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Securities Law Techniques

Contributions from over 50 leading practitioners in the field. The experts ...


Availability: In Stock
Publisher :Matthew Bender
Format: 7 volume looseleaf , BOOK
ISBN: 9780820516363
  $1,943.00
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    Contributions from over 50 leading practitioners in the field. The experts provide thorough treatment of securities registration and requirements exemptions therefrom, public reporting and recordkeeping requirements, common transactions (including the specific tasks of counsel, underwriters, accountants and company officers and directors), corporate charges and business combinations, as well as complete guidance for representing a client in securities litigation.

    Topics covered include:

  • Exempt transactions
  • The registered first offering and subsequent offerings
  • Being public
  • Corporate changes
  • Insider trading
  • Investment companies and advisers
  • SEC and self-regulatory organization proceedings
  • Private litigation
  • Internal investigations
  • Arbitration

    Appendices feature checklists, sample forms, and timetables.

    First published in 1985.

    7 Volumes; Looseleaf; updated.

    View Chapter Excerpt

    Featured Federal Securities Law Publications

    • VOLUME 1
    PART I EXEMPT SECURITIES AND TRANSACTIONS
    Chapter 1 Overview of Federal Private Placement Exemptions
    Chapter 2 The Regulation D Exemption
    Chapter 3 Offerings of Securities Pursuant to Regulation A
    Chapter 4 Securities Regulation of Sales of Oil and Gas Interests
    Chapter 5 Section 3(a)(9): Recapitalizations
    Chapter 6 Section 3(a)(10): Officially Sanctioned Exchanges
    Chapters 7-12 [Reserved]
    PART II THE REGISTERED FIRST OFFERING
    Chapter 13 The Registered First Offering
    Chapter 14 Registration Process in a Nutshell
    Chapter 15 The Initial Underwritten Public Offering

    VOLUME 2
    Chapters 16-18 [Reserved]
    Chapter 19 Preparing the Registration Statement
    Chapter 20 SEC Regulation of Financial Reporting in the Integrated Disclosure System
    Chapter 21 [Reserved]
    Chapter 22 The Process of Becoming “Effective”
    Chapter 23 Shelf Registration and Related Due Diligence Challenges
    Chapter 24 Blue Sky Registration
    Chapter 25 NASD Rules for Public Offerings

    VOLUME 3
    Chapter 26 Regulation M
    Chapter 27 Problems of Debt Offerings
    Chapter 28 Post-Effective Matters
    Chapter 29 Using Forms SB-1 and SB-2
    Chapter 30 Responsibilities for Registered Offerings
    Chapters 31-35 [Reserved]
    PART III SUBSEQUENT OFFERINGS
    Chapter 36 Additional Public Offerings: Uses of Various Forms
    Chapter 37 Secondary Offerings
    Chapter 38 Rule 144
    Chapter 39 Rule 144A

    VOLUME 4
    PART IV BEING PUBLIC
    Chapters 40-46 [Reserved]
    Chapter 47 The Nasdaq Stock MarketSM
    Chapter 48 Problems in Trading
    Chapter 49 Registration Under the Exchange Act
    Chapter 50 Annual Report to the Commission—Form 10-K
    Chapter 51 Preparation of Proxy Statements and Annual Reports to Shareholders
    Chapter 52 [Reserved]
    Chapter 53 Shareholder Initiatives
    Chapter 54 Conducting the Annual Meeting
    Chapter 55 Quarterly Reports on Form 10-Q or 10-QSB
    Chapter 56 Current Reports on Form 8-K
    Chapters 57-59 [Reserved]
    Chapter 60 Admission of Securities to Official Listing on Stock Exchanges Within the European Union and the Subsequent Disclosure Obligations
    Chapters 61-63 [Reserved]

    VOLUME 5
    PART V CORPORATE CHANGES
    Chapter 64 Public Limited Partnerships
    Chapter 65 Preparing the Business Combination Registration Statement
    Chapter 66 Why, When and How To Conduct a Proxy Contest For Corporate Control
    Chapter 67 Going Private — Rule 13e-3
    Chapter 68 State Law on Going Private: Developments in Delaware Law
    Chapter 69 Repurchases of Shares—State of State Law
    Chapter 70 Williams Act—An Overview
    Chapter 71 Williams Act — Beneficial Ownership Disclosure
    Chapter 72 Williams Act—Tender Offer Regulation

    VOLUME 6
    Chapter 73 Leveraged Buyouts
    Chapters 74-79 [Reserved]
    PART VI INSIDER TRADING
    Chapter 80 Insider Trading UnderSection 10(b) of the SecuritiesExchange Act
    Chapter 81 Insider Trading Under Section 16 of the Securities Exchange Act
    Chapter 82 Complying With the Foreign Corrupt Practices Act
    PART VII INVESTMENT COMPANIES AND INVESTMENT ADVISORS
    Chapter 83 Investment Company Act Of 1940
    Chapter 84 The Investment Advisers Act of 1940
    TITLE II: LITIGATION
    PART I SRO AND SEC PROCEEDINGS
    Chapter 85 Self-Regulatory Organization Proceedings
    Chapter 86 Arbitration
    Chapter 87 SEC Proceedings — An Overview
    Chapter 88 Securities Enforcement Investigations
    Chapter 88A The SEC Standards of Professional Conduct For Attorneys
    Chapter 89 The SEC Administrative Hearing
    Chapter 90 SEC Injunctive Proceedings

    VOLUME 7
    PART II PRIVATE LITIGATION
    Chapter 91 Litigation—An Overview
    Chapter 92 Class Actions
    Chapter 93 Blue Sky Litigation
    Chapters 94-106 [Reserved]
    PART III COMMON ISSUES IN PRIVATE LITIGATION
    Chapter 107 The Uses and Functions of Experts in Securities Litigation
    Chapter 108 Practice Before the Judicial Panel on Multidistrict Litigation
    Chapter 109 The Attorney-Client Privilege and the Work-Product Doctrine
    Chapter 110 Collateral Estoppel
    Chapters 111-118 [Reserved]
    PART IV INVESTIGATIONS
    Chapter 119 Internal Corporate Investigations
    Chapter 120 Bankruptcy Trustee and Examiner Investigations
    PART V INDEMNIFICATION AND INSURANCE
    Chapter 121 Indemnification and Securities Litigation
    Chapter 122 Directors’ and Officers’ and Related Forms of Liability Insurance

     

    Sommer, Jr., A.A.


    Alphonse Adam Sommer, Jr. (1924-2002) was the General Editor of the Securities Regulation Series: Federal Securities Act of 1933, Federal Securities Exchange Act of 1934, and Securities Primary Law Sourcebook,and of Securities Law Techniques and Blue Sky Regulation, all from Matthew Bender.

    Mr. Sommer was a Commissioner of the Securities and Exchange Commission from 1973-1976. Since 1994, Mr. Sommer has been Counsel to Morgan Lewis & Bockius in Washington D.C. Prior to that, he was a partner with Morgan, Lewis & Bockius (1979-1994), Wilmer, Cutler & Pickering (1977-1979), Jones, Day, Reavis & Pogue (1976-1977), and Calfee, Halter, Calfee, Griswold & Sommer (1950-1973).

    Mr. Sommer was the Chairman of the Public Oversight Board of the American Institute of Certified Public Accountants; Deputy Chairman, Capital Markets Forum, International Bar Association; and Member, Board of Governors, NASDR.

    He received an A.B. from Notre Dame, and a J.D. from Harvard Law School. He received an LL.D. from Cleveland State University in 1976.

    Mr. Sommer participated in programs with respect to capital formation in Manila, Phillippines; Jakarta, Indonesia; Seoul, South Korea; Buenos Aires, Argentina; Rio de Janeiro, Brazil; and Tokyo, Japan. In addition, he served as consultant to the governments of many countries, including Jordan, Taiwan, Egypt, and the People's Republic of China, with respect to securities regulation. He served as consultant to the Inter-American Development Bank with respect to the organization of a securities regulatory body in Trinidad and Tobago. He sits on the Advisory Board of several publications, including Securities Regulation and Law Report (BNA), Journal of Corporation Law, The Corporate Director, Corporate Accounting, and The Review of Securities Regulation. In addition, he served on the Advisory Board of the University of Southern California SEC and Financial Reporting Institute.

     

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