Corporate Finance and the Securities LawsCorporate Finance and the Securities Laws has been winning over practitioners with its clear andquot;how to do itandquot; approach ever since its publication in 1990. This acclaimed guide is now completely updated in this Fifth Edition to help you meet the challenges of raising capital in today's increasingly regulated marketplace. Written in plain English by two top experts in the field - each with literally hundreds of successful deals under his belt, Corporate Finance and the Securities Laws is the andquot;go toandquot; resource which explains the mechanics of corporate finance together with the statutes that govern each type of deal. You'll receive expert corporate finance analysis, procedural guidance, and practical securities law pointers every step of the way to help you Structure all types of corporate finance deals - from public, private, and offshore offerings to corporate debt restructurings, commercial paper programs, raising capital, and asset-based securities transactions Root out problems before corporate finance deals are put in motion, with heads-up input on securities law prohibited practices, potential liabilities, conflicts of interest, due diligence concerns, and other red-flag issues Shepherd transactions through the corporate finance regulatory process with a clear understanding of applicable statutes and their implications in real-life situations Know what to do when securities law problems crop up - and find clear answers to the countless questions that develop in the course of a corporate finance deal Close deals, raising capital in a timely manner and work shoulder to shoulder with clients to accomplish your corporate finance objectives
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Contents
About Wolters Kluwer Legal | xxxix |
Published by Wolters Kluwer in New York | xli |
3 How the Prospectus Delivery Requirements | 1-3 |
Work 133 | 1-33 |
c Delivery of Final Prospectus with | 1-39 |
i Electronic Delivery of Prospectus 145 | 1-45 |
06 | 1-46 |
of securities and accompanying mandatory full disclosure in a registra | 1-50 |
B Accredited Investors 737 | 7-37 |
5 Effect of Action by Court or Authority Imposing | 7-51 |
Rule 144A Securities 768 | 7-68 |
Institutions 780 | 7-80 |
3 ProceduresandControls 782 4 | 7-82 |
A Unsuccessful or Completed Private Offering Followed | 7-89 |
AB Exchange Offer 7101 | 7-101 |
Rule 135e 155 | 8-1 |
c Notice of Proposed Pending or Completed | 1-52 |
cc Other Conditions 162 | 1-62 |
iv Integration 1100 | 1-100 |
CHAPTER 2 | 2-1 |
R Underwriters Default and StepUp 269 | 2-69 |
INITIAL PUBLIC OFFERINGS | 3-3 |
CHAPTER 7 | 3-7 |
A GunJumping Questions Prior to Filing 318 | 3-18 |
Social Media 339 | 3-39 |
1959 hereafter Landis The brief account that follows is taken principally from | 3-50 |
Wolters Kluwer Legal Regulatory U S delivers expert content and solutions in the areas | 3-60 |
Registration Statements 391 | 3-91 |
Rule 430A 3115 | 3-121 |
Shoe Exercise Stabilization 3126 | 3-132 |
05 | 3-134 |
CHAPTER | 3-145 |
3A 03 Marketing Efforts 3A7 | 3-151 |
CHAPTER 4 | 4-1 |
SEC staffs resumption of issuance of bedbug letters see | 4-3 |
NonConvertible and 1 Million ADTV | 4-22 |
or Securities Offered as Principal 429 | 4-29 |
for the Security 452 | 4-52 |
Certain Public Offerings 463 | 4-63 |
CHAPTER 5 | 5-1 |
5 Maintaining or Carrying Over a Stabilization | 5-5 |
Implications of Merit Mgt Group for commercial paper issuers | 5-10 |
Securities | 5-12 |
The Index has been completely updated to reflect all the changes to | 5-17 |
on the new civil liabilities that were to be imposed on those who have | 5-29 |
Statements 555 | 5-55 |
K Questionnaires from Officers Directors and Other | 5-70 |
P Due Diligence Regarding Emerging Disclosure | 5-80 |
Statements 591 | 5-91 |
and Auditing Standards 5102 | 5-102 |
CHAPTER 6 | 6-1 |
2 Exempt Offerings 617 | 6-17 |
628 | 6-28 |
Other Ways of Exploiting New Issues 637 | 6-37 |
for Other Services 649 | 6-49 |
PRIVATE PLACEMENTS | 7-1 |
A General Solicitation or Advertising 716 | 7-16 |
on General Solicitation or General | 7-30 |
ITS CONSEQUENCES | 8-14 |
A Form S3 Eligibility Requirements 818 | 8-18 |
B Securities Offerings Eligible to Use Rule 415 825 | 8-25 |
1 Amount of Securities Registered 832 | 8-32 |
H Basic Documentation 841 | 8-41 |
Reference 6 Incorporating Reports that Contain 845 | 8-45 |
L Section 12a2 Negative Assurance Letters 851 | 8-51 |
03 | 8-57 |
Counsel 875 | 8-75 |
Prospectus Supplement 881 | 8-81 |
CHAPTER 9 | 9-1 |
03 | 9-2 |
Rule 135e 918 | 9-18 |
States Who Are Not Considered to Be U | 9-24 |
k Duration of Prohibition 925 | 9-25 |
UnitedStates 940 1 | 9-40 |
ADR Programs 959 | 9-59 |
E Financial Statement Requirements 972 | 9-72 |
Leaving | 9-81 |
CHAPTER 10 | 10-3 |
A Continuous Offering Procedures for Restricted | 10-39 |
CHAPTER 11 | 11-1 |
8 New or Revised Financial Reporting Standards 345 | 11-3 |
12 Alternative Methods of Presenting ThirdParty | 11-12 |
1118 | 11-18 |
CHAPTER 12 | 12-1 |
CHAPTER 13 | 13-1 |
d Relaxed Conditions During Marketwide | 13-21 |
E Inducements to Encourage Early Tenders Waterfall | 13-66 |
Covenants Trust Indenture Act Resales | 13-79 |
5 Collaboration Among Debtholders 1376 | 13-90 |
B Does the Rescission Offer Cut Off Put Rights? 1387 | 13-105 |
02 | 14-1 |
SEC Implementation Efforts Prior to 2014 149 | 14-9 |
of Materials as FWPs or Through Electronic | 14-72 |
B Form 8K 1472 | 14-86 |
Other Considerations 1484 | 14-100 |
CHAPTER 15 | 15-1 |
2 Cayman Islands or Bermuda Insurance | 15-8 |
| I-1 | |
Common terms and phrases
additional adopted agreement amendments amount apply authority banking basis broker-dealer capital closing communications company’s connection Corporation Corporation Finance counsel court covered customers dealer debt determine disclosure distribution documents due diligence effective exception exchange exemption fact filing FINRA firms foreign Form interest investment investors involving issued issuer letter liability limited listed material means meet million NASDAQ noted notice obligations offering officers participation period permit person position practice prior private placement procedures prohibition proposed prospectus public offering purchase question reasonable recent reference registration statement Regulation Release rely reports response restricted result risk Rule SEC Release SEC staff SEC’s securities Securities Offering selling shares shelf short sold solicitation specified stabilizing standard syndicate trading transactions underwriters United violation