Understanding Securities Law

The eighth edition of Understanding Securities Law provides comprehensive coverage of the federal securities laws, including legislative, judicial, and SEC pronouncements. Additions to the new edition include the SEC's amendments to the limited offering rules, significant appellate and Supreme Court decisions, and SEC actions in both the litigation and transaction settings.

Like earlier editions, the eighth edition follows a logical sequence of analysis of the securities laws. The text begins with the definition of security, followed by exemptions from Securities Act registration, and thereafter by the registration process. Following treatment of these subjects, the text focuses on due diligence, issuer affirmative disclosure obligations, securities litigation, insider trading, mergers and acquisitions, and the role of the securities attorney. Understanding Securities Law clearly, thoroughly, and concisely addresses the subjects covered in basic Securities Regulation courses, including:

• The definition of securities;
• exemptions from registration;
• the registration framework and process;
• Sarbanes-Oxley Act;
• Dodd-Frank Act
• SEC Securities Act Offering Rules;
• Resales and reorganizations;
• Due diligence;
• Liabilities and remedies;
• Affirmative disclosure duties;
• Insider trading;
• SEC enforcement; and
• Professional responsibility.

The author also includes a glossary of key terms, statutes, rules, regulations; forms and schedules; and comparative charts synopsizing previously discussed materials. The text covers the regulation of public and privately held companies under the Securities Acts, SEC fraud, concepts of disclosure, civil liabilities under the securities laws, and state Blue Sky laws. It also discusses the Sarbanes-Oxley legislation, SEC public offering rules, SEC regulations on the resale of securities, and recent federal Supreme Court and appellate court decisions.

This widely-adopted reference text continues to be embraced as a "go-to" source for both law students and practicing attorneys. The book has been ranked as high as #1 of all securities law books on Amazon.