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All Fundamentals of Securities Law

Download MS Word Document Overview of Tender Offers
1/24/2008
Various types of transactions may implicate the tender offer rules, including acquisition transactions, debt or equity repurchases and certain debt restructurings. As such, practitioners should have a general familiarity as to what may constitute a tender...(0 comments)

Understanding IPOs
6/19/2008
An "initial public offering" (IPO) is typically used when a business decides to "go public" to raise capital by offering ownership interests in the company to the public at large. The federal securities laws require the company to file...(0 comments)

Download MS Word Document Preparing the New MD&A
5/28/2008
Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") is a dynamic disclosure vehicle that adapts to meet changing regulatory concepts and internal and external developments affecting a company. This...(0 comments)

Download MS Word Document Preparation of the Registration Statement
1/24/2008
The Securities Act of 1933, as amended (the "Securities Act"), prohibits anyone from publicly selling or offering to sell any security unless that security is the subject of a registration statement that has been declared effective by the Securities...(0 comments)

Download MS Word Document Continuous Reporting Requirements under the Exchange Act of 1934
1/24/2008
The following companies are subject to the continuous reporting requirements of the Exchange Act. A. Any company with securities registered under the Exchange Act (referred to as Section 12 companies) and B. Any issuer who has...(0 comments)

Download MS Word Document Overview of Federal Securities Laws
1/24/2008
Securities transactions are subject to regulation under both federal and state law. Since the federal securities laws are based on Congress' power to regulate interstate commerce, they generally apply only to transactions involving "the use of any means...(0 comments)

Download MS Word Document A (Very Brief) Encyclopedia of Securities Fraud
5/6/2008
During the cacophony of a Friday evening happy hour at a crowded bar in downtown Washington, D.C. not too long ago, I could not help but overhear a loud conversation between a man and woman standing next to me. Being in the nation's capital, it was easy to...(0 comments)

Managing SEC 10-K Inquiries
1/24/2008
Situation: As a result of Sarbanes-Oxley, the Securities and Exchange Commission (SEC) is required to review systematically the filings for all public companies, including the 10-K, and began doing so in 2004. During a review process, the SEC may issue comment...(1 comments)

Recent Enforcement Actions Reinforce the Need for a Dynamic Compliance Program and Reflect a Growing Impatience With Inadequate Supervisory Programs
1/24/2008
Two recent enforcement actions, one by the Securities and Exchange Commission ("Commission") against Consulting Services Group, LLC (“CSG”), an investment adviser, and one by the Financial Industry Regulatory Authority (“FINRA”)...(0 comments)

10b5-1 Plan Abuse: Practical Steps to Detect and Prevent
1/24/2008
Reminiscent of the 1980s, the heydey of Wall Street protagonist Gordon Gekko, along with real-life Wall Street insiders (and eventual felons) Ivan Boesky and Michael Milkin, who mesmerized the securities industry, today's equity markets are soaring and...(0 comments)

Revisiting Absolute Immunity Protection for SRO Advertising & Marketing Activities
1/24/2008
In Weissman v. Nat’l Ass’n of Sec. Dealers, Inc. the U.S. Court of Appeals for the Eleventh Circuit held that NASD and NASDAQ were not entitled to absolute immunity from civil damages claims challenging certain alleged for-profit, commercial activities....(0 comments)

Could you repeat that, please?
1/24/2008
Just starting out in the Securities field? A basic knowledge of the terms of art is key to impressing your client or managing partner with your ability to handle Securities matters competently. Read on for a quick primer! ...(0 comments)

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3/17/2008
Questionable Decisions
I am working with a senior associate on a high-profile matter, and I question his strategy. He is on good terms with the partner responsible for the matter. I've tried to speak to the senior associate...
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