelf Registration and Related Due Diligence Challenges
Chapter 38 Secondary Offerings
Chapter 39 Rule 144
Chapter 40 Rule 144A
Chapters 41–46 [Reserved]

VOLUME 4
PART IV: BEING PUBLIC
Chapter 47 Registration Under the Exchange Act
Chapter 48 Issues in Secondary Market Trading
Chapter 49 [Reserved]
Chapter 50 Annual Report to the Commission—Form 10-K
Chapter 51 Quarterly Reports on Form 10-Q
Chapter 52 Current Reports on Form 8-K
Chapter 53 Proxy Statement and Annual Report to Shareholders
Chapter 54 Shareholder Initiatives
Chapter 55 Conducting the Annual Meeting
Chapters 56–63 [Reserved]

VOLUME 5
PART V: CORPORATE CHANGES
Chapter 64 Public Limited Partnerships and Other Alternatives to the Corporate Organizational Structure
Chapter 65 Preparing the Business Combination Registration Statement
Chapter 66 Why, When and How to Conduct a Proxy Contest for Corporate Control
Chapter 67 Going Private—Rule 13e-3
Chapter 68 State Law on Going Private: Developments in Delaware Law
Chapter 69 Regulation of Issuer Share Repurchases
Chapter 70 Williams Act—An Overview
Chapter 71 Williams Act—Beneficial Ownership Disclosure
Chapter 72 Williams Act—Tender Offer Regulation

VOLUME 6
Chapters 73–79 [Reserved]

PART VI: INSIDER TRADING
Chapter 80 Insider Trading Under Section 10(b) and Related Provisions of the Securities Laws
Chapter 81 Insider Trading Under Section 16 of the Securities Exchange Act
Chapter 82 Complying with the Foreign Corrupt Practices Act

PART VII: SRO AND SEC PROCEEDINGS
Chapter 83 Self-Regulatory Organization Proceedings
Chapter 84 Arbitration
Chapter 85 SEC Proceedings—An Overview
Chapter 86 Securities Enforcement Investigations
Chapter 87 The SEC Standards of Professional Conduct For Attorneys
Chapter 88 The SEC Administrative Hearing
Chapter 89 SEC Civil Injunctive Proceedings
Chapter 90 [Reserved]

VOLUME 7
PART VIII: PRIVATE LITIGATION
Chapter 91 The Uses and Functions of Experts in Securities Litigation
Chapter 92 Practice Before the Judicial Panel on Multidistrict Litigation
Chapter 93 The Attorney-Client Privilege, the Work Product and Common Interest Doctrines
Chapter 94 Collateral Estoppel

PART IX: INVESTIGATIONS
Chapter 95 Internal Investigations
Chapter 96 Bankruptcy Trustee and Examiner Investigations

PART X: INDEMNIFICATION AND INSURANCE
Chapter 97 Indemnification and Securities Litigation
Chapter 98 Directors’ and Officers’ and Related Forms of Liability Insurance
Chapter 99 [Reserved]

VOLUME 8
PART XI: INVESTMENT COMPANIES AND INVESTMENT ADVISERS
Chapter 100 Investment Company Act of 1940
Chapter 101 The Investment Advisers Act of 1940
Chapter 102 Federal Regulation of Hedge Funds
Chapter 103 Exchange-Traded Funds (ETFs)
Chapter 104 Collective Investment Trusts (CITs)
Chapter 105 Mutual Fund Distribution Activities
Chapter 106 Environmental, Social, Governance (ESG) Funds and Strategies
Chapter 107 Private Equity Funds

Index