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Securities Practice Guide
Securities Practice Guide dissects important securities tasks, providing you a step-by-step outline with an analytical overview, checklists, expert practice tips, cross-references to complementary analytical products. This step-by-step guide to securities transactions is written by securities attorneys. They share their knowledge, practice tips and deep understanding of securities ins-and-outs in this task based practice guide.
Publisher: Matthew Bender Elite Products
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The Securities Practice Guide is a comprehensive, practice-oriented treatise addressing the legal and regulatory framework governing securities offerings, public companies, and securities transactions. It covers the principal federal securities laws, the role of the Securities and Exchange Commission, the relationship between federal regulation and state “Blue Sky” laws, and foundational questions such as what constitutes a “security,” an “offer” or “sale,” and who may be treated as an issuer, control person, or underwriter. It also examines the registration requirements of the Securities Act of 1933 and the principal exemptions from registration, including Regulation D private offerings, resales of restricted securities, Regulation S offshore offerings, and other exempt securities and transactions.
The treatise provides detailed guidance on capital-raising transactions and the regulatory issues that accompany them. Its coverage includes initial public offerings, underwriting arrangements, registration statements, offering communications, financial statement requirements, exchange listings, follow-on public offerings, shelf registrations, due diligence, well-known seasoned issuers, and foreign private issuers. It also addresses specialized offering structures and market participants, including asset-backed securities offerings, PIPE transactions, SPAC offerings, and business development companies. This transactional coverage is complemented by discussion of the ongoing regulatory obligations applicable to public companies, including Exchange Act registration, periodic and current reporting, Regulation FD, proxy regulation, annual meetings, shareholder proposals, and proxy contests.
The Securities Practice Guide also addresses significant ownership, transactional, and liability issues affecting issuers, insiders, shareholders, and other market participants. It covers tender offers, acquisitions, issuer tender offers, going-private transactions, Section 16 reporting, and beneficial ownership reporting under Section 13. The treatise further examines civil securities liability, including Rule 10b-5 claims, other private causes of action, controlling-person liability, contribution and proportionate liability, statutes of limitation, pleading requirements, and class actions. Throughout, the substantive analysis is supported by practical research materials, including statutes, cases, SEC releases and forms, treatises, analytical materials, and Lexis+ securities law resources, making the work both a doctrinal reference and a practical resource for securities practitioners.
The previous edition's ISBN is 9798341713383.
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