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This is the nation's first and oldest casebook on securities
regulation. This edition has been streamlined for easier use, but
it continues to provide instructors and students with the full
range of tools for the in-depth study of securities regulation. It
has been revised and updated to take into account the following:
Initial coin offerings and sales of other crypto-assets Changes in
the primary and secondary capital markets, including high frequency
trading Certain amendments to the public disclosure requirements
Amendments to the limited offering exemptions The ongoing debate
around elements of Rule 10b-5 Regulation Best Interest Recent
Supreme Court cases, including their implications for certain civil
litigation and the SEC's continued reliance on administrative
proceedings
This volume serves as a federal securities laws supplement,
providing selected statutes, rules, and forms. It is the most
complete supplement available and is regularly updated and revised.
Contents include the Securities Act of 1933, Securities Exchange
Act of 1934, Investment Company Act of 1940, Investment Advisers
Act of 1940, SEC Rules of Practice, and related federal laws. It
contains many changes from the prior year's version, including:
Amendments to Regulation A; Amendments to Regulation C; Amendments
to Regulation S-K; Amendments to Regulation S-T; Amendments to
Regulation 14A; Amendments to Regulation M; Amendments to
Regulation NMS; New Securities Act Rule 139b and new Investment
Company Act Rule 24b-4 regarding publication or distribution of
covered investment fund research reports; New Exchange Act Rule
15l-1 regarding broker-dealer obligations when making
recommendations to customers; New Exchange Act Subpart 18a
regarding capital, margin and segregation requirements for
security-based swap dealers and participants; New Investment
Company Act Rule 30e-3 allowing online reports to shareholders by
registered investment companies; New Rules of Practice Rule 194
regarding security-based swap dealers/participants; Amendments to
various forms. This edition has a cutoff date of September 10,
2019.
In the wake of a series of corporate governance disasters in the US
and Europe which have gained almost mythic status - Enron,
WorldCom, Tyco, Adelphia, HealthSouth, Parmalat - one question has
not yet been addressed. A number of 'gatekeeping' professions -
auditors, attorneys, securities analysts, credit-rating agencies -
exist to guard against these governance failures. Yet clearly these
watchdogs did not bark while corporations were looted and
destroyed. But why not? To answer these questions, a more detailed
investigation is necessary that moves beyond journalism and easy
scapegoating, and examines the evolution, responsibilities, and
standards of these professions. John C. Coffee Jr, world-renowned
Professor of Corporate Law, examines how these gatekeeping
professions developed, to what degree they failed, and what reforms
are feasible. Above all, this book examines the institutional
changes and pressures that caused gatekeepers to underperform or
neglect their responsibilities, and focuses on those feasible
changes that can restore gatekeepers as the loyal agents of
investors. This informed and readable view of the players on the
contemporary business stage will be essential reading for
investors, professionals, executives and business academics
concerned with issues of good governance.
This authoritative text explains the basic economic elements and
legal principles of business organization and finance.
This volume serves as a federal securities laws supplement,
providing selected statutes, rules, and forms. It is the most
complete supplement available and is regularly updated and revised.
Contents include the Securities Act of 1933, Securities Exchange
Act of 1934, Investment Company Act of 1940, Investment Advisers
Act of 1940, SEC Rules of Practice, and related federal laws. It
contains many changes from the prior year's version, including:
Amendments to Regulations S–K; Amendments to Regulation S–T;
Amendments to Regulation 13 D–G; Amendments to Regulation 14A;
Amendments to Regulation 14C; Amendments to Regulation 14D; New
Securities Act Rule 408 under Regulation S–T regarding filing fee
exhibit interactive data; New Exchange Act Rule 14a–19 regarding
solicitation of proxies in support of director nominees other than
the registrant's nominees; Amendments to Rules and Regulations
under the Investment Company Act; Amendments to Rules and
Regulations under the Investment Advisers Act; Amendments to
various forms. This edition has a cutoff date of September 19,
2022.
This is the first and oldest casebook on securities regulation and
provides the tools for the in-depth study of the law of securities
regulation. This edition has been revised to take into account the
following: Developments since the JOBS act was passed in 2012,
including in particular (1) general solicitations under Rule 506;
(2) the "on ramp" for "emerging growth companies"; (3) the new
heightened standard for when a company must become a "reporting
company" under §12(g) of the 1934 Act (and the SEC's very recent
proposed rules implementing this standard); (4) "crowdfunding"; and
(5) the proposed rules for "Regulation A+" small issues. The role
of cost/benefit analysis in the formulation of SEC rules. Coverage
of Regulation SCI Increased attention to hedge fund activism as it
relates to mergers and acquisitions. Recent Supreme Court cases
The Wolf at the Door: The Impact of Hedge Fund Activism on
Corporate Governance has three basic aims: (1) to understand and
explain the factors that have caused the recent explosion in hedge
fund activism; (2) to examine the impact of this activism,
including whether it is shortening investment horizons and
discouraging investment in research and development; and (3) to
survey and evaluate possible legal interventions with an emphasis
on the least restrictive alternative. Although there have been
other lengthy surveys, the landscape of activism is rapidly
changing and this brings into doubt the relevance of empirical
papers that study hedge fund activism in earlier decades. The
authors suspect that the recent success of such activism may be
fueling a current "hedge fund bubble" under which an increasing
number of activist funds are pursuing a decreasing, or at least
static, number of companies that have overinvested. This monograph
is particularly focused on those markets and the legal forces that
may be driving this bubble. After an introduction, Section 2 begins
with an analysis of those factors that have spurred greater
activism on the part of hedge funds. Section 3 considers evidence
suggesting that as the composition of a firm's shareholder
population shift towards more "transient" holders, its investment
horizon shortens. Section 4 surveys recent studies to reach
assessments about who the targets of hedge fund activism are; the
stock price returns from hedge fund activism and the distribution
of those returns; the degree to which wealth transfers explain the
positive stock price returns to activism; the post-intervention
evidence about changes in operating performance of hedge fund
targets; and the holding periods and exit strategies of hedge fund
activists. Section 5 evaluates some policy options looking for the
least drastic means of accomplishing policy goals. Finally, Section
6 offers a brief conclusion that surveys how the changing structure
of shareholder ownership and the recent appearance of temporary
shareholder majorities complicate corporate governance, both
empirically and normatively.
In the wake of a series of corporate governance disasters in the US
and Europe which have gained almost mythic status - Enron,
WorldCom, Tyco, Adelphia, HealthSouth, Parmalat - one question has
not yet been addressed. A number of 'gatekeeping' professions -
auditors, attorneys, securities analysts, credit-rating agencies -
exist to guard against these governance failures. Yet clearly these
watchdogs did not bark while corporations were looted and
destroyed. But why not? To answer these questions, a more detailed
investigation is necessary that moves beyond journalism and easy
scapegoating, and examines the evolution, responsibilities, and
standards of these professions. John Coffee, world-renowned
Professor of Corporate Law, examines how these gatekeeping
professions developed, to what degree they failed, and what reforms
are feasible. Above all, this book examines the institutional
changes and pressures that caused gatekeepers to underperform or
neglect their responsibilities, and focuses on those feasible
changes that can restore gatekeepers as the loyal agents of
investors. This informed and readable view of the players on the
contemporary business stage will be essential reading for
investors, professionals, executives and business academics
concerned with issues of good governance.
The EU and the US responded to the global financial crisis by
changing the rules for the functioning of financial services and
markets and by establishing new oversight bodies. With the US
Dodd-Frank Act and numerous EU regulations and directives now in
place, this book provides a timely and thoughtful explanation of
the key elements of the new regimes in both regions, of the
political processes which shaped their content and of their
practical impact. Insights from areas such as economics, political
science and financial history elucidate the significance of the
reforms. Australia's resilience during the financial crisis, which
contrasted sharply with the severe problems that were experienced
in the EU and the US, is also examined. The comparison between the
performances of these major economies in a period of such extreme
stress tells us much about the complex regulatory and economic
ecosystems of which financial markets are a part.
The EU and the US responded to the global financial crisis by
changing the rules for the functioning of financial services and
markets and by establishing new oversight bodies. With the US Dodd
Frank Act and numerous EU regulations and directives now in place,
this book provides a timely and thoughtful explanation of the key
elements of the new regimes in both regions, of the political
processes which shaped their content and of their practical impact.
Insights from areas such as economics, political science and
financial history elucidate the significance of the reforms.
Australia's resilience during the financial crisis, which
contrasted sharply with the severe problems that were experienced
in the EU and the US, is also examined. The comparison between the
performances of these major economies in a period of such extreme
stress tells us much about the complex regulatory and economic
ecosystems of which financial markets are a part."
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