New book purchase includes complimentary digital access to the eBook. Selections in the book include the text of basic federal securities laws, related Securities and Exchange Commission (SEC) rules and forms, and other selected related laws and regulations. It is designed as a supplement to securities regulation texts used in law school courses, but it can also serve as a reference for lawyers, securities professionals, and corporate officers. The booklet contains changes made through November 2021.

The spate of mis-selling episodes that have plagued the financial services industries in recent years has caused widespread detriment to investors. Notwithstanding numerous regulatory interventions, curtailing the incidence of poor investment advice remains a challenge for regulators, particularly because these measures are taken in a 'fire-fighting' fashion without adequate consideration being given to the root causes of mis-selling. Against this backdrop, this book focuses on the sale of complex investment products to corporate retail investors by drawing upon the widespread mis-selling of interest rate hedging products (IRHP) in the UK and beyond. It brings to the fore the relatively understudied field concerning the different degrees of investor protection mechanisms applicable to individual retail investors - as opposed to corporate retail investors - by taking stock of past regulatory reforms and forthcoming regulatory initiatives as well as, more importantly, the conclusions reached by the judiciary in IRHP mis-selling claims. The conclusions are particularly interesting: corporate retail investors are in a vulnerable position when compared to individual retail investors. The former are exposed to a heightened risk of mis-selling, meaning that regulatory intervention should be targeted accordingly. The recommendations made as a result of these findings are further supported by insights emerging from behavioural law and economic theories. This book is aimed at researchers, lawyers and students with an interest in the financial regulation field who are keen to explore potential regulatory reforms to the investment services regime that address the root causes of mis-selling, and restore a level playing field amongst all retail investors.

This edited collection explores transparency as a key regulatory strategy in European business law. It examines the rationales, limitations and further perspectives on transparency that have emerged in various areas of European law including corporate law, capital markets law and accounting law, as well as other areas of law relevant for European (listed) stock corporations. This book presents a clear and accurate picture of the recent reforms in the European transparency regime. In doing so it endorses a multi-dimensional notion of transparency, highlighting the need for careful consideration and contextualisation of the transparency phenomenon. In addition, the book considers relevant enforcement mechanisms and discusses the implications of disparate enforcement concepts in European law from both the private and public law perspectives. Written by a team of distinguished contributors, the collection offers a comprehensive analysis of the European transparency regime by discussing the fundamentals of transparency, the role of disclosure in European business law, and related enforcement questions.

Exits are the lifeblood of private equity: for private equity investors, at the top of their list of priorities when making an investment is an understanding of when and how they will realise it in due course. The methods of exiting private equity investments have developed over the years, and particularly as a result of the hyper-competitive market for quality assets and disruption caused by global macro-economic events such as the novel coronavirus pandemic. To the usual trade sales and initial public offerings (IPOs) have been added secondary, tertiary (and more) buy-outs, refinancings, partial sales, private equity house spin-outs, liquidations and an increasing number of "fund-to-fund" transfers. In these uncertain times, private equity houses will continue to put a significant focus on what options might be available to them to realise their portfolio investments, being mindful of not just the economic risks, but also the legal, tax, regulatory and reputational issues at stake. Management teams are key to this process and their economic, commercial and personal priorities cannot be underestimated in what is a very complex environment of often conflicting aspirations. This practical guide features contributions by leading specialists (including from Latham & Watkins, Linklaters, Macfarlanes and Ropes & Gray) on a range of topics linked to the exit of private equity investments. Topics featured include preparing for exits, vendor diligence, management issues, auction sales, partial exits, private equity house spin-outs, IPOs, refinancing, winding-up, tax and perspectives from Luxembourg, the US and views on the emerging markets. The third edition also includes analysis on emerging and established trends impacting exit terms, including early management liquidity, the prevalence of insurance solutions and related party or fund-to-fund exits. Together, the contributors provide an invaluable guide to the legal, regulatory, tax and practical elements in play. Whether you are a lawyer in practice or in-house, this commercially focused title will provide you with an invaluable all-round overview of private equity exits.

Insider Dealing: Law and Practice, first edition, was the first work to offer a detailed treatment of the rapidly developing law and practice relating to this complex area of law. The new edition of this leading text continues to provide an easily accessible guide to the practice and procedure of an insider dealing investigation, prosecution or civil action. Significantly updated to take account of the Market Abuse Regulation, which came into force in 2016 and replaced UK domestic law, this new edition contains extensive new material analysing insider dealing behaviour that amounts to market abuse. Coverage has been expanded to include important recent legislative developments and case law, and key primary materials are brought together for ease of reference. Written by a leading practitioner with unparalleled experience in both private practice and at the FSA, Insider Dealing: Law and Practice, second edition, offers a clearly structured and practical treatment of the area.

The third edition of this acclaimed book continues to provide a discussion of key theoretical and policy issues in corporate finance law. It has been fully updated to reflect developments in the law and the markets. One of the book's distinctive features is its equal coverage of both the equity and debt sides of corporate finance law, and it seeks, where possible, to compare and contrast the two. This book covers a broad range of topics regarding the debt and equity-raising choices of companies of all sizes, from SMEs to the largest publicly traded enterprises, and the mechanisms by which those providing capital are protected. Each chapter provides a critical analysis of the present law to enable the reader to understand the difficulties, risks and tensions in this area, and the attempts by the legislature, regulators and the courts, as well as the parties involved, to deal with them. The book will be of interest to practitioners, academics and students engaged in the practice and study of corporate finance law.