内容

目次

1. Introduction to Securities Regulation 2. What Is a Security? 3. The Integrated Disclosure System 4. Integrated Disclosure for Small Business Issuers 5. The Public Offering Distribution Process 6. The Public Offering Registration Process 7. Public Offerings by Small Companies 8. The Distribution of Municipal Securities 9. Exempt Offerings 10. Resale of Restricted Securities, Rules 144 and 144A, Secondary Distributions, and Trading by Affliates 11. Listing on Trading Markets (SROs) and SRO Regulation 12. Registration and Reporting under the Exchange Act 13. EDGAR 14. Reporting and Short-Swing Profit Liability Under Section 16 15. Corporate Governance and the Federal Securities Laws 16. Regulation of Tender Offers and Going Private Transactions 17. Proxy Regulation 18. Shareholder Proposals 19. Regulation of Broker-Dealers 20. Investment Companies and Investment Advisers 21. Public Company Accounting Oversight Board, SEC, FASB, and Public Accountants 22. Transnational Aspects 23. Regulation of the Penny Stock Market 24. State Securities Registration 25. Introduction to Securities Litigation 26. Private Actions-Express Remedies 27. Private Actions-Implied Remedies (Primarily Rule 10b-5) 28. Safe Harbors for Forward-Looking Statements-The PSLRA, the SEC, and Bespeaks Caution 29. Pleading Securities Fraud and the PSLRA 30. PSLRA-Lead Plaintiff/Counsel; Discovery; Sanctions and Other Class Action Provisions 31. Private Actions-State Remedies and SLUSA 32. Statute of Limitations and Private Actions Under the Securities Acts 33. Insider Trading 34. Fraud on Shareholders 35. Broker-Dealer Litigation and Arbitration 36. SEC Enforcement 37. Venue, Jurisdiction, Damages, Joint Liability/Contribution and Other Litigation Odds and Ends 38. Hostile Takeovers-Defensive Strategies and Wilmington Filers 39. SEC and the Professional