U.S. Securities Law for International Financial Transactions and Capital Markets, 2d answers your questions about U.S. securities law and its international aspects. It discusses how U.S. law relates to cross-border financial transactions and capital markets. Written by a preeminent New York attorney with over 35 years of experience in international securities transactions, the treatise provides securities attorneys with a thorough discussion of the fundamentals of U.S. securities law, along with a comprehensive treatment of its international aspects.
The latest securities law developments under the Dodd-Frank Act are discussed and analyzed, as well as Sarbanes-Oxley compliance matters, and the JOBS Act. Other topics discussed include: public offerings, listing securities on U.S. stock exchanges, private placements and other offerings exempt from registration under the Securities Act, registration and ongoing disclosure requirements under the Exchange Act, corporate governance, financial statements and other accounting issues, American Depositary Receipts (ADRs), global offerings, tender offers and other business combinations, the Canadian-U.S. Multijurisdictional Disclosure System (MJDS), broker-dealer regulation, investment adviser regulation, and “blue sky” law (state regulation). The text also covers:
- Public offerings of equity securities by a foreign issuer in U.S. markets, including the Securities Offering Reforms and accommodations for IPOs by Emerging Growth Companies (EGCs) (i.e., non-U.S. or U.S. companies with annual gross revenues of less than $1 billion during their most recently completed fiscal year)
- Debt offerings in the United States by foreign issuers
- Less burdensome procedure for U.S. public offerings of up to $50 million every 12 months
- Private placements in the United States under caselaw, Regulation D, and Rule 144A, including the latest changes to Regulation D's safe harbor for accredited investors (Rule 506) and Rule 144A (i.e., amendments to Rule 506(c) and Rule 144A allow for general solicitations for private placements and amendments to Rule 506(d) disqualify “bad actors” from participating in securities offerings under Rule 506)
- Exemption from Securities Act registration to permit “crowdfunding” (i.e., raising small amounts of capital from large numbers of investors, for private companies, typically through the Internet)