Gilbert Law Summaries Securities Regulation,9780159004371

Gilbert Law Summaries Securities Regulation

by
Edition: 6th
ISBN13: 9780159004371
ISBN10: 0159004373
Format: Paperback
Pub. Date: 2002-08-01
Publisher(s): West Group
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Summary

The topics covered in this outline are Securities and Exchange Commission, jurisdiction and interstate commerce, and the Securities Act of 1933 (including persons and property interest covered, registration statements, exemptions from registration requirements, and liabilities). Also discussed are the Securities Exchange Act of 1934 (including Rule 10b-5, tender offers and repurchases of stock, regulation of proxy solicitations, liability for short-swing profits on insider transactions, and S.E.C. enforcement actions), regulation of the securities markets, multinational transactions, and the state regulation of securities transactions.

Table of Contents

Securities Regulation Text Correlation Chart i
Securities Regulation Capsule Summary i
Approach to Exams i
Introduction to Federal Securities Regulation
Chapter Approach
1(1)
Why Regulate Securities?
1(2)
The Securities Industry Generally
3(6)
The Securities and Exchange Commission
9(1)
Securities Acts Administered by the S.E.C.-An Overview
10(4)
Chart: Comparison of the 1933 and 1934 Acts
11(3)
Jurisdiction and Interstate Commerce
14(4)
Regulating the Original Distribution of Securities-the Securities Act of 1933
Chapter Approach
17(1)
Introduction
18(6)
Chart: Types of Underwriting Agreements
21(3)
Transactions Covered by the 1933 Act
24(16)
Chart: Summary of Sales Restrictions Under Section 5
39(1)
Persons Covered by the 1933 Act
40(6)
Property Interests Covered by the 1933 Act
46(12)
The Registration Statement
58(30)
Chart: Disclosure Under the 1933 Act-Registration Statement
76(12)
Exemptions from Registration Requirements
88(77)
Chart: Dealer Prospectus Delivery Requirements
94(4)
Chart: Dealer Transaction Exemption vs. Broker's Transaction Exemption
98(4)
Chart: Section 4(2) Private Offering Considerations
102(10)
Chart: Regulation D Exemptions-A Summary
112(18)
Chart: Key Points of Rule 147-A Summary
130(27)
Chart: Checklist of Rule 144 Requirements
157(8)
Liabilities Under the 1933 Act
165(31)
Chart: Remedies Under the 1933 Act-A Summary
169(11)
Chart: Standards of Due Diligence
180(15)
Regulation of Securities Trading-the Securities Exchange Act of 1934
Chapter Approach
195(1)
Overview of the 1934 Act
196(10)
Chart: Professionals Required to Register Under the 1934 Act
200(2)
Chart: Additional Persons with Reporting Requirements
202(4)
Civil Liability Under Rule 10b-5 of the 1934 Act
206(45)
Chart: Showing Reliance-An Approach
223(28)
Tender Offers and Repurchases of Stock
251(33)
Chart: Tender Offer Reporting-An Overview
253(3)
Chart: Tender Offers and Section 13(d)
256(5)
Chart: Tender Offers and Section 14(d)
261(3)
Chart: Section 14(d) Substantive Requirements
264(17)
Chart: Tactics to Oppose a Tender Offer-A Summary
281(3)
Regulation of Proxy Solicitations
284(32)
Chart: Approach to Shareholder-Proposed Proxy Solicitation
295(6)
Chart: Checklist of Grounds for Omitting Shareholder Proposals
301(15)
Insider Liability for Short-Swing Profits
316(31)
Chart: Approach to Section 16(b) Liability
318(13)
Chart: Determining When There Has Been a Purchase or Sale
331(16)
Liability of Participants in and Advisers to Securities Transactions
347(13)
S.E.C. Enforcement Actions
360(19)
Chart: Typical Progress of an S.E.C. Enforcement Action
361(14)
Chart: Comparison of Lawyer's Duties Regarding Client's Securities Laws Violations
375(4)
The Private Securities Litigation Reform Act of 1995
379(8)
Criminal Enforcement and RICO
387(10)
Regulation of the Securities Markets
Chapter Approach
397(1)
Regulation of the National Securities Exchanges
397(15)
Regulation of the Over-the-Counter Market
412(5)
Chart: Checklist of Broker-Dealer Requirements in Sales of Penny Stocks
416(1)
Regulation of Market Manipulation and Stabilization
417(12)
Chart: Trading Restrictions Under Regulation M
423(6)
Regulation of Broker-Dealer Trading Activities
429(22)
Chart: A Comparison of Antifraud Provisions
431(20)
Application of Federal Securities Laws to Multinational Transactions
Chapter Approach
451(1)
Registration Under the 1933 Act
451(2)
Application of the 1934 Act
453(6)
Regulation of Securities Transactions by the States
Chapter Approach
459(1)
Uniform Securities Act
459(1)
Preemption of State Securities Laws
459(3)
Chart: Summary of Securities Exempt from State Regulation
462(1)
Secondary Distribution of Securities
462(3)
Review Questions and Answers 465(24)
Exam Questions and Answers 489(18)
Tables of Citations to Securities Act of 1933 507(1)
Tables of Citations to Securities Act Rules 508(1)
Tables of Citations to Securities Exchange Act of 1934 509(1)
Tables of Citations to Securities Exchange Act Rules 510(3)
Tables of Cases 513(6)
Index 519

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