U.S. Securities Law for International Financial Transactions and Capital Markets, 2d provides comprehensive guidance on the U.S. securities laws and their international aspects. It discusses how U.S. law securities laws relate to cross-border corporate finance transactions, mergers and acquisitions, capital markets, and financial services regulation — broker-dealer and investment adviser regulation. Written by a preeminent New York attorney with over 45 years of experience in international securities transactions and capital markets, the treatise provides securities attorneys with a comprehensive discussion of the fundamentals of U.S. securities law and its international aspects.
This treatise covers in-depth public offerings and listings on U.S. exchanges, private placements, and other offerings exempt from registration under the Securities Act. It also addresses public company registration and reporting, corporate governance, financial statements, and other accounting issues; American Depositary Receipts (ADRs); global offerings, including Regulation S, shareholder reporting, tender offers, and other business combinations; the Canadian-U.S. Multijurisdictional Disclosure System (MJDS); financial services regulation, including broker-dealer and investment adviser regulation; and state securities “blue sky” law.
The text covers:
- Public offerings of equity securities by a foreign issuer into U.S. markets, including rights offerings, dividends, spinoffs, employee stock offerings, and use of electronic media
- U.S. listing requirements and corporate governance, including NYSE and NASDAQ listing and corporate governance requirements
- Debt offerings in the United States by foreign issuers, foreign governments, commercial paper, and the Trust Indenture Act
- Private placements and resales of private placement securities in the United States under case law, Regulation D, and Rule 144A and their interaction with Regulation S
- Registration and public company reporting under the Securities Exchange Act and related obligations, including internal controls and disclosure controls, non-GAAP financial measures, director and executive officers, attorneys and other gatekeepers, SEC enforcement, civil litigation, and criminal penalties
- Financial statements and other accounting issues, including accounting and auditing standards, PCAOB auditing standards, audits of internal control over financial reporting, U.S. GAAS audit requirements, SOX and related SEC rules for auditors and conflicts of interest, auditor independence, financial statement staleness and other rules, management discussion, and analysis
- American Depositary Receipts
- Regulation S: securities offerings outside the U.S.
- Global offerings, including underwriting arrangements publicity, FINRA rules, anti-market manipulation rules, and Regulation M stabilization rules
- Shareholder reporting and beneficial ownership reporting rules, reporting by institutional investment managers and large traders, including Schedules 13D and 13G, insider reporting under Section 16, and short-swing profit recovery
- Tender offers, exchange offers, mergers and other forms of business combinations, cross-border tender offers and business combinations, federal margin regulations, other federal filing requirements, and issuer self-tender purchases of its own equity securities
- The Multijurisdictional Disclosure System with Canada
- Broker-dealer registration and regulation
- Investment adviser registration and regulation
- State “blue sky” securities regulation
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