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This treatise discusses an array of topics related to the Blue Sky Law or state regulation of securities transactions, including what is a security, conflicts of law issues, federal preemption, securities and transactional exemptions, civil and criminal liability, and administrative and civil enforcement. It gives you a thorough examination of the authorities that have interpreted law and procedures in the United States, Guam, Puerto Rico, and the U.S. Virgin Islands. This focused discussion is based on the Uniform Securities Act, as amended, which has been adopted in part or in whole in most U.S. jurisdictions.
Chapter 1. Introduction
I. History (s 1:1)
II. A General Overview of Securities Regulation (ss 1:2 to 1:14)
III. Historical and Theoretical Development of "Security" Definition
(ss 1:15 to 1:40)
IV. Differences Between Federal and State Acts (s 1:41)
V. Regulatory Philosophies (ss 1:42 to 1:66)
VI. Differences in Focus (s 1:67)
VII. General Organization of the Securities Acts (ss 1:68 to 1:75)
VIII. Conclusion (s 1:76)
Chapter 2. What Is a Security?
I. Overview (s 2:1)
II. Any Note (ss 2:2 to 2:19)
III. Evidence of Indebtedness (ss 2:20 to 2:31)
IV. Stock (ss 2:32 to 2:39)
V. Investment Contracts (ss 2:40 to 2:86)
VI. Certificates of Interest or Participation in Any Profit-Sharing Agreement
(s 2:87)
VII. Instruments Commonly Known as Securities (s 2:88)
VIII. Miscellaneous Securities (ss 2:89 to 2:91)
Chapter 3. A Practical Approach to Securities
I. Introduction (s 3:1)
II. Investment Contracts--Viatical Settlements (ss 3:2 to 3:16.20)
III. Investment Contracts--Lloyd's of London Memberships (ss 3:17 to 3:36)
IV. General Partnerships and Limited Liability Partnership Interests (s 3:37)
V. Joint Ventures Interests (s 3:38)
VI. Limited Partnership Interests (s 3:39)
VII. Limited Liability Company Interests (ss 3:40 to 3:49)
Chapter 4. Conflict of Laws Or, When Does a Transaction Take Place in This
State?
I. Overview (s 4:1)
II. Choice of Jurisdictional Basis for the Act (ss 4:2 to 4:6)
III. General Outline of Section 414 (s 4:7)
IV. Sellers (ss 4:8 to 4:40)
V. Sellers II: Offers to Buy Made in State (ss 4:41 to 4:43)
VI. Choice of Laws Clauses (ss 4:44 to 4:57)
Chapter 5. Federal Pre-Emption
I. Introduction (s 5:1)
II. Extent of Pre-Emption (ss 5:2 to 5:13)
III. What Is Not Pre-Empted in Connection with "Covered Securities" (ss
5:14 to 5:17)
IV. "Covered Securities" (ss 5:18 to 5:26)
Chapter 6. Securities Exemptions
I. Introduction (ss 6:1, 6:2)
II. Extent of Exemptions (ss 6:3 to 6:6)
III. Burden of Proof (s 6:7)
IV. Government Securities Exemption (ss 6:8 to 6:12)
V. Foreign Government Exemption (s 6:13)
VI. Overview of Financial Institution Exemptions (s 6:14)
VII. Bank Exemption (ss 6:15 to 6:20)
VIII. Savings and Loan and Building and Loan Exemption (ss 6:21 to 6:24)
IX. Credit Union Exemption (ss 6:25 to 6:28)
X. Nonprofit Charitable Securities Exemption (ss 6:29 to 6:45)
XI. Commercial Paper Exemption (ss 6:46 to 6:53)
Chapter 7. Transactional Exemptions
I. In General (s 7:1)
II. Manual Exemption (ss 7:2 to 7:9)
III. Unsolicited Offer Exemption (ss 7:10 to 7:12)
IV. Institutional Investor Exemption (ss 7:13 to 7:19)
V. Small Offering Exemption (ss 7:20 to 7:31)
VI. Federal-State Coordinated Limited Offering Exemption (ss 7:32 to 7:107)
Chapter 8. Broker-Dealers and Investment Advisers
I. Overview (ss 8:1 to 8:18)
II. Agents (ss 8:19 to 8:56)
III. Broker-Dealers (ss 8:57 to 8:70)
IV. Investment Adviser (ss 8:71 to 8:82)
Chapter 9. Civil Liability
I. Introduction (ss 9:1 to 9:34)
II. Offer or Sale by Defendant (ss 9:35 to 9:37)
III. Security (s 9:38)
IV. In This State (s 9:39)
V. "Purchaser" (s 9:40)
VI. Statutory Violation (ss 9:41 to 9:50)
VII. Seller (ss 9:51 to 9:69)
VIII. Statutory Secondary Civil Liability (ss 9:70 to 9:101)
IX. Common Law Liability (ss 9:102 to 9:125)
X. Common Law Defenses (ss 9:126 to 9:151)
Chapter 10. Criminal Liability
I. Introduction (s 10:1)
II. Nonregistration of Securities
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