Securities Regulation: Liabilities and Remedies

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This book provides you with the guidance you need to protect your clients' confidential information while facing disclosure and liability concerns under the securities laws.

Securities Regulation: Liabilities and Remedies provides you with the guidance you need to protect your clients' confidential information while facing disclosure and liability concerns under the securities laws. This comprehensive volume helps you deal successfully with such matters as: disclosure of self-dealing; protecting confidential information; insider trading; “soft information”; bad financial news; merger negotiations; a company's duty to update information; public and private offerings; the “fraud on the market” theory of reliance; shareholder remedies, including derivative suits; secondary liability; SEC enforcement; RICO; tender offer developments in the legislatures and the courts; going-private transactions; and more.

Throughout the book, you'll find analysis of the latest SEC regulations and releases, court decisions and federal and state legislation, including the Private Securities Litigation Reform Act and the Sarbanes-Oxley Act.

Book #00582; looseleaf, two volumes, 1,348 pages; published in 1984, updated as needed; no additional charge for updates during your subscription. Looseleaf print subscribers receive supplements. The online edition is updated automatically. ISBN: 978-1-58852-021-0.

Additional Information
SKU 582ONL
Division Name Law Journal Press
Volumes 2
Product Types Books
Brand Law Journal Press
Jurisdiction National
ISBN 978-1-58852-021-0
Page Count 0
Edition 0
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Marc I. Steinberg
Marc. I. Steinberg is the Rupert and Lillian Radford Professor of Law at Southern Methodist University Dedman School of Law. He is the Director of SMU Corporate Directors Institute and former Senior Associate Dean for Academics. Professor Steinberg also served as Visiting Professorial Fellow, Centre for Commercial Law Studies, at the University of London. His experience includes appointments as a Visiting Professor, Scholar and Fellow at law schools in Argentina, Australia, China, England, Finland, Germany, Japan, New Zealand, Scotland, South Africa, and Sweden.Professor Steinberg was an enforcement attorney at the United States Securities and Exchange Commission and special projects counsel, directly assisting the SEC General Counsel in a wide variety of projects and cases. He is editor-in-chief of The International Lawyers as well as The Securities Regulation Law Journal, a member of the advisory board of Law and Business Review of the Americas and The Journal of Corporation Law. He is also the author of twenty-two books and more than 125 law review articles. Professor Steinberg received his undergraduate degree at The University of Michigan and his law degrees at the University of California, Los Angeles (J.D.) and Yale University (LL.M.). He is a member of the American Law Institute.
CHAPTER 1
Selected Disclosure Obligations

§ 1.01 Introduction
§ 1.02 Qualitative Disclosure—Generally
§ 1.03 Self-Dealing by Corporate Directors and Officers
[1] Commission Disclosure Items and Affirmative Misrepresentations
[2] Disclosure Not Based on Line Items
§ 1.04 The “True Purpose” Cases
[1] Rationale
[2] Application
[3] Limited Exceptions
[4] Viability of Limited Exceptions
[5] Disclosure of Effect
§ 1.05 Questionable and Illegal Payments
§ 1.06 Antisocial, Unlawful or Unethical Company Policies
§ 1.07 Adjudicated Illegal Activities by Officers and Directors
§ 1.08 Pending Lawsuits Against Officers and Directors
§ 1.09 Business Expertise and Reputation of Officers and Directors
§ 1.10 A Proposed Framework for Disclosure of Qualitatively Material Information
§ 1.11 Quantitative and Qualitative Disclosure: The Ramifications of Staff Accounting Bulletin 99 (“SAB 99”), Ganino

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