"This Hornbook is a one volume version and a substantial abridgment of my seven volume Treatise on Securities Regulation (Practitioner's Edition). The Hornbook is designed for students but can also serve as a desk book for lawyers desiring an overview of the law. The Sixth Edition was revised in 2008 to reflect some important recent developments including the 1933 Act offering reform rules."--p. v.
The basic coverage of the securities laws -- Registration requirements of the Securities Act of 1933 -- The 1933 Act registration process and disclosure -- Exemptions from 1933 Act registration -- The theory of sale: corporate recapitalizations, reorganizations and mergers under the 1933 Act -- IPO practices: manipulation, stabilization and hot issues -- Remedies for violation of the Securities Act of 1933 (and other consequences of deficient registration statements) -- State securities laws ("blue sky" laws) -- Securities Exchange Act of 1934: registration and reporting requirements for publicly traded companies -- Shareholder suffrage: proxy regulation -- Tender offer and takeover regulation -- Manipulation and fraud: civil liability; implied private remedies; SEC Rule 10b-5; fraud in connection with the purchase or sale of securities; improper trading on nonpublic material information -- Insider reporting and short-swing trading: Securities Exchange Act section 16 -- Market regulation and broker-dealer regulation -- Arbitration of broker-dealer disputes -- Operation of the Securities and Exchange Commission -- Jurisdictional aspects -- Debt securities and protection of bondholders: The Trust Indenture Act of 1939 -- Federal regulation of investment companies: The Investment Company Act of 1940 -- Investment Advisers Act of 1940 -- Special problems and overview of related laws
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