Capital raising, mergers and acquisitions and securities trading around the
world often involve some connection with the United States and implicate the
US securities laws.
United States Securities Law: A Practical Guide ,offers a concise
overview of US securities laws from the perspective of a non-US participant.
It is written not only for lawyers but for managers, bankers and others with
an interest in the topic.
This new edition has been significantly updated and expanded, including for
the SEC's recent offering reforms and corporate governance developments.
Praise for the Second Edition:
This book has been a valuable resource in effectively counselling my company
in the intricacies of SEC regulation. Jim, with his many years of counselling
foreign issuers out of his firms London office, writes with a perspective that
is particularly relevant to the needs of foreign companies listed on US
exchanges. George Miller, Executive Vice President and General Counsel,
Novartis Corporation.
A well written and useful primer for those looking for quick, practical
answers to real life questions or who wish to understand better the background
and rationale to US securities law and regulation. Leland Goss, Managing
Director, Credit Suisse.
This book really is a practical guide to the US securities laws. It does a
great job of explaining the rules and regulations in a way that can be
understood by readers that are not themselves US securities lawyers. Peter
Castellon, Director & Counsel, Citigroup Corporate & Investment Banking.
Foreword, The Author, Acknowledgements, Introduction The Framework for
US Securities Regulation § 1 Concurrent Federal and State
Jurisdiction § 2 Theory of Full Disclosure § 3 Basic
Structure of Federal Regulation – 1933 Act and 1934 Act § 4
Integrated Disclosure System § 5 Other Securities Laws § 6
Additional Federal Regulation § 7 Organization of this Book
Chapter 1 Public Offerings Section 1 Regulation of Securities Offerings:
the 1933 Act Section 2 Registration Procedure Section 3 Publicity Section 4
Special Types of Offerings Chapter 2 Offerings Exempt from SEC
Registration Section 1 Exemption from Registration Based on Section 2
Exemptions from Registration Based on the Type of Offering Section 3
International Offerings Section 4 Secondary Market Transactions Section 5 Rule
144A Offerings Section 6 Further Considerations in Private and Rule 144A
Offerings Chapter 3 Special Issues in Public and Private Offerings
Section 1 Public vs. Private and Rule 144A Offerings: a Comparison Section 2
Equity Linked Transactions Section 3 Problems of Integration Between Public
and Private Offerings Section 4 Problems Posed by the Investment Company Act
Section 5 Research Section 6 IPO Practices Section 7 State Securities Laws
Section 8 Self-Regulatory Agencies Chapter 4 1934 Act Registration and
Integrated Disclosure Requirements Section 1 Principles of Registration under
the 1934 Act Section 2 Requirements Subsequent to Registration Section 3
Integrated Disclosure Requirements Section 4 Corporate Governance Chapter 5
Mergers and Acquisitions Section 1 Pre-Bid Share Acquisitions Section 2
Federal Securities Law Applicable to Tender Section 3 “Going Private”
Transactions Section 4 Registration Requirements Section 5 Proxy Solicitations
Section 6 Strategies for Foreign – Foreign Bids Section 7 Other Federal Laws
Section 8 State Law Applicable to Mergers and Acquisitions Section 9
Acquisition Techniques Section 10 Defensive Techniques for a US Company
Chapter 6 Market Regulation Section 1 Disclosure Section 2 Insider Trading
Section 3 Distribution of Securities Section 4 Other Laws Chapter 7
Listing and Trading Section 1 Stock Exchanges Section 2 Over-the-Counter
Markets Section 3 Clearance and Settlement Chapter 8 Market Regulators
and Market Participants Section 1 Securities and Exchange Commission Section 2
Other Regulatory Authorities Section 3 Enforcement of Securities Regulations
Section 4 Regulation of Broker-Dealers Section 5 Other Market Participants
Chapter 9 Financial Instruments Section 1 Creating Securities Section 2
Form of Securities Section 3 Other Financial Instruments Index