Capital markets and securities law and regulation Books

Book SynopsisTrade ReviewWe have clearly not learned the lessons of past financial debacles, a central one being that crime has played a significant role in them. Unlike traditional economic and legal analyses, this volume starts from the (correct) premise that criminal offending was a central phenomenon in the meltdown. Its contents provide diverse and penetrating analyses of how fraud occurred and how it might best be prevented. This work provides an excellent foundation for further academic research and needs to be on the desk of every legislator dealing with financial regulation. -- Henry N. Pontell, University of California, Irvine, coauthor of Profit Without Honor: White-Collar Crime and the Looting of America Criminology failed the challenges of the global financial crisis. In this book, leading criminologists put this right by explaining impunity for the crimes of financial capitalism. It is rich with insight on how Wall Street games regulation. When Goldman Sachs takes fat fees to help Greece conceal its debt, is fraud involved? Are millions of unemployed Greeks victims of fraud? Are we all? What of Goldman Sachs then placing bets on the failure of the Greek economy? These are the questions considered in this important work. -- John Braithwaite, Australian National University ...this book is a valuable resource for details about the financial crisis. Library JournalTable of ContentsAcknowledgmentsIntroductionPart I: Roots of the Crisis 1. Wall Street: Crime Never Sleeps David O. Freidrichs 2. The Logics of Finance: Abuse of Power and Systemic Crisis Saskia Sassen 3. America's Ponzi Culture Susan Will 4. Bernie Madoff Jock YoungPart II: Enablers of Fraud 5. Unaccountable External Auditors and Their Role in the Economic Meltdown Gilbert Geis 6. And Some with a Fountain Pen: Mortgage Fraud Subprime Bubble Harold C. Barnett 7. Generating the Alpha Return: How Ponzi Schemes Lure the Unwary in an Unregulated Market David ShapiroPart III: Perverted Justice 8. The Technological Advantages of Stock Market Traders Laureen Snider 9. Why CEOs Are Able to Loot with Impunity-and Why It Matters William K. Black 10. The Facade of Enforcement: Goldman Sachs the Politics of Blame Justin O'BrienPart IV: Perspectives from Afar 11. Reappraising Regulation: The Politics of "Regulatory Retreat" in the United Kingdom Steve Tombs and David Whyte 12. How They Still Try to Get Away with It: Crime in the Dutch Real Estate Sector Before and After the Crisis Hans Nelen and Luuk Ritzen 13. Economic and Financial Criminality in Portugal Rita Faria 14. Greece "For Sale": Casino Economy and State-Corporate Crime Sophia Vidali 15. Financial Fraud in China: A Structural Examination of Law and Law Enforcement Hongming ChengEpilogue Can They Still Get Away with It? Appendix A Short (Global) History of Financial Meltdowns Compiled by Alex Holden Contributors Index

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Book SynopsisThis comprehensive Commentary examines the implications of the EU’s Market Abuse Regulation, introduced following the 2008 financial crisis after gaps were identified in the existing regulatory framework. It explores whether and how the Regulation achieves its aims of preserving the integrity of financial markets by preventing insider dealing and market manipulation, providing a harmonised legal framework, and increasing legal certainty for all market participants.Key features include: in-depth contributions from leading scholars and practitioners in the field practical discussion of the interpretation and implementation of the Regulation, including pertinent national and European case law systematic article-by-article analysis of the Regulation, illuminating the purpose of each provision as well as providing relevant historical and legal context Scholars of EU financial and banking law, particularly those with an interest in market abuse and financial crime and corruption, will find this Commentary a valuable resource. It will also be of great practical benefit for practitioners and in-house counsel working for or with banks, investment firms and other financial institutions.Trade Review‘This book provides an exhaustive analysis of the Market Abuse Regulation, which, despite Brexit, continues to be of core concern to practitioners in this area, for two reasons. First, the Regulation continues as part of domestic UK law as “retained EU law” and, second, its status in relation to EU financial markets remains undisturbed. This book, written by a distinguished group of scholars, lays out, article by article, a complete analysis of the Regulation and its now extensive accompanying pieces of secondary legislation and CJEU decisions. It brings together in a single volume a clear and incisive assessment of all the issues arising, and likely to arise, in the regulation of this notoriously challenging area of market behaviour.’ -- Paul L. Davies QC, University of Oxford, UK‘This is an invaluable guide to the Market Abuse Regulation. It is well structured and formatted allowing the reader to access the relevant information with ease. It provides useful information on the context and historical development of the various provisions and highlights the significant changes to the existing law. It identifies the objectives of each of the Articles providing links to relevant literature, caselaw, related legislation and guidance. The authors are experts in their fields and together they provide insights into the salient academic, public service, public policy, regulatory, jurisprudential, and practical dimensions of the Regulation. Although particular reference is made to the application of the market abuse regime in Austria, France, Germany and the UK, this text will provide a valuable resource to academics, regulators and practitioners in all Member States seeking to understand and implement the Market Abuse Regulation.’ -- Blanaid Clarke, Trinity College Dublin, Ireland‘If you have any question about the EU’s Market Abuse Regulation and its interpretation, look no further. This book provides a profound and authoritative analysis of each of its sections, as well as an excellent survey of private enforcement of capital markets law in Europe. It will be very useful to anyone working in European capital markets law.’ -- Martin Gelter, Fordham University School of Law, USTable of ContentsContents: 1 Subject matter 1 Elena Guggenberger 2 Scope 4 Elena Guggenberger 3 Definitions 10 Elena Guggenberger 4 Notifications and list of financial instruments 29 Elena Guggenberger 5 Exemption for buy-back programmes and stabilisation 33 Susanne Kalss 6 Exemption for monetary and public debt management activities and climate policy activities 52 Susanne Kalss 7 Inside information 56 Mario Hössl-Neumann and Ulrich Torggler 8 Insider dealing 82 Martin Winner 9 Legitimate behaviour 116 Martin Winner 10 Unlawful disclosure of inside information 139 Mario Hössl-Neumann and Ulrich Torggler 11 Market soundings 154 Mario Hössl-Neumann and Ulrich Torggler 12 Market manipulation 169 Susanne Kalss 13 Accepted market practices 182 Susanne Kalss 14 Prohibition of insider dealing and of unlawful disclosure of inside information 190 Martin Winner 15 Prohibition of market manipulation 195 Martin Oppitz 16 Prevention and detection of market abuse 199 Florian Kusznier 17 Public disclosure of inside information 203 Susanne Kalss and Clemens Hasenauer 18 Insider lists 243 Ursula Rath 19 Managers’ transactions 261 Susanne Kalss and Clemens Hasenauer 20 Investment recommendations and statistics 297 Martin Oppitz 21 Disclosure or dissemination of information in the media 303 Martin Oppitz 22 Competent authorities 309 Peter Jedlicka 23 Powers of competent authorities 317 Peter Jedlicka 24 Cooperation with ESMA 327 Alfred Schramm 25 Obligation to cooperate 331 Alfred Schramm 26 Cooperation with third countries 341 Alfred Schramm 27 Professional secrecy 348 Alfred Schramm 28 Data protection 352 Alfred Schramm 29 Disclosure of personal data to third countries 353 Alfred Schramm 30 Administrative sanctions and other administrative measures 354 Michael Rohregger and Nina Palmstorfer 30A Appendix to Art 30 MAR – Private enforcement 360 Chris Thomale 31 Exercise of supervisory powers and imposition of sanctions 414 Michael Rohregger and Charlotte Pechhacker 32 Reporting of infringements 418 Michael Rohregger and Charlotte Pechhacker 33 Exchange of information with ESMA 424 Michael Rohregger and Charlotte Pechhacker 34 Publication of decisions 428 Michael Rohregger and Nina Palmstorfer 35 Exercise of the delegation 432 Elisabeth Drach 36 Committee procedure 435 Elisabeth Drach 37 Repeal of Directive 2003/6/EC and its implementing measures 437 Elisabeth Drach 38 Report 439 Elisabeth Drach 39 Entry into force and application 441 Elisabeth Drach Annex I 443 Annex II 445 Index 450

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Book SynopsisCorporate finance theory seeks to understand how incorporated firms address the financial constraints that affect their investment decisions. This is achieved by using varied financial instruments that seek to give holders different claims on the firm''s assets. Recent scholarship in this area has highlighted the critical importance of the legal environment in explaining the choices that companies make about their capital structure. This book combines company law, capital markets law, and aspects of commercial and insolvency law to give readers a detailed understanding of the legal and regulatory issues relating to corporate finance. Informed by insights from theoretical and empirical work, the book examines from a legal perspective the key elements of corporate financing structures and capital markets in the UK. The authors'' practical experience of transactions and regulatory issues ensures that thorough scholarly inquiry and critical reflection are complemented by an assured underst

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Book SynopsisOffers persuasive research to show that the almost universally accepted narrative of market failure - broadly similar across financial crises - is formulated by political actors hoping to deflect blame from prior policy errors. It shows that lax regulation was not a substantial cause of the financial problems of the Great Depression.Trade Review"Mahoney casts the foundational securities laws of the New Deal in a completely different light, going behind the assertions of contemporary commentators and providing compelling evidence that we ought to question their accuracy. This is a truly important book and a timely addition of a powerful contrarian view to today's policy discussions that tend to have a one-sided focus on the need for expanded regulation without regard to whether there is any supporting evidence for proposed policies." (Roberta Romano, Yale Law School)

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Book SynopsisThe recent financial crisis led to sweeping reforms that inspired countless references to the financial reforms of the New Deal. Comparable to the reforms of the New Deal in both scope and scale, the 2,300-page Dodd-Frank Act of 2010 the main regulatory reform package introduced in the United States also shared with New Deal reforms the assumption that the underlying cause of the crisis was misbehavior by securities market participants, exacerbated by lax regulatory oversight. With Wasting a Crisis, Paul G. Mahoney offers persuasive research to show that this now almost universally accepted narrative of market failure broadly similar across financial crises is formulated by political actors hoping to deflect blame from prior policy errors. Drawing on a cache of data, from congressional investigations, litigation, regulatory reports, and filings to stock quotes from the 1920s and '30s, Mahoney moves beyond the received wisdom about the financial reforms of the New Deal, showing that lax regulation was not a substantial cause of the financial problems of the Great Depression. As new regulations were formed around this narrative of market failure, not only were the majority largely ineffective, they were also often counterproductive, consolidating market share in the hands of leading financial firms. An overview of twenty-first-century securities reforms from the same analytic perspective, including Dodd-Frank and the Sarbanes-Oxley Act of 2002, shows a similar pattern and suggests that they too may offer little benefit to investors and some measurable harm.

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Book SynopsisTrade ReviewWe have clearly not learned the lessons of past financial debacles, a central one being that crime has played a significant role in them. Unlike traditional economic and legal analyses, this volume starts from the (correct) premise that criminal offending was a central phenomenon in the meltdown. Its contents provide diverse and penetrating analyses of how fraud occurred and how it might best be prevented. This work provides an excellent foundation for further academic research and needs to be on the desk of every legislator dealing with financial regulation. -- Henry N. Pontell, University of California, Irvine, coauthor of Profit Without Honor: White-Collar Crime and the Looting of America Criminology failed the challenges of the global financial crisis. In this book, leading criminologists put this right by explaining impunity for the crimes of financial capitalism. It is rich with insight on how Wall Street games regulation. When Goldman Sachs takes fat fees to help Greece conceal its debt, is fraud involved? Are millions of unemployed Greeks victims of fraud? Are we all? What of Goldman Sachs then placing bets on the failure of the Greek economy? These are the questions considered in this important work. -- John Braithwaite, Australian National University ...this book is a valuable resource for details about the financial crisis. Library JournalTable of ContentsAcknowledgmentsIntroductionPart I: Roots of the Crisis 1. Wall Street: Crime Never Sleeps David O. Freidrichs 2. The Logics of Finance: Abuse of Power and Systemic Crisis Saskia Sassen 3. America's Ponzi Culture Susan Will 4. Bernie Madoff Jock YoungPart II: Enablers of Fraud 5. Unaccountable External Auditors and Their Role in the Economic Meltdown Gilbert Geis 6. And Some with a Fountain Pen: Mortgage Fraud Subprime Bubble Harold C. Barnett 7. Generating the Alpha Return: How Ponzi Schemes Lure the Unwary in an Unregulated Market David ShapiroPart III: Perverted Justice 8. The Technological Advantages of Stock Market Traders Laureen Snider 9. Why CEOs Are Able to Loot with Impunity-and Why It Matters William K. Black 10. The Facade of Enforcement: Goldman Sachs the Politics of Blame Justin O'BrienPart IV: Perspectives from Afar 11. Reappraising Regulation: The Politics of "Regulatory Retreat" in the United Kingdom Steve Tombs and David Whyte 12. How They Still Try to Get Away with It: Crime in the Dutch Real Estate Sector Before and After the Crisis Hans Nelen and Luuk Ritzen 13. Economic and Financial Criminality in Portugal Rita Faria 14. Greece "For Sale": Casino Economy and State-Corporate Crime Sophia Vidali 15. Financial Fraud in China: A Structural Examination of Law and Law Enforcement Hongming ChengEpilogue Can They Still Get Away with It? Appendix A Short (Global) History of Financial Meltdowns Compiled by Alex Holden Contributors Index

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Book SynopsisThe ultimate guide to the current rules and regulations that govern the securities industry?including amendments in 2010 Providing readers with expert coverage of domestic securities regulation, this book fills the need for coverage of securities regulations, defining, describing, and explaining everything professionals need to know about domestic securities regulation. Examines the current securities rules Provides an overview of the latest regulations for this industry Includes a description of the various government regulations of securities markets, and securities transactions Since the corporate scandals of 2002, this industry has seen intense scrutiny of how it is regulated. Regulation of Securities, Markets, and Transactions demystifies the new laws and regulations with straightforward, to-the-point coverage professionals need.Table of ContentsPreface xvii Chapter 1 Regulation 1 Securities and the Public Interest 1 Meaning of ‘‘Security’’ 3 Debt, Equity, and Option Securities 4 Securities Transactions 6 Institutional and Functional Regulation 7 Exclusions and Exemptions 9 Structure of Securities Laws 14 Other Securities Laws 16 Regulatory Objectives 19 Disclosure and Transparency 21 Regulation and Supervision 24 Registration 29 Registration of Securities 30 Registration of Entities and Persons 34 Issuers of Securities 35 Self-Regulatory Organizations 39 Registered Self-Regulatory Organizations 41 Special-Purpose Self-Regulatory Organizations 44 Regulation of Registered Entities and Persons 44 Chapter 2 Regulation of Nonregistered Entities and Persons 62 Introduction 62 Nonsecurities Laws 68 Chapter 3 Accounting and Auditing 78 Introduction 78 Accounting 78 Mark-to-Market Accounting 80 Auditing 81 Objectives-Oriented Rules for Accounting and Auditing 84 Audit Committees 85 Accounting Capital and Regulatory Capital 86 Accountancy Law 87 Chapter 4 Introduction to Notes 88 Public Laws 88 United States Code 89 Code of Federal Regulations 90 Supreme Court Decisions 91 Federal Register 91 SEC Releases 92 Prefixes for SEC Releases 94 Selected Releases by the Securities and Exchange Commission 94 SEC Release 34-16900, 17 JUN 80, 45 FR 41920, 23 JUN 80 94 SEC Release 34-20221, 23 SEP 83, 48 FR 45167, 3 OCT 83 94 SEC Releases 33-7375, 34-38067, and IC-22412, 20 DEC 96, 62 FR 519, 3 JAN 97 95 SEC Release 34-39829, 6 APR 98, 63 FR 17943, 13 APR 98 95 SEC Releases 33-7607, 34-40633, and IC-23520, 3 NOV 98, 63 FR 67331, 4 DEC 98 95 SEC Release 33-7760, 22 OCT 99, 64 FR 61443, 10 NOV 99 95 SEC Releases 33-7801 and 34-42430, 16 FEB 00, 65 FR 8896, 23 FEB 00 95 SEC Release 34-44989, 25 OCT 01, 66 FR 55220, 1 NOV 01 95 SEC Release 34-48545, 25 SEP 03, 68 FR 56656, 1 OCT 03 96 SEC Release 34-51524, 12 APR 05, Administrative Proceeding 3-11892, In the Matter of the New York Stock Exchange Inc. 96 SEC Release 34-51808, 9 JUN 05, 70 FR 37495, 37545, and 37595, 29 JUN 05 (corrected by Release 34-51808A, 28 DEC 05, 71 FR 232, 4 JAN 06) 96 Selected Public Laws 96 Selected United States Code Titles 105 Selected United States Code Sections 105 Selected Code of Federal Regulations Titles 106 Selected Code of Federal Regulations Parts 106 Structure of U.S. Code and Code of Federal Regulations Sections 107 Selected Banking Regulations 109 State Securities Laws 110 Uniform Commercial Code 111 Chapter 5 Notes 112 Chapter 6 Selected Sections from the Financial Regulation Act of 2010 271 Introduction 271 Major Section Headings of the Financial Regulation Act 271 Selected Sections of the Financial Regulation Act 272 Reports Required by the Financial Regulation Act 273 Chapter 7 Sections of Codified Securities Laws 276 Introduction 276 Securities Act (15 USC Sections 77a and following) 277 Trust Indenture Act (15 USC Sections 77aaa and following) 278 Securities Exchange Act (15 USC Sections 78a and following) 279 Securities Investor Protection Act (15 USC Sections 78aaa and following) 281 Investment Company Act (15 USC Sections 80a-1 and following) 281 Investment Advisers Act (15 USC Sections 80b-1 and following) 283 Public Company Accounting Reform and Corporate Responsibility 284 Chapter 8 Organizations 286 Introduction 286 Executive Branch of Government 286 Legislative Branch of Government 287 Judicial Branch of Government 288 Agencies of Government 289 Self-Regulatory Organizations 290 Accounting Principles and Auditing Standards 290 Industry and Professional Associations 291 State-Related Organizations 294 International Organizations 295 Advisory Committees and Informal Groups 298 Appendix A References 301 Appendix B Web Sites by Name 315 Appendix C Web Sites by Function 324 Glossary 334 About the Author 361 Index 363

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Book SynopsisCompares the EU and US securities regulations, and specifically the Market in Financial instruments Directive (MiFID) with the corresponding US regulations. This title focuses on the regulatory and supervisory framework, trading venues, and the provision of investment services.

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Book SynopsisArtificial Intelligence and Market Abuse Legislation presents a wide-reaching interdisciplinary examination of the impact of AI on the EU Market Abuse Regulation (MAR).Trade Review‘Written by a renowned academic expert in the field of capital markets regulation, this book safely guides the reader through the way by which the application and enforcement of the key source of EU insider trading and market manipulation legislation – namely the 2014 “Market Abuse Regulation” – have been affected by developments in the field of artificial intelligence (AI). It thoroughly analyses this EU legislative act through the lens of the key topics currently discussed in relation to AI, with an emphasis on the rules governing algorithmic and high-frequency trading.’ -- Christos Gortsos, National and Kapodistrian University of Athens, GreeceTable of ContentsContents 1 Artificial intelligence and market abuse legislation: an introduction 2 The rationale and scope of the Market Abuse Regulation 3 Artificial intelligence: current debate and legislative proposals in the EU 4 Artificial intelligence and inside information 5 Artificial intelligence and market manipulation 6 Further issues and final conclusions Bibliography Index

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Book SynopsisTrade Review‘This is an important work that provides an insightful analysis of the ESG rating subject and its regulation. The book guides the reader through the peculiarities, growth and challenges of the ESG rating sector. A must read for experts in the field and a valuable addition to the sustainable finance literature.’ -- Francesco De Pascalis, Brunel University London, UK‘Credit rating agencies have taken criticism for misrepresenting risk, especially in relation to the 2008 global financial crisis. ESG ratings agencies have also occasionally underdelivered on their aim of providing useful information to investors. With issues such as climate change becoming front and center, it is refreshing to see this book emerge from Daniel Cash, one of the more thoughtful writers working on the connection between ESG and rating agencies.’ -- Cary Krosinsky, Brown University, USTable of ContentsContents: Foreword 1 Introduction to ESG Rating Agencies and Financial Regulation 2 Liability in the credit rating space 3 The relationship between ESG and the law 4 The ESG rating sector 5 Systemic signalling: The application of signalling theory to the ESG rating space 6 Conclusion to ESG Rating Agencies and Financial Regulation

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Book SynopsisThis book is the first of its kind in focusing on the enforcement of corporate and securities laws, both public and private, which is a relatively understudied but critically important issue for the development and health of global capital markets. The book has a special focus on the young system coming into being in the People's Republic of China (PRC), but also examines the enforcement of corporate and securities laws across the globe and across different legal and political systems from an in-depth comparative perspective. This single volume assembles a veritable 'dream team' of contributors who are amongst the very best scholars and legal specialists in the many national jurisdictions covered in the book. Hence, it is of significant value to corporate and securities regulators, judicial officials, prosecutors, litigation specialists, corporate counsel, legal and economic policymakers, scholars, think tanks, students, and investors alike.Table of ContentsPart I. Theoretical Framework: 1. The financial crisis: why have no high-level executives been prosecuted? Jed S. Rakoff; 2. Private enforcement in the United States and in Europe: a comparatist's ruminations and potential lessons for Asia Mathias Reimann; 3. Disclosure regulation and the rise of capital markets: nineteenth-century Britain and Germany compared Carsten Gerner-Beuerle; 4. Mandatory arbitration in consumer finance and investor contracts Michael S. Barr; 5. The bonding effect in cross-listed Chinese companies: is it real? Donald Clarke; Part II. China (Mainland): 6. Improving the civil liability system for false and misleading disclosure in the Chinese securities markets Liming Wang; 7. A question of class action in China Xianchu Zhang; 8. Private enforcement of securities law in China: past, present and future Robin Hui Huang; 9. Improving investor-friendly legal environment in Chinese capital markets Junhai Liu; 10. Enforcing fiduciary duties as tort liability in Chinese courts Jiangyu Wang; 11. China's free trade zone and latest development of the resolution mechanism for financial disputes: a perspective from the innovation of Qianhai international arbitration Xiaochun Liu; Part III. Common Law Jurisdictions: 12. Curbing managerial agency costs: private litigation and its substitutes in the US James D. Cox and Randall S. Thomas; 13. Private enforcement of corporate law: an empirical comparison of the UK and US John Armour, Bernard Black, Brian Cheffins and Richard Nolan; 14. Securities law enforcement and the rule of law Jeffrey G. MacIntosh; 15. Securities regulation in Australia - the role of the class action Michael Legg; 16. Enforcement of corporate and securities laws in India: the arrival of the class action? Vikramaditya Khanna; 17. Enforcement of Hong Kong's securities law - the underpinning philosophy Alexa Lam; Part IV. Civil Law Jurisdictions: 18. Enforcement of company and securities laws in Germany: an exercise in diversity Rainer Kulms; 19. Liability for misstatements to the market: the post-Parmalat years Guido Ferrarini and Paolo Giudici; 20. Growing securities litigation against issuers in Japan: its background and reality Gen Goto; 21. Private enforcement of company law and securities regulation in Korea Hwa-Jin Kim; 22. The IPC model for securities law enforcement in Taiwan Wen-yeu Wang; 23. Building enforcement capacity for Brazilian corporate and securities law John Armour and Caroline Schmidt; Conclusion Robin Hui Huang and Nicholas Calcina Howson; Index.

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Book SynopsisThe severe global financial crisis of 2008 could not be overcome without government interventions through industrial policy. This timely book analyses industrial policy from the perspectives of trade law and economics under the WTO system. The author expertly examines both general tools of protecting and supporting domestic producers and specific topics like special economic zones, localization, greening measures and creative economy. In addition to legal texts and jurisprudence, this book extensively utilizes other WTO materials to show what is actually discussed in WTO meetings and forums on relevant issues. Where applicable, the author advances practical recommendations for ''right'' or ''optimal'' industrial policy in certain contexts based on trade rules, case law and some countries'' real experiences. The author concludes this work with some thoughts on concrete actions to be taken at the WTO and national levels and in academic circles in order to better tackle industrial policy Trade Review'Professor Shadikhodjaev has written a must-have reference book for anyone who cares about the role of governments in the global economy and world trading system.' Julia Ya Qin, Wayne State University and Peking University International Law Institute'This informative book describes what forms of industrial policy are consistent with the rules of the World Trade Organization. The book is densely written and thick with legal terminology, but it is valuable as an authoritative reference work. In addition to analyzing WTO policies, Shadikhodjaev provides a useful catalog of areas where the WTO's rules are ambiguous and suggests how they might be clarified and improved.' Richard N. Cooper, Foreign AffairsTable of ContentsPart I. General Tools of Industrial Policy: 1. Industrial policy under the global trade regime; 1.1. The conceptual framework for industrial policy; 1.2. The multilateral trading system and industrial policy; 1.3. Concluding remarks; 2. Protection of domestic industry; 2.1. Border restrictions; 2.2. Taxes; 2.3. Product standards; 2.4. Protection of services industries; 2.5. Concluding remarks; 3. Promotion of domestic industry; 3.1. The economics of government subsidies; 3.2. The WTO subsidy regime; 3.3. Industrial policies in upstream sectors; 3.4. Concluding remarks; Part II. Special Topics of Industrial Policy: 4. Free zones and industrial development; 4.1. Free zones as an industrial policy tool; 4.2. Free zones under the revised Kyoto Convention; 4.3. Free zones under WTO rules; 4.4. Customs and trade rules: some questions of concurrent application; 4.5. Concluding remarks; 5. Local content requirements and industrialization; 5.1. LCRs and world practice; 5.2. Review of the economic literature; 5.3. The scope of the WTO-applicability to LCRs; 5.4. Legality of LCRs under WTO rules; 5.5. Data localization requirements as an emerging issue; 5.6. Concluding remarks; 6. The greening of industrial policy; 6.1. Environmental dimensions of industrial policy and trade; 6.2. Border carbon adjustments; 6.3. Renewable energy subsidies; 6.4. Environmental labels; 6.5. Environmental exceptions under GATT Article XX; 6.6. Harmonization of the trade and environmental regimes; 6.7. Concluding remarks; 7. Industrial policy in the age of creative economy; 7.1. Creative economy as a new paradigm of industrial policy; 7.2. The status of creative products under the WTO legal framework; 7.3. Creative economy and technological progress under WTO law; 7.4. Policy space for trade restrictions on creative products; 7.5. Concluding remarks.

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Book SynopsisThe Law of Hedge Funds is a concise yet comprehensive guide to the law in this area. Practical and user-friendly, it covers all the relevant legal aspects involved, including choice of jurisdiction and vehicle, service providers, prime brokerage, fund directors, the regulatory environment in the UK, the EU and the USA, marketing in various different jurisdictions, taxation, employment and the in-house perspective. This second edition has been updated to take account of the changes introduced by the Alternative Investment Funds Managers Directive (AIFMD).

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Book Synopsis“The richness, clarity and nuances of the structure and methodology followed by the contributors make the book a very valuable tool for students... seeking to obtain a general understanding of the market and how it is regulated.” – Ligia Catherine Arias Barrera, Banking & Finance Law Review The fully updated edition of this user-friendly textbook continues to systematise the European law governing capital markets and examines the underlying concepts from a broadly interdisciplinary perspective. The 3rd edition deals with 3 central developments: the project of the capital markets union; sustainable finance; and the further digitalisation of financial instruments and securities markets. The 1st chapter deals with the foundations of capital markets law in Europe, the 2nd explains the basics, and the 3rd examines the regime on market abuse. Chapter 4 explores the disclosure system and chapter 5 short-selling and high-frequency trading. The role of intermediaries, such as financial analysts, rating agencies, and proxy advisers, is described in chapter 6. Chapter 7 explains compliance and corporate governance in investment firms and chapter 8 illustrates the regulation of benchmarks. Finally, chapter 9 deals with public takeovers. Throughout the book emphasis is placed on legal practice, and frequent reference is made to the key decisions of supervisory authorities and courts. This is essential reading for students involved in the study of capital markets law and financial law.Trade ReviewThis work is probably the best treatise on European securities market law. … The book's greatest virtue is that this very important sector of the economy is approached from an interdisciplinary, systematic and dogmatic perspective. This point of view is not so common and is undoubtedly one of the main merits of the book. * Revista de derecho mercantil [Bloomsbury translation] *This book provides essential background information for understanding European capital markets law. -- Toshiaki Yamanaka * University of Tsukuba *Table of ContentsSUMMARY CONTENTS 1 Foundations of Capital Markets Legislature in Europe § 1. History (Rüdiger Veil) § 2. Concept and Aims of Capital Markets Regulation (Rüdiger Veil) § 3. Legislative Powers for Regulating and Harmonising Capital Markets in Europe (Rüdiger Veil) § 4. Rule-Making Process (Fabian Walla) § 5. Sources of Law and Principles of Interpretation (Rüdiger Veil) § 6. Intra- and Interdisciplinarity (Rüdiger Veil) 2 Basics of Capital Markets Law § 7. Capital Markets (Rüdiger Veil) § 8. Financial Instruments (Rüdiger Veil) § 9. Market Participants (Rüdiger Veil) § 10. Cryptoassets and DLT Market Infrastructures (Rüdiger Veil) § 11. Capital Markets Supervision (Fabian Walla) § 12. Sanctions (Rüdiger Veil) 3 Market Abuse § 13. Foundations (Rüdiger Veil) § 14. Insider Dealing (Rüdiger Veil) § 15. Market Manipulation (Rüdiger Veil) 4 Disclosure System § 16. Foundations (Hendrik Brinckmann) § 17. Prospectus Disclosure (Rüdiger Veil) § 18. Periodic Disclosure (Hendrik Brinckmann) § 19. Disclosure of Inside Information (Rüdiger Veil) § 20. Disclosure of Major Holdings (Rüdiger Veil) § 21. Directors’ Dealings (Rüdiger Veil) § 22. Corporate Governance and Shareholder Rights (Rüdiger Veil) 5 Trading Activities § 23 Investment Objectives (Rüdiger Veil) § 24 Short Sales and Credit Default Swaps (Fabian Walla) § 25 Algorithmic Trading and High-Frequency Trading (Marcus Lerch) 6 Intermediaries § 26 Financial Analysts (Rüdiger Veil) § 27 Rating Agencies (Rüdiger Veil) § 28 Proxy Advisors (Rüdiger Veil) 7 Investment Firms § 29 Foundations (Rüdiger Veil) § 30 Investment Services (Rüdiger Veil) § 31 Product Intervention (Rüdiger Veil) § 32 Foundations of Compliance (Malte Wundenberg) § 33 Compliance Requirements (Malte Wundenberg) § 34 Governance (Malte Wundenberg) 8 Regulation of Benchmarks § 35 Foundations (Malte Wundenberg) § 36 Market Supervision and Organisational Requirements (Malte Wundenberg) 9 Takeover Law § 37 Foundations (Rüdiger Veil) § 38 Public Takeovers (Rüdiger Veil) § 39 Mandatory Bid (Rüdiger Veil) § 40 Defence against Takeover Bids (Rüdiger Veil)

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Book SynopsisInternational trade is a critical component of the U.S. economy, with U.S. merchandise imports and exports amounting to $2.2 trillion and $1.5 trillion in 2011, respectively. The efficient flow of legally traded goods in and out of the United States is thus a vital element of the country''s economic security. U.S. Customs and Border Protection (CBP), within the Department of Homeland Security (DHS), is the primary agency charged with ensuring the smooth flow of trade through U.S. ports of entry. CBP''s policies with regard to U.S. imports are designed to: facilitate the smooth flow of imported cargo through U.S. ports of entry; enforce trade and customs laws designed to protect U.S. consumers and business and to collect customs revenue; and enforce import security laws designed to prevent weapons of mass destruction, illegal drugs, and other contraband from entering the U.S. - a complex and difficult mission. This book describes and analyses import policy and CBP''s role in the U.S. import process, with a focus on the legislative history of customs laws; "trusted trader" programs to improve enforcement of intellectual property and trade remedy laws, to strengthen cargo scanning practices, and/or to promote modernisation of customs data systems.

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Book SynopsisThroughout its history, the Department of Defense (DOD) has relied on contractors to support a wide range of military operations. Operations over the last thirty years have highlighted the critical role that contractors play in supporting U.S. troops - both in terms of the number of contractors and the type of work being performed. Over the last decade in Iraq and Afghanistan, and before that, in the Balkans, contractors accounted for 50% or more of the total military force. Regardless of whether future operations are similar to, or significantly different from, those of the past decade most analysts and defence officials believe that contractors will continue to play a central role in overseas military operations. Consequently, these observers believe that the DOD should be prepared to effectively award and manage contracts at a moment''s notice, anywhere in the world, in unknown environments, and on a scale that may exceed the total contract obligations of any other federal agency. This book provides background information and identifies issues for Congress on the use of contractors to support military operations. The DOD''s extensive use of contractors poses several potential policy and oversight issues for Congress and has been the focus of numerous hearings. Congress'' decisions on these issues could substantially affect the extent to which the DOD relies on contractors in and is capable of planning for and overseeing contractors in future operations.

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Book SynopsisThe United States cannot be confident that our critical Information Technology (IT) systems will work under attack from a sophisticated and well-resourced opponent utilising cyber capabilities in combination with all of their military and intelligence capabilities. While the Department of Defense takes great care to secure the use and operation of the "hardware" of its weapon systems, these security practices have not kept up with the cyber adversary tactics and capabilities. Further, the same level of resource and attention is not spent on the complex network of information technology (IT) systems that are used to support and operate those weapons or critical cyber capabilities embedded within them. This book provides recommendations for a workable framework; details about how the Department could prepare to operate in a cyber-contested environment; and the task force describes the specific aspects of the cloud computing configuration that are relevant to avoid the simple choice of public or private clouds.

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Book SynopsisThis guide covers open-end funds (typically referred to as mutual funds), closed-end funds and exchange-traded funds. It is intended to assist directors of investment companies registered under the Investment Company Act of 1940 in fulfilling their responsibilities. Since 2006 when the third edition was published, there have been significant developments affecting funds in the wake of the 2008-2009 financial crisis and the resulting legislation, the Dodd-Frank Act. There also has been increased civil litigation involving funds and their service providers, and a more active role of the SEC and its staff in asserting securities law fund-related violations, including SEC enforcement actions against independent directors brought under the 1940 act's compliance rule. This guidebook provides directors with an overview of the functions, responsibilities, and potential liabilities of fund directors; information about the structure and operations of the board and its relationship to the investment adviser, the distributor, and others; assistance to directors in discharging their responsibilities; suggestions as to how independent directors can best fulfill their responsibilities.

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Book SynopsisThis Hornbook is a comprehensive secondary source for the study of Securities Regulation. It also can serve as a lawyer's desk book. Coverage includes definition of "security," registration and disclosure obligations under the Securities Act of 1933, exemptions from registration, reporting obligations under the Securities Exchange Act of 1934, the proxy rules, tender offer regulation, and civil liabilities. The book treats broker-dealer regulation, market regulation, and the administrative role of the SEC, as well as proxy rules, insider trading, the Investment Company Act and the Investment Advisers Act. This new edition reflects recent SEC rulemaking, including important amendments to exemptions from registration, new broker-dealer obligations, as well as recent Supreme Court and many other case law developments.

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Book SynopsisThis is the nation’s first and oldest casebook on securities regulation. This edition has been streamlined for easier use, but it continues to provide instructors and students with the full range of tools for the in-depth study of securities regulation. It has been revised and updated to take into account the following: Initial coin offerings and sales of other crypto-assets Changes in the primary and secondary capital markets, including high frequency trading Certain amendments to the public disclosure requirements Amendments to the limited offering exemptions The ongoing debate around elements of Rule 10b–5 Regulation Best Interest Recent Supreme Court cases, including their implications for certain civil litigation and the SEC’s continued reliance on administrative proceedings

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Book SynopsisNew book purchase includes complimentary digital access to the eBook.Selections in the book include the text of basic federal securities laws, related Securities and Exchange Commission (SEC) rules and forms, and other selected related laws and regulations. It is designed as a supplement to securities regulation texts used in law school courses, but it can also serve as a reference for lawyers, securities professionals, and corporate officers. The booklet contains changes made through November 2021.

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Book SynopsisThis unique and detailed Handbook provides a comprehensive source of analysis and research on alternative investment funds in the EU, the US and other leading jurisdictions. Expert contributors offer an unparalleled perspective on the contemporary alternative funds industry, the main areas of regulatory policy concern surrounding its activities, and the role that alternative funds have played in recent financial crises, as well as an account of the rules governing their operation in selected jurisdictions. Providing insight and analysis of the contemporary investment funds industry at a time of crisis and transition, the Research Handbook on Hedge Funds, Private Equity and Alternative Investments will be a valuable tool for scholars, practitioners and policy makers alike. Contributors include: J. Adams, P. Athanassiou, A. Brav, T. Bullman, L. Chincarini, D.K. Das, A. Erskine, F. Goltz, N. Greene, D. Harrison, A. Hankova, M. Jickling, W. Jiang, H. Kim, V. Krepely Pool, M. Lamandini, N. Lang, F.-S. Lhabitant, H. McVea, T. Oatley, L. Phalippou, D. Schroeder, M. Stromqvist, W.K. Winecoff, P. YeohTable of ContentsContents: Preface Introduction PART I: FOUNDATIONS 1. Hedge Funds – An Introduction Ludwig Chincarini 2. Europe’s Hedge Fund Industry – An Overview Andrea Hankova and François-Serge Lhabitant 3. Sovereign-wealth Funds – A Paradigm Shift in Capital Flows in the Global Economy Dilip K. Das 4. Private Equity Funds’ Performance, Risk and Selection Ludovic Phalippou PART II: REGULATORY ISSUES 5. Alternative Investments and Retail Investors – A Bold but Risky Experiment Harry McVea 6. Hedge Fund Reporting Felix Goltz and David Schröder 7. Hedge Fund Activism Alon Brav, Wei Jiang and Hyunseob Kim 8. Hedge Funds and the Detection of Managerial Fraud Veronika Krepely Pool 9. Self-regulation – What Future in the Context of Hedge Funds? Marco Lamandini 10. Hedge Fund Regulation through Competition Law Principles – Some Reflections David Harrison PART III: ALTERNATIVE INVESTMENT FUNDS – FAILURES AND FINANCIAL CRISES 11. Lessons of Long-Term Capital Management and Amaranth Advisors Mark Jickling 12. Hedge Funds and their Impact on Systemic Stability Maria Strömqvist 13. Sovereign Default Risks in the Economic and Monetary Union and the Role of Vulture Funds Peter Yeoh PART IV: COMPARATIVE PERSPECTIVES AND FUTURE PROSPECTS 14. US Regulation of Investment Advisers and Private Investment Funds – A Concise Overview Nathan Greene and John Adams 15. German Alternative Investment Fund Regulation – Wrong Answers to the Wrong Questions? Norbert Lang 16. Hedge Funds, Private Equity and Alternative Investment in Australia Alex Erskine 17. The EU’s AIFM Directive and its Impact – An Overview Phoebus Athanassiou and Thomas Bullman 18. The Domestic Rooting of Financial Regulation in an Era of Global Capital Markets Thomas Oatley and W. Kindred Winecoff Index

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Book SynopsisRegulatory competition within Europe and internationally, operates in several fields with different outcomes. This book offers a comparative legal and economic analysis of corporate, securities and competition law, exploring the reasons behind such differences.The book's conceptual framework covers the most relevant drivers of competition, including legal actors' incentives, channels of competition and governance design. It shows how the different drivers and institutional designs are shaping competitive interactions, drawing relevant conclusions for both general and field specific regulatory policy.Providing a comparative analysis of regulatory competition in three legal fields, this book will be a valuable resource for researchers and academics in law, economics and political science, as well as policymakers - legislator, regulator, judiciary - at both national and European levels.Contents: Foreword Preface 1. Regulatory Competition: What it is and What Remains to be Explored 2. Regulatory Competition in European Company Law 3. Regulatory Competition in European Securities Law 4. Regulatory Competition in EU Competition Law 5. Regulatory Competition in the Internal Market Bibliography IndexTrade Review'Dr Gabor's book is an important contribution to the academic study of regulatory competition and to the practice of regulation in the European Union. It therefore deserves a wide readership among both academics and practitioners. It will stimulate debate and help in the search for constructive solutions to the challenges facing modern Europe.' --Jonathan Faull, European Commission, Internal Market and Services, College of Europe, Brugge and Institute of European Studies, Vrije Universiteit Brussel, Belgium'Barbara Gabor's masterful overview of regulatory competition issues as they relate to the European Union is a must read; political scientists, economists, and lawyers will find value in this comprehensive and thoughtful work by an able young scholar.' --Daniel Rubinfeld, University of California, Berkeley, USTable of ContentsContents: Foreword Preface 1. Regulatory Competition: What it is and What Remains to be Explored 2. Regulatory Competition in European Company Law 3. Regulatory Competition in European Securities Law 4. Regulatory Competition in EU Competition Law 5. Regulatory Competition in the Internal Market Bibliography Index

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Book SynopsisThis fascinating Handbook provides a clear explanation of the securities market regulation regime in the United States. A diverse set of contributors offer a comprehensive overview of the regulatory process, Dodd-Frank, the principal securities statutes, and the regulators and market participants involved. In addition to a general summary of the topic, this volume provides detailed explanations of the process for registering securities, exemptions from registration, secondary distributions, and the underwriting process.Scholars and students of financial law, banking and regulatory law will find this book a useful resource, as will attorneys, compliance professionals, risk-mitigation professionals and corporate leaders.Contributors: B. Black, L.A. Blau, R.C. Campos, P. Evans, J. Fanto, J. Gabilondo, Z.J. Gubler, T.L. Hazen, W.A. Kaal, A.B. Laby, M. Liston, J. MacLeod Heminway, M.Q. PazTable of ContentsContents: Introduction 1. Overview Jerry W. Markham 2. The Definition of “Security” Under the Federal Securities Laws Arthur B. Laby 3. The Integrated Disclosure System Rigers Gjyshi 4. Exemptions from 1933 Act Registration Thomas L. Hazen 5. The Underwriting Process and Secondary Distribution Zachary J. Gubler 6. Secondary Markets Roel C. Campos and Marlon Q. Paz 7. The Rise of Risk-Based Regulatory Capital: Liquidity and Solvency Standards for Financial Intermediaries José Gabilondo 8. Investment Adviser Regulation Wulf A. Kaal 9. Corporate Governance and the Regulation of Mergers and Acquisitions Jerry W. Markham and Rigers Gjyshi 10. The Sarbanes-Oxley Act of 2002: A Regulatory Hodge-Podge Arising from Highly Visible Financial Fraud Joan Macleod Heminway 11. Regulation of Derivative Instruments Jerry W. Markham 12. An Overview of Compliance-Related Issues in Broker-Dealer Regulation James Fanto 13. Fraud, Manipulation and Other Prohibited Practices Jerry W. Markham 14. The Past, Present and Future of Securities Arbitration Between Customers and Brokerage Firms Barbara Black 15. Private Rights of Action Under U.S. Securities Laws: Key Differences between Litigation and Arbitration of Securities Disputes, Limited Right of Action Against Investment Advisers, and the Uncertain Future of Class Litigation Leslie A. Blau, Mark Liston and Peter Evans 16. Comparative Analysis of Global Securities Regulation Jerry W. Markham Index

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Book SynopsisBringing together the most important articles from leading authors in the field, Professor Geoffrey Miller's new collection, Economics of Securities Law, is an essential resource for students, policymakers and those interested in the history and current status of the subject. The papers included represent fundamental contributions that shaped later thinking, illustrate approaches that have proven durably influential or represent important challenges to conventional views. The collection also explores new approaches, such as behavioural economics, alongside 'Chicago School' papers, comparative analyses and influential works by people involved in the creation of laws governing modern securities markets.Table of ContentsContents: Introduction Geoffrey P. Miller PART I ORIGINS 1. Jonathan R. Macey and Geoffrey P. Miller (1991), ‘Origin of the Blue Sky Laws’, Texas Law Review, 70 (2), December, 347–97 2. William O. Douglas and George E. Bates (1933), ‘The Federal Securities Act of 1933’, Yale Law Journal, 43 (2), December, 171–217 PART II DISCLOSURE 3. George J. Stigler (1964), ‘Public Regulation of the Securities Markets’, Journal of Business, 37 (2), April, 117–42 4. George J. Benston (1973), ‘Required Disclosure and the Stock Market: An Evaluation of the Securities Exchange Act of 1934’, American Economic Review, 63 (1), March, 132–55 5. Gregg A. Jarrell (1981), ‘The Economic Effects of Federal Regulation of the Market for New Security Issues’, Journal of Law and Economics, 24 (3), December, 613–75 6. Frank H. Easterbrook and Daniel R. Fischel (1984), ‘Mandatory Disclosure and the Protection of Investors’, Virginia Law Review, 70 (4), May, 669–715 7. John C. Coffee, Jr. (1984), ‘Market Failure and the Economic Case for a Mandatory Disclosure System’, Virginia Law Review, 70 (4), May, 717–53 8. Paul G. Mahoney (1995), ‘Mandatory Disclosure as a Solution to Agency Problems’, University of Chicago Law Review, 62 (3), Summer, 1047–112 9. Douglas W. Diamond (1985), ‘Optimal Release of Information by Firms’, Journal of Finance, 40 (4), September, 1071–94 PART III EFFICIENT MARKETS 10. Eugene F. Fama (1970), ‘Efficient Capital Markets: A Review of Theory and Empirical Work’, Journal of Finance, Papers and Proceedings, 25 (2), May, 383–417 11. Michael C. Jensen (1978), ‘Some Anomalous Evidence Regarding Market Efficiency’, Journal of Financial Economics, 6 (2–3), June–September, 95–101 12. Charles M.C. Lee, Andrei Shleifer and Richard H. Thaler (1991), ‘Investor Sentiment and the Closed-End Fund Puzzle’, Journal of Finance, 46 (1), March, 75–109 13. Sanford J. Grossman and Joseph E. Stiglitz (1980), ‘On the Impossibility of Informationally Efficient Markets’, American Economic Review, 70 (3), June, 393–408 14. Ronald J. Gilson and Reinier Kraakman (2014), ‘Market Efficiency After the Financial Crisis: It's Still a Matter of Information Costs’, Virginia Law Review, 100 (2), April, 313–75 PART IV ASSET PRICING AND DIVERSIFICATION 15. Harry Markowitz (1952), ‘Portfolio Selection’, Journal of Finance, 7 (1), March, 77–91 16. William F. Sharpe (1964), ‘Capital Asset Prices: A Theory of Market Equilibrium Under Conditions of Risk’, Journal of Finance, 19 (3), September, 425–42 PART V SECURITIES CLASS ACTIONS 17. Jonathan R. Macey and Geoffrey P. Miller (1990), ‘Good Finance, Bad Economics: An Analysis of the Fraud-on-the-Market Theory’, Stanford Law Review, 42, April, 1059–92 18. John C. Coffee, Jr. (2006), ‘Reforming the Securities Class Action: An Essay on Deterrence and Its Implementation’, Columbia Law Review, 106 (7), November, 1534–86 19. Donald C. Langevoort (2009), ‘Basic at Twenty: Rethinking Fraud on the Market’, Wisconsin Law Review, 2009 (2), April, 151–98 Index Volume II An introduction to both volumes by the editor appears in Volume I PART I TAKEOVERS 1. Henry G. Manne (1965), ‘Mergers and the Market for Corporate Control’, Journal of Political Economy, 73 (2), April, 110–20 2. Frank H. Easterbrook and Daniel R. Fischel (1981), ‘The Proper Role of a Target’s Management in Responding to a Tender Offer’, Harvard Law Review, 94 (6), April, 1161–204 3. Lucian A. Bebchuk (1982), ‘The Case for Facilitating Competing Tender Offers’, Harvard Law Review, 95, 1028–56 4. Michael C. Jensen and Richard S. Ruback (1983), ‘The Market for Corporate Control: The Scientific Evidence’, Journal of Financial Economics, 11 (1–4), April, 5–50 PART II INSIDER TRADING 5. Henry G. Manne (1966), ‘In Defense of Insider Trading’, Harvard Business Review, 44, November–December, 113–22 6. Dennis W. Carlton and Daniel R. Fischel (1982), ‘The Regulation of Insider Trading’, Stanford Law Review, 35, May, 857–95 7. David D. Haddock and Jonathan R. Macey (1986), ‘A Coasian Model of Insider Trading’, Northwestern University Law Review, 80 (6), 1449–72 8. James D. Cox (1986), ‘Insider Trading and Contracting: A Critical Response to the “Chicago School”’, Duke Law Journal, 35 (4), September, 628–59 9. Lawrence R. Glosten and Paul R. Milgrom (1985), ‘Bid, Ask and Transaction Prices in a Specialist Market with Heterogeneously Informed Traders’, Journal of Financial Economics, 14 (1), March, 71–100 PART III BEHAVIOURAL FINANCE 10. Malcolm Baker, Jeffrey Wurgler and Yu Yuan (2012), ‘Global, Local, and Contagious Investor Sentiment’, Journal of Financial Economics, 104 (2), May, 272–87 11. David Hirshleifer (2001), ‘Investor Psychology and Asset Pricing’, Journal of Finance, 56 (4), August, 1533–97 12. Robert J. Shiller (2003), ‘From Efficient Markets Theory to Behavioral Finance’, Journal of Economic Perspectives, 17 (1), Winter, 83–104 13. Stephen J. Choi and A.C. Pritchard (2003), ‘Behavioral Economics and the SEC’, Stanford Law Review, 56 (1), October, 1–73 PART IV REGULATORY DESIGN 14. Roberta Romano (1998), ‘Empowering Investors: A Market Approach to Securities Regulation’, Yale Law Journal, 107, 2359–430 15. Jennifer H. Arlen and William J. Carney (1992), ‘Vicarious Liability for Fraud on Securities Markets: Theory and Evidence’, University of Illinois Law Review, 1992, 691–740 PART V THE ROLE OF SHAREHOLDERS 16. John C. Coffee, Jr. (1991), ‘Liquidity Versus Control: The Institutional Investor as Corporate Monitor’, Columbia Law Review, 91 (6), October, 1277–368 17. Marcel Kahan and Edward Rock (2011), ‘The Insignificance of Proxy Access’, Virginia Law Review, 97, 1347–434 18. Henry T.C. Hu and Bernard Black (2006), ‘Empty Voting and Hidden (Morphable) Ownership: Taxonomy, Implications, and Reforms’, Business Lawyer, 61 (3), May, 1011–70 PART VI COMPARATIVE PERSPECTIVE 19. Rafael La Porta, Florencio Lopez-de-Silanes and Andrei Shleifer (2006), ‘What Works in Securities Laws?’, Journal of Finance, 61 (1), February, 1–32 Index

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Book SynopsisWhile the internal market has been at the heart of the European project from the very beginning, it has rarely been the subject of sustained and comprehensive scholarly examination in its entirety. In the face of profound legal, political and policy pressures, this timely Research Handbook reflects on the cutting-edge issues, horizontal themes and the big questions which illuminate the shape of the internal market. It places the law and policy of the internal market within the context of the financial crisis and the existential questions this has raised for future European integration. In a departure from existing literature in the field, expert contributors approach the four freedoms as a functional whole and identify horizontal and overarching themes that have emerged over the years. The Research Handbook on the Law of the EU's Internal Market addresses six overarching themes: the reach of the internal market, the relationship between economic and non-economic interests, the internal market as an economic union, uniformity versus diversity, the governance and politics of the internal market, and the internal market in the world. This perceptive Research Handbook will be fascinating reading for academics and students in EU law and European studies. It will also be an invaluable resource for practitioners, policy makers, and anyone interested in the future of the internal market in particular and European integration in general.Contributors include: C. Barnard, T. Beukers, A. Cédelle, P. Craig, M. Cremona, G. Davies, F. De Witte, M. Egan, S. Enchelmaier, V. Hatzopoulos, H. Hofmann, T. Horsley, E. Howell, P. Koutrakos, I. Maletic, M. Markakis, H. Micklitz, N. Nic Shuibhne, J. Payne, W.-H. Roth, A. Saydé, C. Sieburgh, J. Snell, J. Vella, H. Vedder, P. Wattel, S. WeatherillTrade Review'Even with the expanding reach of EU law, the law relating to the internal market continues to constitute a centre-piece of the EU legal order. There is an extensive literature on the economic freedoms in particular but surprisingly little exists in terms of an overall analysis. This book fills this gap in an eminent way and it will no doubt contribute to our understanding of not only the internal market but also the EU constitutional and legal order more generally.' --Allan Rosas, European Court of JusticeTable of ContentsContents: 1. Internal Market: An Introduction Panos Koutrakos and Jukka Snell PART I THE REACH OF THE INTERNAL MARKET 2. Between Market Access and Discrimination: Free Movement as a Right to Fair Conditions of Competition Gareth Davies 3. Freedom as a Source of Constraint: Expanding Market Discipline through Free Movement Alexandre Saydé 4. Horizontality: The Application of the Four Freedoms to Restrictions Imposed by Private Parties Stefan Enchelmaier 5. The Competence to Harmonise and Its Limits Stephen Weatherill 6. The Day the Clock Stopped: EU Citizenship and the Single Market Catherine Barnard PART II THE RELATIONSHIP BETWEEN ECONOMIC AND NON-ECONOMIC INTERESTS 7. The Architecture of the EU’s Social Market Economy Floris de Witte 8. Healthcare in the Internal Market Vassilis Hatzopoulos 9. Integrating Rather than Juxtaposing Environmental Policy and the Internal Market Hans Vedder 10. Primary EU law, European Regulatory Private Law and National Private Law Hans W. Micklitz and Carla Sieburgh 11. Fundamental Rights and the Framework of Internal Market Adjudication: Is the Charter Making a Difference? Niamh Nic Shuibhne PART III INTERNAL MARKET AS AN ECONOMIC UNION 12. The Creation of a European Capital Market Jennifer Payne and Elizabeth Howell 13. The Eurozone Crisis and the Autonomy of Member States in Economic Union: Changes and Challenges Thomas Beukers 14. The Euro Area, Its Regulation and Impact on Non-Euro Member States Paul Craig and Menelaos Markakis PART IV UNIFORMITY VERSUS DIVERSITY 15. Taxation in the Internal Market Peter J. Wattel 16. Differentiated Integration in the EU: Lessons from the Financial Transaction Tax Anzhela Cédelle and John Vella 17. Derogations from the Regulation of Free Movement: Article 114 TFEU Isidora Maletić PART V THE GOVERNANCE AND POLITICS OF THE INTERNAL MARKET 18. Institutional Dynamics Reloaded: The Court of Justice and the Development of the EU Internal Market Thomas Horsley 19. Mutual Recognition Wulf-Henning Roth 20. European Regulatory Union? The Role of Agencies and Standards Herwig C.H. Hofmann PART VI THE INTERNAL MARKET IN THE WORLD 21. The Internal Market and External Economic Relations Marise Cremona 22. The Evolution of Single Markets in Europe and the United States Michelle Egan Index

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Book SynopsisCapital markets are a continuous stream of activity and innovation. Constantly evolving and inherently dynamic, they give rise to complex regulatory and policy issues and offer rich material for analysis. Additionally, globalization has incentivized cross-border listings and international flows of capital. Global Capital Markets takes stock of recent trends and events by exploring their legal and regulatory implications across several jurisdictions from around the world. This book provides a critical analysis of current issues including investor activism, the challenges of cross-border regulatory enforcement and recent initiatives to empower shareholders to improve corporate governance. It also surveys longer-term trends such as the development of the nascent capital markets law in China over the last two decades and discusses the emerging issues from the increased use of dual class voting shares. Case studies draw on examples from nations such as the US, Canada, Europe, China, India and New Zealand. Timely and incisive, this book will appeal to students and academics in international corporate and securities law.Contributors incude: A. Anand, Q. Bu, H. Donegan, T. Keeper, Y.-H. Lin, A.B Majumdar, C. Malberti, T. Rodríguez de las Heras Ballell, U. VarottilTable of ContentsContents: Introduction P.M. Vasudev and Susan Watson Part I Investors and the Stock Market 1. Implications of Shareholder Activism Anita Anand 2. Suspension of Chinese Units of ‘Big 4’ Audit Firms: The Question of Moral Turpitude Qingxiu Bu 3. The Proposed Directive on the Encouragement of Long-Term Shareholder Engagement in European Listed Companies: A Critical Appraisal Corrado Malberti Part II Capital Markets Development and the Law 4. Revisiting Corporate Control-Enhancing Mechanisms Yu-Hsin Lin 5. Law and Finance: From ‘Transplantation’ to ‘Better’ Corporate Governance in China Heida Donegan Part II Crowdfunding 6. The Two-Sided Effect of Crowdfunding: The Visible Effect on Capital Markets Regulation and the Unperceived Effect on Company Law Teresa Rodríguez de las Heras Ballell 7. Regulating Equity Crowdfunding in India: Walking a Tightrope Arjya B. Majumdar and Umakanth Varottil 8. A Critical Examination of Crowdfunding within the ‘Long White Cloud’ (New Zealand) Trish Keeper Index

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Book SynopsisThis book explores how the globalization of securities markets has affected market manipulation and insider trading. It delves into the responses of securities regulators, discussing new regulations designed to deter such misconduct, as well as they ways in which detection, investigation and prosecution techniques are adapting to tackle insider trading and market manipulation that crosses international boundaries.Janet Austin concisely and clearly explains changes to securities markets that have taken place over the last few decades and their impacts, as well as the main detection and investigative techniques of securities regulators. She also provides an analysis of how the work of the International Organization of Securities Commissions (IOSCO) is assisting securities regulators as they gather information and evidence they need in order to prosecute these market offences. The book concludes with suggestions for the IOSCO and securities regulators to improve their efforts in addressing cross-border market manipulation and insider trading, with a view to enhancing the overall integrity of the securities markets.The approachable analysis and hard-to-find information in this book make it a valuable resource for securities regulators, legal practitioners, and academics.Trade Review‘Reading this book will certainly enrich knowledge and sharpen our understanding of the concept of insider trading and market manipulation.’ -- Rustam Mirrakhimov, Journal of International Banking Law and Regulation‘Janet Austin has made an important contribution to improving crossborder enforcement of market abuse by taking a close look at what has been done so far, what is working, and what needs to happen next.’ -- Gail E Henderson, Banking & Finance Law Review‘Few books on capital market regulation are more welcome than a treatise on insider trading! Bravo to Professor Austin for writing such a clear yet detailed and insightful analysis regarding cross-border enforcement of insider trading violations. A wonderful piece of writing.’ -- Anita Anand, University of Toronto, Canada‘Janet Austin has produced an engaging text, which individuals, from both a legal and non-legal background, can appreciate.’ -- Nicole Johnstone, International Trade & Business Law ReviewTable of ContentsContents: Preface 1. Introduction 2. The importance of taking enforcement action against cross border insider trading and market manipulation 3. The transformation of markets driving cross border insider trading and market manipulation 4. Investigating and enforcing insider trading and market manipulation laws across borders 5. Case studies of cross border insider trading and market manipulation 6. IOSCO and the IOSCO Multilateral Memorandum of Understanding Concerning Consultation and Cooperation 7. The role of IOSCO going forward 8. Conclusion and recommendations Bibliography Index

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Book SynopsisIn the minds of some, complying with the U.S. Foreign Corrupt Practices Act and related laws is easy: 'you just don't bribe.' The reality, as sophisticated professionals should know, is not so simple. This book is for professionals across various disciplines who can assist in risk management and want to learn strategies for minimizing risk under aggressively enforced bribery laws. Written by a leading expert with real-world practice experience, this book elevates knowledge and skills through a comprehensive analysis of all legal authority and other relevant sources of information. It also guides readers through various components of compliance best practices from the fundamentals of conducting a risk assessment, to effectively communicating compliance expectations, to implementing and overseeing compliance strategies. With a focus on active learning, this book allows readers to assess their acquired knowledge through various issue-spotting scenarios and skills exercises and thereby gain confidence in their specific job functions. Anyone seeking an informed and comprehensive understanding of the modern era of enforcement of bribery laws and related risk management strategies will find this book to be a valuable resource including in-house compliance personnel, FCPA and related practitioners, board of director members and executive officers.Trade Review'Professor Mike Koehler is a leading authority on anti-corruption. He uses that knowledge to anticipate trends in the law and to distill the principles and actions that matter in practice. For companies that want to get the most value out of their anti-corruption efforts, Professor Koehler's advice is invaluable.' --Jay Jorgensen, Executive Vice President and Global Chief Ethics and Compliance Officer, Walmart, US'For years, Mike Koehler - also known as the ''FCPA Professor'' - has been a leading voice in an important conversation about one of the key enforcement priorities of the United States government. This book is a prime example of why corporate compliance professionals and practitioners alike continue listen to Professor Koehler. His rigorous discussion and analysis of the legal framework underlying the FCPA is a must read.' --Jay Darden, Paul Hastings LLP and former Assistant Chief, Department of Justice Fraud Section'Professor Mike Koehler is an authoritative and practical voice in understanding the Foreign Corrupt Practices Act and the many related US and foreign laws and regulations impacting how companies conduct business in the global economy. He has an encyclopedic knowledge of the FCPA and distills it into understandable and user-friendly teachings that both lawyers and non-lawyers can understand and use.' --Claudius Sokenu, Andeavor, USTable of ContentsContents: Introduction and Overview 1. A Diverse Group of Professionals Need Skills to Spot Risk under the FCPA and Related Laws 2. The FCPA’s Core Anti-Bribery Provisions and Related Risk Management Strategies 3. A Focus on Third Parties and Related Risk Management Strategies 4. The FCPA’s Exception, Affirmative Defenses and Related Risk Management Strategies 5. The FCPA’s Books and Records and Internal Controls Provisions 6. Compliance Best Practices and the Fundamentals of Conducting a Risk Assessment 7. Implementing a Compliance Program and Effectively Communicating Compliance Expectations 8. Overseeing A Compliance Program Conclusion Index

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Book SynopsisIn the minds of some, complying with the U.S. Foreign Corrupt Practices Act and related laws is easy: 'you just don't bribe.' The reality, as sophisticated professionals should know, is not so simple. This book is for professionals across various disciplines who can assist in risk management and want to learn strategies for minimizing risk under aggressively enforced bribery laws. Written by a leading expert with real-world practice experience, this book elevates knowledge and skills through a comprehensive analysis of all legal authority and other relevant sources of information. It also guides readers through various components of compliance best practices from the fundamentals of conducting a risk assessment, to effectively communicating compliance expectations, to implementing and overseeing compliance strategies. With a focus on active learning, this book allows readers to assess their acquired knowledge through various issue-spotting scenarios and skills exercises and thereby gain confidence in their specific job functions. Anyone seeking an informed and comprehensive understanding of the modern era of enforcement of bribery laws and related risk management strategies will find this book to be a valuable resource including in-house compliance personnel, FCPA and related practitioners, board of director members and executive officers.Trade Review'Professor Mike Koehler is a leading authority on anti-corruption. He uses that knowledge to anticipate trends in the law and to distill the principles and actions that matter in practice. For companies that want to get the most value out of their anti-corruption efforts, Professor Koehler's advice is invaluable.' --Jay Jorgensen, Executive Vice President and Global Chief Ethics and Compliance Officer, Walmart, US'For years, Mike Koehler - also known as the ''FCPA Professor'' - has been a leading voice in an important conversation about one of the key enforcement priorities of the United States government. This book is a prime example of why corporate compliance professionals and practitioners alike continue listen to Professor Koehler. His rigorous discussion and analysis of the legal framework underlying the FCPA is a must read.' --Jay Darden, Paul Hastings LLP and former Assistant Chief, Department of Justice Fraud Section'Professor Mike Koehler is an authoritative and practical voice in understanding the Foreign Corrupt Practices Act and the many related US and foreign laws and regulations impacting how companies conduct business in the global economy. He has an encyclopedic knowledge of the FCPA and distills it into understandable and user-friendly teachings that both lawyers and non-lawyers can understand and use.' --Claudius Sokenu, Andeavor, USTable of ContentsContents: Introduction and Overview 1. A Diverse Group of Professionals Need Skills to Spot Risk under the FCPA and Related Laws 2. The FCPA’s Core Anti-Bribery Provisions and Related Risk Management Strategies 3. A Focus on Third Parties and Related Risk Management Strategies 4. The FCPA’s Exception, Affirmative Defenses and Related Risk Management Strategies 5. The FCPA’s Books and Records and Internal Controls Provisions 6. Compliance Best Practices and the Fundamentals of Conducting a Risk Assessment 7. Implementing a Compliance Program and Effectively Communicating Compliance Expectations 8. Overseeing A Compliance Program Conclusion Index

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Book SynopsisThis Research Handbook is a one-stop resource on global capital markets and the laws that regulate them. Focussing primarily on ‘mainstream’ capital markets, and framing them as an ecosystem in which the market players and regulators must co-exist, the chapters paint a canvas on which key cross-cutting themes are depicted, dissected and discussed.Featuring contributions from leading global experts, the Research Handbook delves into a range of issues including investment products such as equity finance; sustainable finance; fintech; impact investing; and private equity. It also provides analysis on institutional and procedural issues such as large and small companies' capital formation, the roles of institutional shareholders and information providers, and the practices and regulation of financial trading markets.International in scope, this Research Handbook will be of great value to scholars and practitioners in the field of financial law. It will also be a go-to source of information for policy makers in the financial markets sphere.Table of ContentsContents: Introduction PART I LAW AND REGULATION OF GLOBAL MARKETS 1 A law-and-finance perspective on capital markets 12 Mathias Siems 2 Technology, fintech and capital markets: the EU experience with digital transformation 26 Ross P. Buckley, Douglas W. Arner, Dirk A. Zetzsche, Rolf H. Weber and Mia Trzecinski 3 SME financing and European capital markets: understanding the rationale for reform 42 Jonathan McCarthy and Mary Donnelly PART II BUSINESS FINANCING AND ISSUERS 4 Private equity and venture capital: a critical assessment of their growth and self-regulation 58 Lin Lin 5 The future of the UK IPO 77 Jennifer Payne and Clara Martins Pereira 6 Finding an alternative to IPOs: direct listing and SPACs 94 Maria Lucia Passador 7 Equity finance for social enterprises 107 Dana Brakman Reiser and Anne Tucker 8 Capital market development in emerging economies 124 Judith E. Tyson PART III MARKET STRUCTURE, INTEGRITY AND GOVERNANCE 9 The quest to improve stability and efficiency in securities post-trading through technology: recent trends 142 Thomas Droll and Andrea Minto 10 Global central counterparties 157 Pierre Schammo 11 Regulating issuers’ disclosure of inside information: the diverging approaches in the European Union and the United States 172 Chiara Mosca and Chiara Picciau 12 Regulating market integrity: an offshore perspective 190 Andrew James Perkins 13 Regulating automated trading 204 Carsten Gerner-Beuerle PART IV EVOLUTION AND TRANSFORMATION IN SECURITIES PRODUCTS 14 The global derivatives market 220 Steven L. Schwarcz 15 Sustainable finance in global capital markets 236 Stephen Kim Park 16 Impact investing 251 Charlotte Villiers and Ida Levine 17 Islamic capital markets and products 269 Hossein Askari PART V INVESTORS, INTERMEDIARIES AND GATEKEEPERS 18 Institutional investors: at the crossroads of intermediation and corporate governance 286 Ramon Callis and Cally Jordan 19 Charting the indefatigable rise of public regulation of the investment management industry 301 Iris H.-Y. Chiu 20 Exchange-traded funds, capital market efficiency and systemic risk 318 Jay Cullen 21 Bond markets and credit rating agencies 334 Andrea Miglionico 22 Regulation of ESG accounting 349 Julia Morley PART VI COMPARATIVE AND CROSS-CUTTING PERSPECTIVES 23 Capital markets and corporate governance standards 371 Iain G. MacNeil and Irene-marié Esser 24 A critical review of the development of capital markets in India 386 Akshaya Kamalnath 25 The little market that could: facilitating cross-listing through unilateral regulatory recognition 400 Amir N. Licht Index 416

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Book SynopsisThis thought-provoking book challenges the way we think about the regulation of cryptoassets based on cryptographic consensus technology. Bringing a timely new perspective, Syren Johnstone critiques the application of a financial regulation narrative to cryptoassets, questions the assumptions on which it is based, and considers its impact on industry development.Providing new insights into the dynamics of oversight regulation, Johnstone argues that the financial narrative stifles the 'New Prospect' for the formation of novel commercial relationships and institutional arrangements. The book asks whether regulations developed in the 20th century remain appropriate to apply to a technology emerging in the 21st, suggesting it is time to think about how to regulate for ecosystem development. Johnstone concludes with proposals for reform, positing a new framework that facilitates industry aspirations while remaining sustainable and compatible with regulatory objectives.Rethinking the Regulation of Cryptoassets will be an invaluable read for policy makers, regulators and technologists looking for a deeper understanding of the issues surrounding cryptoasset regulation and possible alternative approaches. It will also be of interest to scholars and students researching the intersection of law, technology, regulation and finance.Trade Review‘Prof. Johnstone’s book on the regulation of cryptoassets forces us to think twice about the way we try to regulate the digital economy. He challenges the habit of the regulators to push new disruptive ideas and instruments into old frames and concepts, and invites them to move out of their comfort zone. Rethinking the Regulation of Cryptoassets is a complete account of the challenges we face in developing a crypto-economy and proposes a coherent and sustainable regulatory framework that ensures both market efficiency and technological relevance.’ -- Eva Kaili, Chair of the STOA Committee, Rapporteur of the Blockchain Resolution of the European Parliament, Brussels‘Cryptographic consensus technology presents extraordinary market opportunities but also raises a host of vexing regulatory challenges. Rethinking the Regulation of Cryptoassets maps this complex terrain and charts a way forward, offering a novel approach to the regulatory enterprise to protect against abuses while fostering innovation. Johnstone brings considerable legal, financial, and technological sophistication to the task, and his analysis is at once rigorous and accessible. This book will become essential reading on the future of cryptoassets.’ -- Christopher Bruner, University of Georgia School of Law, US‘The crypto industry moves fast and requires regulatory frameworks that can cater to that pace. Prof. Johnstone brings forward a number of ideas that are worth reflecting on as crypto assets are definitely here to stay.’ -- Henri Arslanian, Global Crypto Leader and Partner, PwC‘Johnstone provides a refreshing way to think about the regulatory limits of applying the standard financial narrative to a technology that is globally programmable but locally valuable. His DBA (Determined-By-Architecture) framework may help align regulation with the borderless possibilities of mathematics.’ -- Pindar Wong, Chairman, VeriFi (Hong Kong) LtdTable of ContentsContents: About the author Foreword Preface Why cryptoasset regulation needs rethinking: an introduction PART I THE INITIAL JOURNEY Acquiring the tradition 2 Cypher fundamentals 3 Responses from the centre PART II THE PRIMARY ISSUES 4 Applying securities laws to cryptoassets 5 Regulatory building blocks and other concerns 6 Complexities in a developing technology PART III THE SECONDARY MARKET 7 An emerging market 8 Cryptoexchange models 9 The concept of an exchange 10 Regulatory concerns PART IV INFLUENCES AND CONSIDERATIONS 11 The ordering of progress 12 Ecosystem development 13 Incrementalism and paradigms PART V FUTURE DIRECTIONS 14 Responding to change 15 Proposals for policy development 16 The origin of cryptocommunity Suggested readings Postscript Index

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Book SynopsisElgar Advanced Introductions are stimulating and thoughtful introductions to major fields in the social sciences, business and law, expertly written by the world’s leading scholars. Designed to be accessible yet rigorous, they offer concise and lucid surveys of the substantive and policy issues associated with discrete subject areas. Covering all aspects of federal securities law, this Advanced Introduction provides an excellent understanding of how U.S. securities regulation works, particularly as this emerging area of law becomes more prevalent for those working or involved in general corporate and commercial practices. It examines the definition of securities and how modern investment opportunities may be subject to this regulation as well as more traditional forms such as stocks or bonds. Key Features: Providing up to date information on the latest developments in securities law Presenting complex material in a clear and comprehensive format and defining key concepts Thoroughly reviewing significant Supreme Court cases, alongside the noteworthy statues and Securities and Exchange Commission Rules This informative book will be invaluable reading for practitioners and others engaged in the business and securities world looking for a detailed overview of U.S. securities law. It will also be a useful resource for lawyers, scholars, and policy advisors.Trade Review‘The scope, density and mysteries of the American securities laws cannot be overstated. Even to one who deals regularly in advising clients how to raise capital, there are robust fields, e.g., broker-dealer regulation and the securities laws own corporate law that is housed in the Investment Company Act, that are outside the lawyer’s comfort level. Professor Hazen’s book thus fills the need for everyone pondering that first step toward advising a client. He combines understandability with depth of coverage in this very comprehensive, and long overdue, pathway through the American securities laws.’ -- James D. Cox, Duke University, School of Law, US‘Professor Thomas L. Hazen is a leading and much cited scholar on the scope and application of the federal securities laws. His most recent work, Advanced Introduction to U.S. Federal Securities Law, provides an invaluable overview of those statutes. It will be particularly useful and highly recommended for those unfamiliar with their mandates and for practitioners needing a refresher course on securities law issues.’ -- Jerry W. Markham, Florida International University, Miami, USTable of ContentsContents: Preface 1. Introduction and Scope of U.S. Securities Laws 2. Regulating Securities Distributions—Securities Act of 1933 3. 1933 Act Registration Exemptions 4. 1933 Act Liabilities 5. 1934 Act 6. 1934 Act Liabilities 7. Insider Trading 8. Market Regulation 9. The Trust Indenture Act of 1939 10. The Investment Company Act of 1940 11. The Investment Advisers Act of 1940 Index

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Book SynopsisElgar Advanced Introductions are stimulating and thoughtful introductions to major fields in the social sciences, business and law, expertly written by the world’s leading scholars. Designed to be accessible yet rigorous, they offer concise and lucid surveys of the substantive and policy issues associated with discrete subject areas. Covering all aspects of federal securities law, this Advanced Introduction provides an excellent understanding of how U.S. securities regulation works, particularly as this emerging area of law becomes more prevalent for those working or involved in general corporate and commercial practices. It examines the definition of securities and how modern investment opportunities may be subject to this regulation as well as more traditional forms such as stocks or bonds. Key Features: Providing up to date information on the latest developments in securities law Presenting complex material in a clear and comprehensive format and defining key concepts Thoroughly reviewing significant Supreme Court cases, alongside the noteworthy statues and Securities and Exchange Commission Rules This informative book will be invaluable reading for practitioners and others engaged in the business and securities world looking for a detailed overview of U.S. securities law. It will also be a useful resource for lawyers, scholars, and policy advisors.Trade Review‘The scope, density and mysteries of the American securities laws cannot be overstated. Even to one who deals regularly in advising clients how to raise capital, there are robust fields, e.g., broker-dealer regulation and the securities laws own corporate law that is housed in the Investment Company Act, that are outside the lawyer’s comfort level. Professor Hazen’s book thus fills the need for everyone pondering that first step toward advising a client. He combines understandability with depth of coverage in this very comprehensive, and long overdue, pathway through the American securities laws.’ -- James D. Cox, Duke University, School of Law, US‘Professor Thomas L. Hazen is a leading and much cited scholar on the scope and application of the federal securities laws. His most recent work, Advanced Introduction to U.S. Federal Securities Law, provides an invaluable overview of those statutes. It will be particularly useful and highly recommended for those unfamiliar with their mandates and for practitioners needing a refresher course on securities law issues.’ -- Jerry W. Markham, Florida International University, Miami, USTable of ContentsContents: Preface 1. Introduction and Scope of U.S. Securities Laws 2. Regulating Securities Distributions—Securities Act of 1933 3. 1933 Act Registration Exemptions 4. 1933 Act Liabilities 5. 1934 Act 6. 1934 Act Liabilities 7. Insider Trading 8. Market Regulation 9. The Trust Indenture Act of 1939 10. The Investment Company Act of 1940 11. The Investment Advisers Act of 1940 Index

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