Master the SEC Securities Regulations and Avoid Regulatory Violations and Costly Penalties! Regulation of Securities: SEC Answer Book, Fourth Edition by Steven Mark Levy List Price: $509.00   Eligible for Free Standard Shipping on U.S. Prepaid Orders Imprint: Aspen Publishers ISBN: 9781454805434 Looseleaf: 1,396 pages Last Updated: 5/14/2013 Automatic Supplementation More Info. Available: Item ships in 3-5 Business Days

Regulation of Securities: SEC Answer Book, Fourth Edition is your complete guide to understanding and complying with the day-to-day requirements of the federal securities laws that affect all public companies. Using a question-and-answer format similar to that which the SEC has embraced, this valuable desk reference provides concise, understandable answers to the most frequently asked compliance questions, and ready access to key statutes, regulations, and court decisions. Designed for both beginners and seasoned professionals, the volume contains approximately 1,400 pages organized in 23 self-contained chapters. Each chapter covers the basics before moving into the nuanced details, meeting the needs of those who seek a general understanding of a topic as well as those grappling directly with critical issues. Twice-yearly supplements keep the book current in this rapidly evolving field. Whether you are a lawyer, accountant, corporate executive, director or investor, you’ll be able to quickly find concise answers to essential questions about the Dodd-Frank Act, Exchange Act registration and reporting, executive compensation disclosure, derivatives disclosure, management’s discussion and analysis, audit committee responsibilities, Sarbanes-Oxley, electronic filing, interactive financial data, tender offers, proxy solicitations, insider trading, going private transactions, shareholders’ rights, SEC investigations, criminal enforcement, securities class actions, and much more! Chapter 1. Introduction to Securities Regulation Federal Securities Laws Definition of Security Securities Act of 1933 Securities Exchange Act of 1934 Securities and Exchange Commission SEC Rules and Interpretations No-Action Requests The Securities Industry Public Company Accounting Oversight Board Chapter 2. Electronic Filing Overview Electronic Filing Requirements Hardship Exemptions Preparing Electronic Submissions Modular Submissions and Segmented Filings XBRL Using Interactive Data Chapter 3. Periodic Reports Introducing Exchange Act Reporting The Integrated Disclosure System Disclosure Controls and Procedures Annual Report—Form 10-K Quarterly Report—Form 10-Q Distribution Report—Form 10 -D Section 302 Certification of Annual and Quarterly Reports Section 906 Certification of Periodic Financial Statements Accelerated Filing for Larger Companies Current Report—Form 8-K Transition Report Amendments Duty to Update Confidential Treatment of Information Enforcement Recordkeeping and Accounting Chapter 4. Disclosure Items Introduction Using Plain English Non-GAAP Financial Measures—Item 10(e) Performance Graph—Item 201(e) Management’s Discussion and Analysis—Item 303 MD&A for Off-Balance Sheet Arrangements—Item 303(a) or (c) Market Risk of Owning Derivatives—Item 305 Internal Control over Financial Reporting (SOX 404)—Item 308 Executive Compensation—Item 402 Security Holdings of Beneficial Owners—Item 403 Related Person Transactions—Item 404 Insider Reporting Delinquencies—Item 405 Code of Ethics—Item 406 Corporate Governance—Item 407 Risk Factor Disclosure—Item 503(c) Exhibits—Item 601 Environmental Disclosure Scaled Disclosure for Smaller Reporting Companies Chapter 5. Reporting Beneficial Ownership under Sections 13(d) and 13(g) Overview Subject Securities Beneficial Ownership Acquisition of Securities Formation of a Group Schedule 13D Schedule 13G Amendments Enforcement Chapter 6. Insider Reporting under Section 16(a) Introduction How and When to Report Electronic Filing and Website Posting Joint and Group Reporting Enforcement Officers and Directors Beneficial Owners Trusts and Trustees Derivative Securities Equity Swaps Issuer Disclosure of Reporting Delinquencies—Item 405 Chapter 7. Short-Swing Profit Liability under Section 16(b) Overview Six-Month Period Purchase and Sale Standing to Sue Statute of Limitations Calculation of Profits Indemnification or Tax Deduction for Profits Disgorged? Exemptions Prohibition of Short Selling under Section 16(c) Chapter 8. Audit Committee Overview Administering the Accounting Engagement Proxy Statement Disclosure Pre-Filing Review of Quarterly Financials Auditor Required Communications with Audit Committee Financial Expert Disclosure Up-the-Ladder Reporting Improper Influence on Conduct of Audits Listed Companies’ Audit Committees Liability Whistleblower Protections Chapter 9. Executive Compensation Introduction Compensation Committee Say on Pay Vote Golden Parachute Vote Pay vs. Performance Pay Disparity Disclosure Hedging by Employees and Directors Compensation Clawbacks Compensation Restrictions for Covered Financial Institutions Broker Discretionary Voting Chapter 10. Proxies Understanding Proxy Regulation “Proxy” Defined “Solicitation” Defined Exempt Solicitations Proxy Statement—Schedule 14A Information Statement—Schedule 14C Proxy Card Annual Report to Security Holders Filing Proxy Materials with the SEC Delivering Proxy Materials to Shareholders Lists of Shareholders Shareholder Proxy Access Solicitation Before Furnishing a Proxy Statement Auditor Independence Disclosure Shareholder Communications with Directors Proxy Advisory Firms Antifraud Provisions Chapter 11. Shareholder Proposals Introduction Eligibility to Submit a Proposal Procedure for Submitting a Proposal Substantive Grounds for Excluding a Proposal Procedure for Excluding a Proposal Enforcement Chapter 12. Tender Offers Overview “Tender Offer” Defined Commencement Early Commencement for Exchange Offers Pre-Commencement Communications Preparing and Filing Schedule TO Disseminating Schedule TO Information to Security Holders Security Holder Protections Subsequent Offering Period All Holders and Best Price Rules Disclosure by the Target—Schedule 14D-9 Issuer Tender Offers and Repurchases Fraud; Inside Information Cross-Border Transactions Mini-Tender Offers State Regulation Chapter 13. Going Private under Rule 13e-3 Overview Sarbanes-Oxley and Going Private Scope of Rule 13e-3 Subject Persons Exceptions to Rule 13e-3 Schedule 13E-3 Fairness Disclosure Disclosure of Information to Security Holders Dissemination Requirements Liability Chapter 14. Selling Restricted Securities under Rule 144 Understanding Rule 144 “Affiliate” “Person” “Restricted Securities” “Debt Securities” Conditions to be Met Current Public Information Holding Period for Restricted Securities Limitation on Amount of Securities Sold Manner of Sale Form 144—Notice of Proposed Sale Securities of Shell Companies Rule 145—Business Combination Transactions Chapter 15. Private Resales to Institutions under Rule 144A Introducing Rule 144A Interaction with Other Exemptions Eligible Securities Eligible Buyers Information Requirement Notice to Buyer of Reliance on Rule 144A Securities Act Liability Relation to State Securities Laws The PORTAL Market Chapter 16. Corporate Website Overview Format and Readability Document Delivery “Access Equals Delivery” Proxy Materials Regulation FD Considerations Electronic Shareholder Forums Offshore Transactions Interactive Data Liability Chapter 17. Securities Fraud Understanding Rule 10b-5 Statute of Limitations “In Connection with the Purchase or Sale” Presumptions of Reliance Loss Causation and Economic Loss Multiple Defendants Contribution and Indemnification Forward-Looking Statements Stock Repurchases—Rule 10b-18 Liability for Analysts’ Statements Selective Disclosure—Regulation FD Regulation FD Enforcement Non-GAAP Financial Measures—Regulation G Chapter 18. Insider Trading Overview Material, Nonpublic Information Classical Theory Misappropriation Theory Tipper and Tippee Liability Rule 10b5-1 Trading Plans Enforcement and Penalties Chapter 19. Insider Trading During Pension Blackouts Understanding Regulation BTR (Blackout Trading Restriction) Issuers Subject to Trading Restriction Individuals Subject to Trading Restriction Securities Subject to Trading Restriction Transactions Subject to Trading Restriction Exempt Transactions “Blackout Period” Defined Blackout Period Notice Requirements Remedies for Violations Chapter 20. Whistleblower Awards Overview Definitions Payment of Awards Eligibility Submitting Original Information Confidentiality of Submissions Claiming an Award Appeals Anti-Retaliation Protection Chapter 21. Securities Litigation and Enforcement Introduction SEC Investigations Cooperating with the SEC SEC Administrative Proceedings SEC Injunctive Actions in Federal Court Criminal Enforcement Corporate Criminal Liability Asserting the Fifth Amendment Search and Seizure Derivative Actions Private Actions Brought Individually or as a Class Chapter 22. Broker-Dealer Regulation Introduction Definitions of Broker and Dealer SEC Registration Forms BD and BDW SRO Membership SIPC Membership State Requirements Financial Responsibility Duty to Supervise Antifraud Anti-Money Laundering Examination Arbitration Chapter 23. Investment Advisers Introduction Definition of Investment Adviser Family Office Registration Exemptions from Registration Form ADV Antifraud Fiduciary Duty Supervision, Compliance and Recordkeeping Form PF Enforcement Table of Cases Index Corporate Financial Disclosure Answer Book Steven Mark Levy Federal law requires public companies to disclose financial and other information in accordance with strict standards, including thousands of SEC, FASB, PCAOB, and stock exchange pronouncements. Disclosure must be in a prospectus, as well as in annual and quarterly reports and proxy statements file more... 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