U S Securities Law For International Financial Transactions And Capital Markets

Capital raising, mergers and acquisitions and securities trading around the world often involve some connection with the United States and implicate the US securities laws. United States Securities Law: A Practical Guide ,offers a concise overview of US securities laws from the perspective of a non-US participant. It is written not only for lawyers but for managers, bankers and others with an interest in the topic. This new edition has been significantly updated and expanded, including for the SEC's recent offering reforms and corporate governance developments. Praise for the Second Edition: This book has been a valuable resource in effectively counselling my company in the intricacies of SEC regulation. Jim, with his many years of counselling foreign issuers out of his firms London office, writes with a perspective that is particularly relevant to the needs of foreign companies listed on US exchanges. George Miller, Executive Vice President and General Counsel, Novartis Corporation. A well written and useful primer for those looking for quick, practical answers to real life questions or who wish to understand better the background and rationale to US securities law and regulation. Leland Goss, Managing Director, Credit Suisse. This book really is a practical guide to the US securities laws. It does a great job of explaining the rules and regulations in a way that can be understood by readers that are not themselves US securities lawyers. Peter Castellon, Director andamp; Counsel, Citigroup Corporate andamp; Investment Banking.

With this valuable text securities lawyers from the world's major trading nations offer valuable insights into the workings and legal underpinnings of global securities markets. They examine listing requirements for various stock exchanges and markets, the globalization of mutual funds, the impact of offshore funds, Internet and public offerings, planning and distribution of private securities, requirements for public offerings, disclosure and compliance requirements across international markets, and a great deal more. Published under the Transnational Publishers imprint.

Dramatic changes in U.S. law have increased the need to understand the complex regulation of todayand’s global capital and derivatives markets. U.S. Regulation of the International Securities and Derivatives Markets is the first truly comprehensive guide in this dynamic regulatory arena. This completely updated Eleventh Edition was authored by a team of attorneys at Cleary Gottlieb Steen and& Hamilton LLP, one of the foremost law firms in international finance. U.S. Regulation of the International Securities and Derivatives Markets provides thoroughly up-to-date coverage of the SEC Securities Offering Reform rules, the impact of the Dodd-Frank Act and the Sarbanes-Oxley Act on public companies in the United States, and much more. Advising clients on cross-border securities transactions means dealing with a tangle of complex rules and requirements. This comprehensive reference explains in detail virtually everything your clients might want to know, including: The U.S. securities and commodities laws pertaining to foreign participants and financial products entering U.S. capital markets, and U.S. securities in international markets, including a comprehensive discussion of the requirements imposed by the Sarbanes-Oxley Act and the regulatory framework established by the Dodd-Frank Act. The rules and regulations affecting each participant, including foreign banks, broker-dealers, investment companies and advisers, futures commission merchants, commodity pool operators, commodity trading advisors, and others The rules and requirements behind different cross-border transactions, including private placements and Rule 144A, ADR programs, the U.S./Canadian MJDS, global offerings, and more The principal European Union measures governing securities offerings and ongoing reporting in the European Union Many additional regulatory issues, including enforcement and remedies, recent case interpretations, FINRA and other SRO rules, and much more U.S. Regulation of the International Securities and Derivatives Markets, Eleventh Edition is by far the most comprehensive reference of its kind. This is the only desk reference covering all U.S. laws and regulations affecting international securities offerings and foreign participants in U.S. capital markets. It explains dozens of topics that simply cannot be found in any other published sourceand—saving you valuable research time, youand’ll have all the detailed information you need to guide clients through this dramatic new financial era.

The highly anticipated Third Edition of Corporate Finance & the Securities Laws is a fully updated version of this classic work by two premier experts in the world of corporate finance. The book explains the legal environment in which capital markets transactions take place as well as explaining the transactions themselves and how professionals can manage the transaction and get it done. Some highlights in the Third Edition are: Underwriting practices the registration and distribution process Private placements Shelf registrations International finance Commercial paper Innovative financial products and asset-backed securities the Third Edition also includes updates on many important developments in corporate finance, including: New standards for IPO allocations the reduced role of analysts in securities offerings driven by reforms separating the interaction of research analysts And The investment bankers who bring in new business an updated look at MD&A (Management Discussion & Analysis) A new chapter focusing on asset-backed securities Sarbanes-Oxley's effects on disclosure requirements and due diligence the growing trend of On-line offerings Dealing with 'gun-jumping' problems Electronic delivery of offering documents New emphasis on financial statement due diligence New NASD corporate financing rule New NASD rule on retention of new issues (formerly the 'hot issue' rule) Exiting the SEC reporting system Innovative financing techniques And The Commodity Futures Modernization Act of 2000 Short sales and equity derivatives Innovations in convertible, exchangeable and equity-linked securities Amended Rule 10b-18 and more

"While credit markets remain tight, the capital markets appear to be opening up again. As a result, many international companies will consider accessing the US markets as part of their financing strategy. This option is particularly attractive to non-US companies, which may take advantage of less stringent rules than those applicable to US companies. This practical title serves as a reference for companies and their lawyers on all matters relating to foreign private issuers in the US capital markets. Accessible and full of practical guidance, it addresses topics including amendments to the US Securities and Exchange Commission (SEC) rules automatically exempting foreign private issuers from SEC registration; new SEC rules making it easier for foreign private issuers to de-register their securities from the SEC and terminate their reporting obligations; acceptance of private issuers' financial statements prepared in accordance with International Financial Reporting Standards without reconciliation to US generally accepted accounting principles; and the new SEC release on cross-border tender offers. The book features a checklist for due diligence in international securities offerings. It also covers private placements of securities, including Rule 144A offerings, which are exempt from registration with the SEC, and a full description of American depositary receipts"--Unedited summary from book cover.

This multi-volume looseleaf treatise covers every step in the handling of securities transactions and is designed to minimize the risk of litigation. Exchange Act registration and reporting, sales of unregistered securities, and Regulation A offerings are discussed in detail.