Understanding the Laws Behind Securities Transactions

Understanding the Laws behind Securities is an authoritative, insider's perspective on best practices for companies to stay in compliance with the most common securities laws and regulations. Featuring partners and chairs from some of nation's leading firms, these experts guide the reader through the intricacies of statutory and regulatory compliance for both public and private companies, including important procedures for generating appropriate reporting systems, developing the required certification procedures for chief executive and chief financial officers, and complying new executive compensation rules. These top lawyers give tips on bringing a company public, working effectively with the Securities Exchange Commission (SEC), and the process of navigating clients through mergers and acquisitions. Outlined in the text are some of the most significant securities-related laws in the United States such as: the Securities Act of 1933, The Securities Act of 1934, and the Private Securities Litigation Reform Act. Additionally, these leaders reveal their strategies for planning defensively, keeping abreast of change, and finding creative solutions in a variable area of law. The different niches represented and the breadth of perspectives presented enable readers to get inside some of the great legal minds of today as these experienced lawyers offer up their thoug hts around the keys to success within this ever-evolving field.

Chapters Include:

• 1. "Preliminary Steps for Defense of Securities Claims" - N. Scott Fletcher, Partner, Vinson & Elkins LLP;
• 2. "Finding Out What Keeps Them Up at Night" - Fran M. Stoller, Partner and Chair, New York, Corporate Section and Securities Group, Loeb & Loeb LLP;
• 3. "Securities Law Compliance in a Demanding Regulatory Environment" - John J. Jenkins, Partner, Calfee Halter & Griswold LLP;
• 4. "A Closer Look at the Laws Governing Securities" - Seth Aronson, Chair, Securities Litigation Practice Group, O'Melveny & Myers LLP;
• 5. "Securities Laws in the Brave New World: Where IPO Meets Sarbanes-Oxley" - Peter H. Ehrenberg, Chairman, Corporate Department and Corporate Finance/M&A Practice Groups, Lowenstein Sandler PC; and James E. Myers Jr, Counsel to the Firm and Member, Corporate Finance/M&A Practice Group, Lowenstein Sandler PC;
• 6. "Thoughts of a Securities Practitioner" - George M. Haley, Managing Partner, Holme Roberts & Owen LLP;
• 7. "Opening a Fresh Eye Toward Compliance" - Robert E. Braun, Partner, Jeffer Mangels Butler & Marmaro LLP;
• 8. "Keeping Pace with Constant Change" - Harvey Herman, Partner, Clausen Miller.

Appendices:

• 1. Appendix A: Securities Offerings: Process and Documentation;
• 2. Appendix B: Audit Committee Charter;
• 3. Appendix C: Compensation Committee Charter;
• 4. Appendix D: Nominating Committee Charter;
• 5. Appendix E: Code of Ethics for the Senior Financial Officers, Executive Officers, and Directors.