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The coverage of Securities Regulation, Sixth Edition, is designed for both the basic securities regulation course and advanced seminars. The text covers the traditional issues as well as the developing areas. Subjects that receive extensive treatment include: definition of a security, exemptions from registration, the JOBS Act, the registration process, Sarbanes-Oxley, Dodd-Frank, the policy debate underlying disclosure, resales (including SEC Rule 144), due diligence (including the integrated disclosure framework), disclosure obligations in a myriad of contexts, international securities developments including global offerings, remedies and liabilities under both federal and state securities law, broker-dealer regulation, corporate control transactions, attorney professional responsibility, SEC enforcement, and "Blue Sky" regulation.
This text treats the above subjects in a comprehensive, understandable, yet intellectually challenging manner, combining both the theoretical and practical in this complex subject area. While the case method is employed, it is by no means exclusive. In addition to case law, the text includes other relevant material such as SEC releases and scholarly commentary. The problem method is extensively used, and is particularly suitable for a "practical" course where upper-level students are seeking to do some "lawyering." It should stimulate intellectual discussion, and, at the same time, provide students who await either a sophisticated securities or, alternatively, a general business practice with much needed practical analyses and skills.
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Table of Contents
Chapter 1: AN INTRODUCTION TO SECURITIES REGULATION
Chapter 2: DEFINITION OF A "SECURITY"
Chapter 3: PRIMARY ISSUER TRANSACTIONAL 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 PROVISIONS
Chapter 10: SECONDARY LIABILITY
Chapter 11: ISSUER AFFIRMATIVE DISCLOSURE OBLIGATIONS
Chapter 12: INSIDER TRADING
Chapter 13: FINANCIAL INTERMEDIARIES-BROKER-DEALERS AND INVESTMENT ADVISERS
Chapter 14: CORPORATE CONTROL ACQUISITIONS AND CONTESTS
Chapter 15: SECURITIES LAW ENFORCEMENT
Chapter 16: THE ROLE OF COUNSEL