Securities Law and Practice Deskbook (Corporate and Securities Law Library)

“This is a book of answers. The information is presented in a concise, well-organized manner, and is written in ‘plain English.’ . . . [It] is a must-have.” – Arina Shulga, Business Law Post (blog)

In one concise volume, the sixth edition of Securities Law and Practice Deskbook features step-by-step checklists that spotlight what you should and should not do as an adviser in the securities arena. This practical treatise enables you to help corporate entities:

• Deal effectively with the Securities Act registration process—focusing on the procedures, disclosure requirements, and documents involved, including the drafting of prospectuses and the due diligence necessary to ensure accuracy
• Handle registration and reporting under the Exchange Act, including the revisions made by the Sarbanes-Oxley, Dodd-Frank and JOBS Acts
• Issue securities under the various exemptions from Securities Act registration—including discussions of the latest changes to Regulation A, Regulation D and the newly-adopted “crowdfunding” regulations
• Handle resales of restricted and control securities—including a comprehensive Rule 144 “decision tree”
• Minimize liability risks under the Exchange Act—by understanding what triggers violations of Regulation FD, Rule 10b-5, Section 16(b) and the existing and proposed “clawback” rules relative to incentive based compensation

Securities Law and Practice Deskbook also covers the recent legislative, regulatory and judicial changes that:

• Allowed streamlined and confidential registration procedures for “emerging growth companies”
• Revised Regulation D, including allowing general solicitation in certain offerings and revising the net worth standard for qualification as an accredited investor; and expanded “bad actor” disqualification and disclosures
• Increased the SEC’s ability to impose penalties in cease-and-desist proceedings
• Heightened the requirements for bringing securities class actions under Rule 10b-5
• Significantly revised proxy disclosures and requirements relative to executive compensation (e.g., “say-on-pay”; “pay for performance” and “pay ratio” disclosure)