Securities Law Techniques

Contributions from over 50 leading practitioners in the field. The experts provide thorough treatment of securities registration and requirements exemptions therefrom, public reporting and recordkeeping requirements, common transactions (including the specific tasks of counsel, underwriters, accountants and company officers and directors), corporate charges and business combinations, as well as complete guidance for representing a client in securities litigation.
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ISBN: 9780820516363
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Contributions from over 50 leading practitioners in the field. The experts provide thorough treatment of securities registration and requirements exemptions therefrom, public reporting and recordkeeping requirements, common transactions (including the specific tasks of counsel, underwriters, accountants and company officers and directors), corporate charges and business combinations, as well as complete guidance for representing a client in securities litigation.

Topics covered include:

•   Exempt transactions
•   The registered first offering and subsequent offerings
•   Being public
•   Corporate changes
•   Insider trading
•   Investment companies and advisers
•   SEC and self-regulatory organization proceedings
•   Private litigation
•   Internal investigations
•   Arbitration

Appendices feature checklists, sample forms, and timetables.

First published in 1985.

7 Volumes.

View Chapter Excerpt: Featured Federal Securities Law Publications

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Table of contents

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 Pursuant to Regulation A

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 8–12 [Reserved]

PART II: THE REGISTERED FIRST OFFERING

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