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securities law outline

Outline Securities Regulation Outline. Law Outlines > Securities Regulation Outlines. This is an extract of our Outline Securities Regulation document, which we sell as part of our Securities Regulation Outlines collection written by the top tier of Georgetown University Law Center students. Blue Sky Qualifications and NASD Clearance – securities of a company going public must be qualified under the “blue sky” laws of each state in which they are intended to be offered, unless there is an exemption from qualification available under state law. Blue Sky Laws: State law, authorization based on merit of underlying securities offering, disclosure of material information to investors not the goal. licensing statutes, do not generally provide remedies for defrauded investors. no private right of action, some states have short period of rescission. TX, CA, OH have stringent blue sky standards.


Outline Securities Regulation | Oxbridge Notes United States


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Securities Regulation I. The Framework of Securities Regulation A, securities law outline. Securities Transactions i. Issuer Transactions: Transactions involving the sales of securities by securities law outline issuer to investors a Private Placement of Securities? This is where the issuer sells securities to a select number of investors? This securities law outline the most expedient form of issuer transactions?????

Special exemptions exist under the securities laws to enable private placements to escape the rigors of regulation b A Public Offering? This is a "Primary Distribution"?

The selling effort usually occurs through a syndicate of broker-dealers, known as underwriters????? An offering on behalf of an issuer going public for the first time is called an Initial Public Offering ii. Trading Transactions: The purchasing and selling of outstanding securities among investors. Securities Markets: The facilities through which the outstanding securities are publicly traded a The Securities Markets can roughly be divided into:?

Regulation of government securities focuses on those who sell the government securities B. The Securities Act's disclosure demands apply to public offerings of securities that occur through the process of "registering" such an offering with the SEC.

Through the preparation of registration statements, the Securities Act seeks to ensure full and fair disclosure in connection with the public distribution of securities, securities law outline.

The required disclosures are set forth in the SEC regulations and covers all significant aspects of the issuer's business. In General, the registration statement requires:? A thorough description of the issuers business, property, and management? Extensive financial information, including certified financial statements for the current and several previous years as well as revenues and earnings for each significant product line?

A detailed description of the rights, privileges, and preferences of the offered security, as well as the existing capital structure of the firm? Most of the registration statement's substantive information is also required to be disclosed in the prospectus.

The objective of the registration process is the production of a prospectus that includes most of the information securities law outline in the Registration Statement. The prospectus is designed to provide all material information necessary for investors to fully assess the merits of their purchase of the security. Three categories of companies are subject to continuous disclosure requirements.

SS 12 b. SS 12 g and Rule 12g SS 15 d. Reporting Companies are required to register with the SEC and thereafter make timely filings of reports required by SS 13 of the '34 Act? Unlike with respect to the '33 Act disclosures, securities law outline, there is no requirement here that disclosures be forwarded to investors or market professionals? All registrants are required to file their '33 Act registration statements and their periodic reports in electronic format?????

Form K Annual Report? Form Q Quarterly Report? Unaudited interim financial statements for the company as well as Management's analysis of financial operations and conditions? Form 8-K? Must be filed within a few days of the occurrence of a material development of the type specified in the form?

Change in control? Credit downgrade? Acquisition or disposition of a significant amount of assets? Commencement of insolvency proceedings? Change in auditors????? Resignation of a director in a dispute over policy Integrated Disclosure? Certain companies registering securities under the '33 Act can fulfill many of the '33 Act's disclosure demands by incorporating into the '33 Act registration statement information from their '34 Act filings.

Under integrated disclosure, issuers are required to file a registration statement with the SEC in advance of their offering and for most issuers there is a period of delay before issuers can sell the registered securities. The '34 Act also requires companies that are subject to the continuous disclosure requirements under SS 12 b or SS 12 g [ 1 of 2 above] to make full and fair disclosure of whenever soliciting their stockholders' proxies and to otherwise comply with the numerous proxy rules the commission has promulgated under SS 14 a, securities law outline.

The Sarbanes-Oxley Securities law outline of SOX a The Act sets forth broad prescriptions for corporate governance, authorizes the SEC to develop rules for professional conduct for lawyers, and regulates areas that have always been the province of the states, securities law outline as loans to officers and directors. Regulates investment companies e, securities law outline.

Regulates Investment Advisors? An "Investment Advisor" is one engaged in the securities law outline of rendering investment advice to others for compensation. Five Commissioners appointed by the President for five-year terms?

One Commissioner is designated by the President to be the Chairman? Four Principle Divisions:? Proposing Release? Proposes a new rule? Adopting Release? Issuing final rule and discusses changes made from proposed rule? A company says to the SEC, we propose to do X, and we believe it to be in 4.

If the SEC staff agrees that it would be in compliance with the law, the staff will issue a "no-action letter" stating that the staff "will recommend to no action to the Commission. SS d. ALSO no-action letters are not binding on private parties who can challenge the transaction.

Telephone request for guidance from SEC? Written up in Interpretation manual? Positions taken in such briefs are typically approved by the Commission before the position is taken. Followed closely by the Securities Bar II. Securities Markets A, securities law outline. Markets and Investors i. The Structure of the Trading Markets a Securities not listed on an exchange are a part of securities law outline over-the-counter market b Exchanges? Can be either National or Regional? Regional: There are six regional exchanges?????

Securities not listed on an exchange are referred to as over-the-counter securities? The core of the over-the-counter market is the "market-maker"? A broker who does not own the security the investor requests can purchase the security from a market-maker? The market-maker is an individual who maintains an inventory in the traded security? Price quotes are available????? Market Order: Where the customer instructs his broker to purchase or sell a 5, securities law outline.

Limit Order: Where the customer instructs his broker to purchase the security at a particular price. The broker will first try to match the order with that of another customer in the firm? If not, the order will be routed to a Floor Broker who represents buyers and sellers in the crowd, securities law outline.

If the Floor Broker cannot fulfill the order, he will invoke the services of a Specialist, who can trade for his own account? The Specialist intervenes in order to smooth imbalances between the supply and demand for a particular security. The NYSE rules require specialists to address short-term imbalances between buy and sell orders by using their own capital or inventory to fill gaps that might arise. An alternative function of the Specialist is to maintain a limit order book in which unfulfilled orders are recorded and later filled by the specialist as market conditions permit.

Specialists make their securities law outline because of the spread between the buy price and the selling price????? BUT Today, much of the matching of buyers and sellers is done by computers e Block Trading: Trades of 10, or more shares customarily occurring directly between institutional investors without the use of brokers f Bond Markets?

Bond markets are almost totally dealer markets. Bond dealers are linked by computers, and most of the liquidity of the bond markets is provided by a few of the trading desks of large investment banking firms. Bond markets are almost exclusively an institutional investor medium. Globalization a There is a major trend towards the globalization of securities markets iii, securities law outline.

Derivative Markets a Derivative: A financial instrument whose value depends on the price of some securities law outline instrument b Types of Derivatives:?????

Stock Options: Rights to buy or sell securities from or to another at some predetermined price and date????? Call Options: The right to buy?????

Put Options: The right to sell? Futures: Contracts that call for future delivery of some commodity at a fixed price and date? BUT Financial Futures 6. Created to protect against and bet on market price movement of currency and "baskets" of securities?

 

 

securities law outline

 

Blue Sky Qualifications and NASD Clearance – securities of a company going public must be qualified under the “blue sky” laws of each state in which they are intended to be offered, unless there is an exemption from qualification available under state law. Blue Sky Laws: State law, authorization based on merit of underlying securities offering, disclosure of material information to investors not the goal. licensing statutes, do not generally provide remedies for defrauded investors. no private right of action, some states have short period of rescission. TX, CA, OH have stringent blue sky standards. Study guides outline the basics of securities law concisely. Study guides in the law library’s collection that have been updated since the enactment of the Dodd-Frank Act include Larry D. Soderquist & Theresa A. Gabaldon, Securities Law, 5th ed. (Reserves KFS64 ) and.