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Federal Securities Act of 1933

Contains full coverage of the Securities Act of 1933-The ...
Publisher: Matthew Bender
Frequency: (3 issues)
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ISBN: 9780820516271
Publisher: Matthew Bender
Frequency: (3 issues)
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Contains full coverage of the Securities Act of 1933:

•  The organization of the SEC
•  Definition of "security" and "sale"
•  Exempted securities and transactions, small issue exemptions, restricted and control securities
•  The registration process, registration forms, registration of investment company securities, the Trust Indenture Act of 1939
•  Civil liabilities, SEC and criminal enforcement

This set is an ideal companion to a related treatise the Federal Securities Exchange Act of 1934 (2 volumes), and our Securities Primary Law Sourcebook (5 volumes), which contains essential primary source related to both the Securities Act of 1933 and the Securities Exchange Act of 1934, materials under the Securities Investor Protection Act and the Trust Indenture Act, SEC and NASD Rules, and selected recent SEC releases.

First published in 1965.

2 Volumes; looseleaf; updated with revisions.

View Chapter ExcerptFeatured Federal Securities Law Publications

The eBook versions of this title feature links to Lexis Advance for further legal research options.

Table of Contents

CHAPTER 1 INTRODUCTION TO THE SECURITIES ACT OF 1933 AND
TO THE SECURITIES AND EXCHANGE COMMISSION

§ 1.01 Pre-1933 Legislation and Background
§ 1.02 The Securities Act of 1933—Objectives and Scope
§ 1.03 The Securities and Exchange Commission
§ 1.04 The Securities and Exchange Commission and the Securities Act of 1933 Today

CHAPTER 2 APPLICABILITY OF THE ACT: “SECURITY” AND “SALE”

§ 2.01 The Meaning of “Security”—Section 2(1)
§ 2.02 The Meaning of “Sale”—Section 2(3)

CHAPTER 3 EXEMPTED SECURITIES UNDER SECTIONS 3(a)(2) THROUGH 3(a)(8) OF THE SECURITIES ACT


§ 3.01 Introduction § 3.02 Availability of Exemption; Burden of Proof
§ 3.03 Securities of Governments, Banks, and Employee Benefit Plans— Section 3(a)(2)
§ 3.04 Short-Term Commercial Paper—Section 3(a)(3)
§ 3.05 Securities of Charitable Organizations—Section 3(a)(4)
§ 3.06 Securities of Savings and Loan Associations and Similar Institutions—Section 3(a)(5)
§ 3.07 Securities of Railroad (Common Carrier) Equipment Trusts— Section 3(a)(6)
§ 3.08 Certificates of Receivers and Trustees—Section 3(a)(7)
§ 3.09 Insurance Policies and Annuity Contracts—Section 3(a)(8)
§ 3.10 Voluntary Exchanges Between Issuer and Security Holders— Section 3(a)(9)
§ 3.11 Securities Issued in Judicially or Administratively Approved Exchanges—Section 3(a)(10)
§ 3.12 Intrastate Offerings—3(a)(11)
§ 3.13 Securities Issued in Connection with Certain Bank Holding Company Acquisitions—Section 3(a)(12)
§ 3.14 Securities Issued by Church Plans, Companies or Accounts that are Excluded from the Definition of an Investment Company
§ 3.15 Securities Futures Products and Standardized Options
§ 3.16 Section 3(b) General Exemption Authority

CHAPTER 4 EXEMPT SECURITIES UNDER SECTIONS 3(a)(9) THROUGH 3(a)(11) AND SECTION 4 OF THE SECURITIES ACT

§ 4.01 Introduction
§ 4.02 Transactions by Persons Other Than Issuers, Underwriters, or Dealers—Section 4(1)
§ 4.03 The Private Offering Exemption—Section 4(2)
§ 4.04 Regulation D
§ 4.05 Private Sales by Non-Issuers: The “Section 4 (1 1/2)” Exemption and Rule 144A
§ 4.06 The Dealer’s Exemption—Section 4(3)
§ 4.07 The Exemption for Brokers’ Transactions—Section 4(4)
§ 4.08 The Exemption for Promissory Notes Secured by Certain Real Estate—Section 4(5)
§ 4.09 The Exemption for Offers or Sales to Accredited Investors— Section 4(6)
§ 4.10 Regulation S: Offers and Sales Made Outside the United States

CHAPTER 5 SMALL ISSUE EXEMPTIONS UNDER SECTIONS 3(b) AND 3(c) OF THE SECURITIES ACT

§ 5.01 Small Issues under the Securities Act—Generally
§ 5.02 Regulation A Offerings
§ 5.03 Regulation A Filings
§ 5.04 Other Section 3(b) Offering Exemptions
§ 5.05 Regulation E—Small Business Investment Companies
§ 5.06 Regulation CE—Coordinated Exemption for Certain Issues of Securities Exempt under State Law

CHAPTER 6 RESTRICTED AND CONTROL SECURITIES UNDER THE FEDERAL SECURITIES LAWS

§ 6.01 Introduction
§ 6.02 Why it Matters that Securities are Restricted or Control Securities: Limitations on Disposition
§ 6.03 Definition of Restricted Securities
§ 6.04 Definition of Control Securities
§ 6.05 Public Resales of Restricted and Control Securities under Rule 144
§ 6.06 Public Resales of Restricted and Control Securities Outside Rule 144
§ 6.07 Private Resales of Restricted and Control Securities to Qualified Institutional Buyers under Rule 144A
§ 6.08 Private Resales of Restricted and Control Securities Outside Rule 144A
§ 6.09 Resales Overseas

CHAPTER 7 REGISTRATION FORMS

§ 7.01 Introduction
§ 7.02 Preparation of the Registration Statement
§ 7.03 Form S-1 - Registration of Securities of Issuers for Whom No Other Form is Authorized
§ 7.04 Registration of Securities of Reporting Issuers—Forms S-2 and S-3
§ 7.05 Registration of Securities of Small Business Issuers—Forms SB-2 and SB-1
§ 7.06 Registration of Certain Business Combinations
§ 7.07 Foreign Registration Form