Product Overview
This is a book of answers. The information is presented in a concise, well-organized manner, and is written in plain English. . . . [It] is a must-have. Arina Shulga, Business Law Post (blog)
In one concise volume, the sixth edition of Securities Law and Practice Deskbook features step-by-step checklists that spotlight what you should and should not do as an adviser in the securities arena. This practical treatise enables you to help corporate entities:
- Deal effectively with the Securities Act registration processfocusing on the procedures, disclosure requirements, and documents involved, including the drafting of prospectuses and the due diligence necessary to ensure accuracy
- Handle registration and reporting under the Exchange Act, including the revisions made by the Sarbanes-Oxley, Dodd-Frank and JOBS Acts
- Issue securities under the various exemptions from Securities Act registrationincluding discussions of the latest changes to Regulation A, Regulation D and the newly-adopted crowdfunding regulations
- Handle resales of restricted and control securitiesincluding a comprehensive Rule 144 decision tree
- Minimize liability risks under the Exchange Actby understanding what triggers violations of Regulation FD, Rule 10b-5, Section 16(b) and the existing and proposed clawback rules relative to incentive based compensation
Securities Law and Practice Deskbook also covers the recent legislative, regulatory and judicial changes that:
- Allowed streamlined and confidential registration procedures for emerging growth companies
- Revised Regulation D, including allowing general solicitation in certain offerings and revising the net worth standard for qualification as an accredited investor; and expanded bad actor disqualification and disclosures
- Increased the SECs ability to impose penalties in cease-and-desist proceedings
- Heightened the requirements for bringing securities class actions under Rule 10b-5
- Significantly revised proxy disclosures and requirements relative to executive compensation (e.g., say-on-pay; pay for performance and pay ratio disclosure)
