Securities Regulation: Examples & Explanations

Securities Regulation: Examples & Explanations

by Alan R. Palmiter

Paperback(Older Edition)



Noted author Alan Palmiter sends a lifeboat to students of Securities Regulation in this carefully-crafted study guide. In the highly-regarded style of the Examples & Explanations Series that instructors know they can trust, Palmiter provides textual overviews of the key concepts of the course, followed by examples to test student understanding, and suggested answers to the examples. SECURITIES REGULATION: Examples and Explanations opens with an overview of Securities Markets and Regulation and the Definition of a Security, followed by coverage of:

  • Materiality
  • Registration of Securities Offerings
  • Exemptions from Securities Act Registration
  • Securities Act Liability
  • Secondary and other Post-Offering Distributions
  • Securities Exchange Act of 1934
  • Rule 10b-5
  • Insider Trading
  • SEC Enforcement Palmiter also covers topics that sometimes receive cursory attention in class but are important on exams and in practice:
  • Regulation of Securities Professionals
  • U.S. Regulation of Cross-Border Securities Transactions Many of the examples and explanations in the book are drawn from newsworthy events, such as:
  • the initial public offering of Microsoft in 1986
  • the recent emergence of internet trading
  • a famous securities fraud case that bounced its way to the Supreme Court on a number of occasions With its timely examples, illuminating text, and proven effective format, SECURITIES REGULATION: Examples and Explanations makes it easier for students to learn — and instructors to teach — this important but difficult subject.
  • Product Details

    ISBN-13: 9781567066371
    Publisher: Wolters Kluwer Law & Business
    Publication date: 04/28/1998
    Series: The Examples and Explanations Series
    Edition description: Older Edition
    Pages: 440
    Product dimensions: 7.09(w) x 10.24(h) x (d)

    Table of Contents



    Special Notice

    Chapter 1: Introduction to Securities Markets and Regulation 1.1 Securities Markets and Participants 1.2 Efficiency of Public Stock Markets 1.3 Federal Securities Regulation-Overview 1.4 State Securities Regulation-State Blue Sky Laws 1.5 SEC Exemptive Power

    Chapter 2: Definition of Security 2.1 Implications of Definition 2.2 Testing for a 'Security' 2.3 'Securities' in Varying Contexts

    Chapter 3: Materiality 3.1 Definition of Materiality 3.2 Materiality-Types of Information 3.3 Materiality in Context: 'Total Mix' of Information

    Chapter 4: Registration of Securities Offerings 4.1 The Distribution of Securities to Public Investors 4.2 Registration of Public Offerings 4.3 Managed Disclosure during Registration-'Gun-Jumping'

    Chapter 5: Exemptions from Securities Act Registration 5.1 Exempt Securities 5.2 Transaction Exemptions 5.3 State Blue Sky Exemptions

    Chapter 6: Securities Act Liability 6.1 Common Law of Misrepresentation 6.2 Section 12(a)(1): Violations of Section 5 6.3 Section 11: Misrepresentations in Registration Statement 6.4 Section 12(a)(2): Misrepresentation in 'Public' Offerings 6.5 Section 15: Liability of Control Persons

    Chapter 7: Secondary and Other Postoffering Distribution 7.1 The Section 4(1) Exemption: Transactions by Issuers, Underwriters, and Dealers 7.2 Exemptions: Transactions Not Involving an 'Issuer, Underwriter or Dealer' 7.3 Corporate Reorganizations and Recapitalizations

    Chapter 8: Securities Exchange Act of 1934 8.1 Regulation of Securities Trading Markets 8.2 Regulation of Abusive Market Practices 8.3 Regulation of Public Companies

    Chapter 9: Rule 10b-5 9.1 Rule 10b-5 Overview 9.2 Scope of Private 10b-5 Action 9.3 Fraud Elements of Private 10b-5 Action 9.4 Defenses in Private 10b-5 Action 9.5 Comparison to Other Securities Fraud Remedies

    Chapter 10: Insider Trading 10.1 Introduction to Insider Trading 10.2 Rule 10b-5 and Insider Trading 10.3 Section 16(b)-Disgorging Short-Swing Insider Profits

    Chapter 11: Regulation of Securities Professionals 11.1 Capacities of Securities Professionals 11.2 Broker-Dealer Regulation 11.3 Investment Adviser Regulation

    Chapter 12: SEC Enforcement 12.1 SEC Investigations 12.2 SEC Administrative Enforcement 12.3 Judicial Enforcement: Injunctions and Other Remedies 12.4 Criminal Enforcement 12.5 Enforcement against Securities Lawyers

    Chapter 13: U.S. Regulation of Cross-Border Securities Transactions 13.1 Offshore Offerings by U.S. Issuers (and Foreign Issuers) 13.2 Foreign Securities in the United States 13.3 Extraterritorial Reach of U.S. Securities Laws


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