Securities law / by Larry D. Soderquist, Theresa A. Gabaldon.

Format:

Book

Author/Creator:

Soderquist, Larry D., 1944-2005.

Contributor:

Gabaldon, Theresa A., 1954-

Anne and Joseph Trachtman Memorial Book Fund.

Series:

Concepts and insights series

Language:

English

Subjects (All):

Securities--United States.

Securities.

United States.

Physical Description:

xiii, 213 pages ; 24 cm.

Edition:

Third edition.

Place of Publication:

[New York] : Foundation Press ; [St. Paul, Minn.] : Thomson/West, 2007.

Summary:

Professors Larry D. Soderquist and Theresa A. Gabaldoh have authored a concise, well organized text that provides a solid understanding of the basic securities laws. Terms and concepts are detailed to assist the student in understanding securities law and to make it a vibrant subject for study. Highlights include: What is a Security, World of Securities Law, Business Context of Securities Law, What can be done during Securities Act Registration, How Securities are Registered under the Securities Act, Exemptions from the Registration Requirements, Resales by Security Holders, Liability for Violations of the Securities Act, Commission's General Exemptive Authority and Registration and Periodic Reporting Under the Exchange Act, Proxy Regulation, Tender Offers, Rule 10b-5, Short-swing Trading Under Section 16, Exchange Act Regulation of the Securities Business, International Aspects of Securities Law. As part of our hew Foundation Press Concepts and Insights Series, we are proud to offer professors and students this concise and insightful guide.

Contents:

Chapter 1 What is a Security 2

Statutory Definition 2

Investment Contract 3

Investment of Money 4

Common Enterprise 4

Expectation of Profits 5

Solely from the Efforts of Others 6

Unless the Context Otherwise Requires 8

Chapter 2 World of Securities Law 12

New Deal Securities Statutes 12

Hierarchy of Regulation 14

Where to Find the Law 17

Government Publications 17

Private Publications 19

State Securities Regulation 20

Special Position of Securities Lawyers 21

Chapter 3 Business Context of Securities Law 26

Reasons Companies Register Securities 26

Advantages of Registration or Being Publicly Held 26

Cashing In 26

Economy 27

Control 27

Creation of Liquidity 27

Prestige 28

Estate Planning 28

Executive Recruiting and Retention 28

Acquisitions 29

Disadvantages of Registration or Being Publicly Held 29

Expense 29

Disclosure of Information 30

Freedom of Action 30

Income Expectations 30

Functions of Securities Firms 31

Underwriting 31

Acting as Dealer, Broker, and Market Maker 32

Investment Banking 33

Steps in a Registered Offering 33

Chapter 4 What Can Be Done During Securities Act Registration 36

Types of Issuers 36

Securities Act Section 5 37

Prefiling Period 37

Scheme of the Statute 37

What Is an Offer 39

Statutory Definition 39

Conditioning the Market 40

General Exceptions 44

Special Situations 45

Waiting Period 46

Scheme of the Statute 46

What Is a Sale 49

Special Situations 50

Acquisitions 50

Spin-offs and "Free" Stock Offerings 52

Pledges 53

What Is a Prospectus 54

Indirect Offers 55

Exceptions 57

Preliminary Prospectus Delivery Requirements 58

Posteffective Period 59

Scheme of the Statute 59

Section 5(b) and Defective Prospectuses 61

Final Prospectus Delivery Requirements 63

Chapter 5 How Securities Are Registered Under the Securities Act 67

Scheme of the Statute 67

Drafting a Registration Statement 68

Registration Statement Forms 68

Rules, Regulations, and Industry Guides 70

Getting the Job Done 72

Procedures of the Commission 74

Review and Comment Procedure 74

Delaying and Accelerating Effectiveness 75

Shelf Registration Under Rule 415 77

Refusal Orders, Stop Orders, and Withdrawal 78

Chapter 6 Exemptions From the Registration Requirements 79

Scheme of the Statute 79

Private Placements 80

Intrastate Offerings 84

Statutory Exemption 85

Rule 147 87

Limited Offerings: Sections 3(b), 4(2), 4(6), and 28; Regulations A, D, CE and S; Rules 701, 801 and 802 87

Sections 3(b) and 28 87

Regulation A 88

Section 4(6) 88

Regulation D 89

Regulation D Exemptions 90

Regulation CE 91

Rule 701 92

Rules 801 and 802 92

Regulation S 92

Chapter 7 Resales by Security Holders 93

Control and Restricted Securities 93

Public Resales Outside Rule 144 96

Sales of Control Securities 96

Sales of Restricted Securities 98

Public Resales Under Rule 144 101

Rule 144A and Other Private Resales 103

Chapter 8 Liability for Violation of the Securities Act 105

Criminal and Other Governmental Actions 105

Civil Liability 108

Section 11 108

Section 12 111

Section 12(a)(1) 111

Section 12(a)(2) 111

Section 12(b) 114

Section 15 114

Section 17(a) 114

Indemnification and Contribution 117

Chapter 9 Commission's General Exemptive Authority and Registration and Reporting Under the Exchange Act 119

Commission's General Exemptive Authority 119

Exchange Act Securities Registration 120

Periodic Reporting Under the Exchange Act 121

Edgar 124

Foreign Corrupt Practices Act 124

Sarbanes-Oxley Act of 2002 125

Chapter 10 Proxy Regulation 128

Exchange Act Section 14 and the Proxy Rules 128

How the Proxy System Works 129

Proposals of Security Holders 131

False or Misleading Statements 132

Materiality 132

Causation 133

Degree of Fault Required 135

Other Liability Issues 136

Chapter 11 Tender Offers 138

Williams Act 139

What is a Tender Offer 140

Issues in Williams Act Litigation 142

Who May Bring Suit? 142

Section 13(d) 143

Section 14(e) 143

Conduct Proscribed by Section 14(e) 144

Other Liability Issues 146

Chapter 12 Fraud and Related Issues Under Rule 10b-5 and the Sarbanes-Oxley Act 148

How It All Started And Where It's Gone 148

"In Connection With" Requirement 150

Reliance and Causation 154

"Purchaser-Seller" Requirement 155

Fault Required 156

Persons Subject to Trading Constraints 157

Issuers' Duty to Disclose 162

Materiality 164

Damages and Penalties 165

Statute of Limitations 167

Controlling Person Liability, Aiding and Abetting, and Conspiracy 168

Fraud and Related Issues Under the Sarbanes-Oxley Act 169

Chapter 13 Liability for Trading Profits Under Section 16(b) and the Sarbanes-Oxley Act 172

Section 16(b) 172

Persons Liable 173

Titles 174

Deputization 174

Beneficial Ownership 175

What is a Purchase or Sale 176

Timing of Purchases and Sales 177

Standing to Sue 178

Calculation of Profits 179

Sarbanes-Oxley Blackout Trading Prohibition 180

Chapter 14 Exchange Act Regulation of the Securities Business 182

Regulation of Stock Exchanges and the NASD 182

Regulation of Brokers and Dealers 184

Margin Requirements 186

Market Manipulation and Stabilization 186

Chapter 15 International Aspects of Securities Law 190

Internationalization of the Securities Markets 190

When and Where United States Laws Apply 191

Breadth of "Interstate Commerce" 191

Importance of Context 191

United States Registration Requirements 192

Securities Offered Abroad 193

Regulation S 193

Certain Press Communications 194

Website Postings 194

Outside the Safe Harbors 195

Securities of Foreign Issuers Offered in the United States 196

Exemptions from Securities Act Registration 196

Securities Act Registration by Foreign Issuers 197

Exchange Act Registration and Reporting by Foreign Issuers 197

Special Case of American Depositary Receipts 198

United States Antifraud Requirements 198

Judicial Attitude and Congressional Intent 198

"Conduct" and "Effects" Tests 199

Approach of the Restatement (Third) 199

Other Requirements of United States Law 200

Enforcement Matters 200.

Notes:

Includes index.

Local Notes:

Acquired for the Penn Libraries with assistance from the Anne and Joseph Trachtman Memorial Book Fund.

ISBN:

1599412039

9781599412030

OCLC:

75966701