Overview

This Seventh Edition of Corporate Finance and the Securities Laws is about doing deals--transactions in which companies raise funds in the U.S. and international capital markets. We have tried to retain the book's practical orientation, which we believe was responsible for the previous editions' considerable success. We do not intend this book as a complete treatise on the U.S. federal securities laws, nor do we intend it as an investor's or issuer's guide to the capital markets. Rather, we are trying to explain the legal environment in which capital markets transactions take place, just as we are trying to explain the capital markets transactions to which that environment is always trying to adapt. Highlights of the Seventh Edition include: SEC administrative proceedings and SCOTUS decision in Axon Enterprise, Inc. v. FTC and SCOTUS agreement to hear Jarkesy v. SEC Change in SEC personnel's standard disclaimer when making public statements Second Circuit decision in Kirschner holding bank loans not to be securities after SEC's declining to state its views; SEC commissioner's speech raising prospect that bank loans might eventually be treated as securities Digital assets: SEC enforcement proceedings alleging digital assets to be securities for purposes of 1933 Act registration and 1934 Act broker-dealer and securities exchange registration; SEC partial defeat in Ripple litigation in SDNY followed by favorable decision in Terraform less than three weeks later; SEC use of Section 17(b) of 1933 Act to pursue celebrity endorsers of digital assets; prospects for federal legislation Proposed legislation to make electronic delivery the default method of delivering communications required under federal securities laws Amendment of SIFMA model form of agreement among underwriters to authorize syndicate manager or another underwriter to act as ''calculating underwriter'' for purposes of calculating ''probability of default'' under amended Rules 101 and 102 of Regulation M Amendment of SIFMA model form of agreement among underwriters to reflect amendments to FINRA Rule 11880 regarding settlement of syndicate accounts ''T+1'' standard settlement cycle as of May 28, 2024 SEC decision not to extend no-action relief for research providers affected by MiFID II's unbundling rule EU and California climate disclosure requirements' effects on prospective SEC requirements Prospects for use of Artificial Intelligence in due diligence and in SEC staff selection of filings for review SEC approval of rule changes at options exchanges to speed up listing and trading of options on IPO shares SCOTUS decision in Slack Section 11 litigation arising out of Slack's direct listing that a plaintiff under Section 11 must be able to trace his shares to a defective 1933 Act registration statement SEC approval of NYSE and Nasdaq rules to permit more pricing flexibility for ''direct listings'' with a simultaneous sale of securities by the issuer but on condition that the issuer retain an underwriter for the shares to be sold by the issuer SEC enforcement proceedings involving SPACs SEC amendment of Rules 101 and 102 of Regulation M to eliminate exceptions based on credit ratings in favor of exceptions based on a ''probability of default'' standard for fixed income nonconvertible securities and eligibility to use Form SF-3 for ABS SEC adoption of Rule 9j-1 to prohibit fraud, deceit or manipulation related to security-based swaps Second Circuit reversal of class certification in Goldman Sachs litigation under Rule 10b-5 because of ''front-end-back-end genericness gap'' and concurring judge's prediction of confusion as courts ''navigate a materiality-reliance twilight zone'' SCOTUS to review Second Circuit's Moab Partners decision regarding the circumstances under which a failure to comply with Item 303 of SEC's MD&A rules gives rise to liability under Rule 10b-5 Responding to SEC's new rules on reporting material cybersecurity incidents and disclosing cybersecurity risk management processes FASB adoption of ASU No. 2022-04 on disclosure of supplier finance arrangements . SEC amendment of Rule 15b9-1 under the 1934 Act to narrow ability of certain members of national securities exchanges to avoid having to become members of FINRA More court cases in which respondents challenge FINRA's constitutionality SEC issuance of exemption under Rule 15c2-11 for Rule 144A fixed-income securities (including ABS) SEC commissioner's proposal of revisions to Form D to increase its informational content and to require that the form be filed before the commencement of an offering Criticism of Second Circuit's Parkcentral requirement for ''something'' more than a domestic transaction under Morrison Foreign private issuers subject to SEC's new requirements to report information on share repurchases ''Pre-IPO'' convertible debt offerings Regulator-induced write-down of $17 billion of Credit Suisse's Additional Tier 1 capital securities with subsequent litigation and closer scrutiny of asset class President Biden proposal to quadruple excise tax on share repurchases, potential applicability to certain stock-for-stock acquisitions and potential exposure of certain foreign private issuers to excise tax New disclosure requirements about share repurchases Amendments to Rule 10b5-1 as applicable to share repurchases Renewed regulatory focus on broker-dealer and hedge fund compliance with Rule 14e-4 Amendments to Section 242 of Delaware General Corporation Law to facilitate stock splits Eligibility to use Form SF-3 as basis for exception from Regulation M

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