Securities and Federal Corporate Law, 2d (Vols. 3, 3A, 3B, 3C, 3D, 3E, 3F, 3G, 3H, and 3I Securities Law Series) at Thomson West

Securities and Federal Corporate Law, 2d (Vols. 3, 3A, 3B, 3C, 3D, 3E, 3F, 3G, 3H, and 3I Securities Law Series) at Thomson West

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Description

This comprehensive treatise set gives you access to every aspect of securities law and regulation. It complements primary reporter services and online databases, and includes cites to Westlaw®, CCH services, CFR, USCA®, and relevant primary law. This edition has been reorganized to integrate recent developments. This series discusses the Sarbanes-Oxley Act, PCAOB, Corporate Governance, public offering process, Rule 144A and private placements, registration and reporting under the Exchange Act, proxy regulation, tender offers, the Private Securities Litigation Reform Act, statute of limitations, small business disclosure, EDGAR, multi-jurisdictional disclosure, the Blue Sky law, and international capital markets.

Features

1997 Rule 144 Concept Release
NASDAQ Stock Market
National Securities Markets Improvements Act of 1996 (NSMIA)
NSMIA's preemption of offerings under Rule 506 of Regulation D
Recent updates include matters concerning Sarbanes-Oxley, PSLRA, PCAOB, EDGAR, 8.7, and 8-K
Regulation M and the most significant changes to the SEC's antimanipulation regulation of securities offerings

Summary Of Contents

Print

Volume 3
1. Introduction and Perspective
2. Securities, Exempted Securities, and Some Key Definitions
3. Exempt Transactions - Regulation D, Rule 147, and Rule 144
4. Rule 144A and PORTAL Market
Volume 3A
1. Integrated Disclosure System
2. Integrated Disclosure and Small Issuer Financing
3. Exchange Act Registration and Reporting
4. The Distribution Process
Volume 3B
1. Securities Act Registration
2. EDGAR
3. Trust Indenture Act
4. Responsibility and Liability in the Registration-Distribution Process
5. Rule 10b-5, Implied Remedies
6. Secondary Liability
Volume 3C
1. Safe Harbors for Forward-Looking Statements - The PSLRA, the SEC, and Bespeaks Caution
2. Private Securities Litigation and the PSLRA
3. Statutes of Limitations Under the Securities Acts
4. Unstructured Disclosures and the Duty to Disclose
5. Insider Trading
Volume 3D
1. Enforcement Actions and Securities Violators
2. Insider Trading and Section 16(b)
3. Fraud on Shareholders and the Federal Securities Laws
4. Securities Markets, Broker-Dealers, and Market Makers
Volume 3E
1. Proxy Regulation
2. Tender Offers and Take-Overs
3. State Securities Registration
Volume 3F
1. International Capital Markets and Securites Regulations
2. Euro-Security Financings
3. Forms
4. Public Company Accounting Oversight Board, SEC, FASB and Regulation of Public Accountants
5. Professional Responsibility of Attorneys
Volume 3G
- Appendix A1 Private Securities Litigation Reform Act of 1995
- Appendix A2 H.R. 1058 as Amended by Senate
- Appendix A3 S. 240 as Reported out of Banking Committee
- Appendix A4 H.R. 1058 as Passed by House
- Appendix B1 Satement of Managers' Conference Report
- Appendix B2 President's Veto Message
- Appendix B3 Debate in Senate on S. 240
- Appendix B4 Debate in Senate on H.R. 1058 Reported by Conference Committee
- Appendix B5 Debate in Senate to Override President's Veto
- Appendix B6 Debate in House to Override President's Veto
- Appendix B7 Debate in House on H.R. 1058 as Reported by Conference Committee
- Appendix B8 Debate in House on H.R. 1058 Congressional Record: March 7, 1995
Volume 3H
- Appendix C1 National Securities Markets Improvement Act of 1996
- Appendix C2 Senate Floor Remarks (October 3, 1996)
- Appendix C3 House Floor Remarks
- Appendix C4 Senate Floor Remarks (October 1, 1996)
- Appendix C5 Conference Report
- Appendix C6 S. 1815 as Passed by Senate
- Appendix C7 Floor Remarks on S. 1815 Prior to Passage by Senate
- Appendix C8 Senate Report 104-293
- Appendix C9 H.R. 3005 as Passed by House and House Debate
- Appendix C10 House Report 104-622
- Appendix C11 Testimony of Barray Barbash (excerpts)
- Appendix D1 Sec. Act. Release No. 7233 (Oct. 6, 1995)
- Appendix D2 Use of Electronic Media - Interpretive Release II
- Appendix D3 SEC Report on Technological Advances Affecting Securities Markets
- Appendix D4 Sec. Act Release No. 7190 (June 27, 1995)
- Appendix F4. Proposed Rules Relating To Pre-Filing Offers, Free Writing, Delivery Of Prospectus
- Appendix F5. Civil Liability Under Proposed Securities Offering Regime
- Appendix F6. Underwriters' Due Diligence Under Proposed Securities Offering Regime
- Appendix F7. Small Business Issuers And Form Sb-2 Registration
- Appendix F8. Form C Registration
- Appendix F9. Form Sb-3 Registration
- Appendix F10. Regulation M-A--Integrating Tender Offer And Merger Disclosure
- Appendix F11. Communications Relating To Mergers, Business Combinations And Exchange Offers
- Appendix F12. Form A Registration--Real Estate Companies
- Appendix F13. Staff Review Policy Under The New Securities Offering Regime
- Appendix F14. Registration And Reporting Under The Exchange Act
- Appendix F15. Integration Of Public And Private Offerings
- Appendix G1. Division Of Corporation Finance: Manual Of Publicly Available Telephone Interpretations Supplement - March 1999
- Appendix G2. Division Of Corporation Finance: Manual Of Publicly Available Telephone Interpretations
Volume 3I
- Appendix H1. Staff Legal Bulletin No. 6 (Euro)
- Appendix I1. Excerpts From Concept Release Regarding International Accounting Standards (2000)
- Appendix J1. Edgar%G%G Release 8.6 Edgarlink Filer Manual
- Appendix J2. Onlineforms Filer Manual
- Appendix J3. Form N-Sar
- Appendix K1. International Disclosure Standards For Cross-Border Offerings And Initial Listings By Foreign Issuers
- Appendix L1. Gramm-Leach-Bliley Act: Post-Enactment Developments
- Appendix M1. Division Of Corporation Finance: Manual Of Publicly Available Telephone Interpretations
- Appendix M2. Division Of Corporation Finance: Manual Of Publicly Available Telephone Interpretations
- Appendix N1. Division Of Corporation Finance
- Appendix N2. Division Of Corporation Finance
- Appendix O1. Supplemental Information For Persons Requested To Supply Information Voluntarily Or Directed To Supply Information Pursuant To A Commission Subpoen
- Appendix O2. Crisis Management Case Study
- Appendix P1. Four-Firm Letter On Hedging Restricted And Control Securities
- Table of Statutes, Rules and Regulations

Table of Cases
Index

Filing and Shelving Instructions

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