All you need to know about going public, listing, reporting and private placements. A step-by-step guide to issuing in the U.S. for domestic and foreign issuers, U.S. Securities Regulation is a practical handbook written by an author with 25 years' experience in the field. Including each of the listing, registration, accounting and reporting requirements, a full description of Regulation S, fraud and protection measures, and enforcement and liabilities for breach, this book is essential for every company officer and their advisors. Includes practical hints for going public and a Sarbanes-Oxley compliance checklist for issuers.
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All you need to know about going public, listing, reporting and private placements!
Guy P Lander provides you with a step-by-step guide to issuing in the US for domestic and foreign issuers, US Securities Regulation.
US Securities Regulations: All You Need to Know About Going Public, Listing, Reporting and Private Placements is a practical handbook written by an author with 25 years' experience in the field. Including each of the listing, registration, accounting and reporting requirements, a full description of Regulation S, fraud and protection measures, and enforcement and liabilities for breach, this book is essential for every company officer and their advisors. Includes practical hints for going public and a Sarbanes-Oxley compliance checklist for issuers.
Chapters include:
• The registration process for going public • Forms of registration statements • US trading markets and listing • Private placements • Resale of securities • Regulation S • Exchange Act registration and reporting • Tender offers • Fraud in the purchase or sale of securities: Rule 10b-5 • Liability and enforcement • Appendix A Going public: a practical guide • Appendix B NYSE listing standards • Appendix C Nasdaq listing standards • Appendix D The new federal corporate governance standards: Sarbanes-Oxley, NYSE and Nasdaq listing standards • Appendix E Sarbanes-Oxley compliance checklist for foreign private and Canadian issuers
Tab of Contents
US Securities Regulation: All you need to know about going public, listing, reporting and private placements
Contents
About the author Preface
Chapter 1: Introduction to U.S. securities regulation Federal securities statutes State securities laws The U.S. Securities and Exchange Commission
Chapter 2: What is a security? Introduction Investment contracts and unorthodox securities Other instruments
Chapter 3: The registration process for going public Introduction Registration of securities SEC review of the registration statement Due diligence - making sure the registration statement is accurate and complete on the effective date Publicity Prospectus delivery The underwriting process Closing NASD review Blue sky laws Merit statutes Listing exemption
Chapter 4: Forms of registration statements Forms of registration statements for U.S. issuers Forms of registration statements for foreign private issuers Forms of registration statements for MJDS offerings of Canadian companies
Chapter 5: U.S. trading markets and listing Introduction NYSE and AMEX exchanges Over-the-counter market – Nasdaq Listing
Chapter 6: Private placements Introduction Section 4(2): the private placement Regulation D (Rules 501-508) Liability in private placements Regulation FD State ‘blue sky’ laws
Chapter 7: Resale of securities Introduction Statutory framework Rule 144 Section 4(12) – private resales Rule 144A – resales to institutional buyers Regulation S Rule 144A’s interaction with Regulation S Resales after business combinations Resales after bankruptcy Registration under the Securities Act
Chapter 8: Regulation S Introduction General statement General conditions of both safe harbors Definitions Rule 903: the issuer and affiliate safe harbor Rule 904: the resale of safe harbor Rule 905: status
Chapter 9: Exchange Act registration and reporting Introduction Registration under the Exchange Act Registration and reporting under the Exchange Act The U.S. Foreign Corrupt Practices Act General disclosure obligations Officer, director and shareholder reports Ownership reports Chapter 10: Accounting Introduction Financial reporting Basic financial statement requirements MD&A disclosure Non-GAAP financial measures Disclosure of management’s assessment of internal controls Selection of independent accountants Auditor registration with the Public Company Accounting Oversight Board
Chapter 11: Tender offers Introduction What is a tender offer? Tender offers rules for registered equity securities: Section 14(d) Tender offer rules for all securities: Section 14(e) Cross-border tender offer for a foreign target – Tier I and Tier II The MJDS and tender offers ‘Stop at the border’ offerings Complying with U.S. domestic tender offer rules
Chapter 12: Fraud in the purchase or sale of securities: Rule 10b-5 Introduction Elements of a 10b-5 action Damages and penalties Statute of Limitations Controlling person liability Insider-trading
Chapter 13: Liability and enforcement Introduction Securities Act violations and public offerings Other liability provisions Private placements Exchange Act violations Controlling persons: directors and officers Enforcement SEC
Appendix A Going public: a practical guide Introduction Deciding whether to go public: advantages and disadvantages of going public Evaluating a company’s ability to go public Selecting the right underwriter Structuring the offering Preparing for the offering The registration process Costs of going public Listing considerations Obligations once the company is public Conclusion IPO timetable
Appendix B NYSE listing standards U.S. standards Non-U.S. standards
Appendix C Nasdaq listing standards Nasdaq national market Nasdaq SmallCap Market
Appendix D The new federal corporate governance standards: Sarbanes-Oxley, NYSE and Nasdaq listing standards Introduction The board of directors Director independence criteria The audit committee Other board committees Codes of ethics: governance guidelines Other SOX standards applicable to directors or officers Shareholder approval requirements Education and training of directors Certification
Appendix E Sarbanes-Oxley compliance checklist for foreign private and Canadian issuers
Author Bio
US Securities Regulation: All you need to know about going public, listing, reporting and private placements
About the author
Guy P. Lander is a partner at DaviesWard Phillips & Vineberg LLP in New York City, where he specializes in corporate and securities law for international and domestic companies and financial institutions. Over the years, his practice has emphasized a wide range of financial transactions, including U.S. and international public and private offerings, Rule 144A placements, Regulation S offerings, MJDS offerings, listing foreign companies on U.S. exchanges, venture capital financings, tender and exchange offers, mergers, and acquisitions.
Mr. Lander’s practice includes providing corporate governance and Sarbanes–Oxley advice to corporate clients. He also devotes a significant part of his time to regulatory matters for financial services firms. Mr. Lander advises securities brokerage firms, investment advisers and hedge funds on their structuring, documentation, compliance, business activities and significant transactions.
Mr. Lander is the author of the highly regarded treatise U.S. Securities Law for International Financial Transactions and Capital Markets, Two Vols., West Group. He is also the author of What is Sarbanes-Oxley, McGraw Hill, Resales of Restricted Securities Under SEC Rules 144 and 144A, BNA Corporate Practice Series and numerous articles for legal and securities industry journals.
Mr. Lander is the former Chairman of the Committee on Securities Regulation of the New York State Bar Association (NYSBA) and the former Chairman of the NYSBA’s Section on Business Law. He also participates in continuing legal education programs and is a frequent chair and speaker at programs sponsored by the NYSBA, including those on public offerings, private placements and corporate governance.
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