Examples & Explanations: Securities Regulation

by Alan R. Palmiter

Informal and student-friendly, this study guide gives an overview of federal securities regulation and illustrates the topic with practical applications. Securities Regulation: E & E, 6E, combines clear introductions with examples and explanations that test students' understanding of concepts and give them practice applying the law to fact patterns--many drawn from current events. Features:

; Updates on recent Supreme Court rulings: Amgen Inc. (proof of materiality); Suisse Securities (statute of limitations); Janus Capital (making of false statements); Halliburton (proof of loss causation); Matrixx Initiatives (materiality); Morrison (extraterritorial securities fraud) The new JOBS Act: new definitions of "public company"; disclosure and internal-control exemptions for "emerging growth companies"; broader marketing of private placements; new mini-public offering registration process; and new registration exemptions and liability scheme for "crowdfunding" Actual use (with charts) of the various registration exemptions exemptions under the Securities Act of 1933, including intrastate, Reg D, Reg A and statutory 4(2) offerings. The status of recent high-profile securities litigation, including fraud in the marketing of subprime mortgages, largest-ever insider trading convictions New, updated examples and explanations based on recent developments: class action litigation under Rule 10b-5, fraud in selling mortgage-backed securities, liability for inaccurate credit ratings, exemptions under JOBS Act

Genres: Law

656 pages, Paperback

First published March 26, 2002

Reviews

[Monzenn · Rating 5 out of 5]

Soft five stars. Obviously, most of the jurisprudence went way over my head, and yet the description of the intent, clarifications, and examples made the book a great read still. It was also great to see familiar terms such as 144A and RegS, as well as connect the 80s and 90s financial shenanigans with the resulting laws (Enron-WorldCom-Arthur Anderson, Merrill Lynch, and Internet stocks abound). Also, this is obviously not a judgment on the soundness of the laws themselves. Even there, the book sometimes pulls no punches in commenting on moments of overreacting (thereafter putting up a virtual shrug and saying "well them's the law"). A surprisingly good casual read, so long as you have some patience over the jurisprudence.

[Trevor · Rating 3 out of 5]

A little dry, but lines like:
"you should not become exasperated by the lack of clear lines and tidy categories. The elusive search for 'security' is a wonderful, if challenging, amusement."
- make it all worthwhile.
Honestly, this was good review material for the Cox, Hillman, Langevoort text.