"The universally acknowledged work Securities Regulation is of immense day-to-day value to the practitioner. The authors' analysis of all relevant statutes plus thousands of cases, SEC administrative decisions and letters definitively clarifies such questions as: When does a note fall within the definition of a "security" How have the courts altered the express civil liability provisions of the federal securities laws? Can the SEC impose additional ten-day suspensions on trading without notice? Does scienter include reckless as well as intentional conduct? And countless others, so that you're almost sure to find coverage of the "small point" on which your case may turn."--Publisher's website.

The highly anticipated Third Edition of Corporate Finance & the Securities Laws is a fully updated version of this classic work by two premier experts in the world of corporate finance. The book explains the legal environment in which capital markets transactions take place as well as explaining the transactions themselves and how professionals can manage the transaction and get it done. Some highlights in the Third Edition are: Underwriting practices the registration and distribution process Private placements Shelf registrations International finance Commercial paper Innovative financial products and asset-backed securities the Third Edition also includes updates on many important developments in corporate finance, including: New standards for IPO allocations the reduced role of analysts in securities offerings driven by reforms separating the interaction of research analysts And The investment bankers who bring in new business an updated look at MD&A (Management Discussion & Analysis) A new chapter focusing on asset-backed securities Sarbanes-Oxley's effects on disclosure requirements and due diligence the growing trend of On-line offerings Dealing with 'gun-jumping' problems Electronic delivery of offering documents New emphasis on financial statement due diligence New NASD corporate financing rule New NASD rule on retention of new issues (formerly the 'hot issue' rule) Exiting the SEC reporting system Innovative financing techniques And The Commodity Futures Modernization Act of 2000 Short sales and equity derivatives Innovations in convertible, exchangeable and equity-linked securities Amended Rule 10b-18 and more

The trend toward Internet-based securities trading, on-line investment advice and direct securities offerings in electronic media has not only revolutionezed the securities industry, it has focused tremendous attention on it... And the way it is regulated. But until now, there hasn't been a professional-level reference that begins with the electronic media and then fills the reader in on the essential securities framework... So that the new media questions are raised in context And The analysis is accessible from many different angles that consider the big picture. And that systematically examines all of the major regulatory aspects of new electronic media on the financial markets. Complex regualtory guidance is simplified, summarized and integrated. Every chapter is organized around a specific topic area, and considers in turn the SEC, federal, NASAA, state, and other regulatory and self-regulatory issues. And there are extensive footnotes, cross-references and quick pointers to source materials and other professional references.

This book provides you with the guidance you need to protect your clients' confidential information while facing disclosure and liability concerns under the securities laws.

Previous editions : 2011 (6th), 1983 (1st).

This authoritative resource surveys federal securities laws and rules applicable to the organization, capitalization and operations of private U.S. domestic investment partnerships that invest and trade mainly in the public securities markets. Includes a detailed index.