Securities Law Catalog


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Securities Law Catalog

  1. 1. Provide effective counsel, understand the latestsecurities requirements, hone litigation skills—backed by the expertise of LexisNexis® authors. Securities Law – Mergers & Acquisitions – Antitrust Law Trusted Resources from LexisNexis®
  2. 2. Securities LawMergers & AcquisitionsAntitrust LawTrusted Resourcesfrom LexisNexis®
  3. 3. Table of Contents Securities Law Federal Securities Securities Law Techniques 2 Securities Practice Guide 2 Federal Securities Act of 1933 2 Federal Securities Act of 1934 3 Securities Primary Law Sourcebook 3 State Securities Blue Sky Regulation 3 Practice Under the California Securities Laws 3 Investment Law Management Investment Advisers Law & Compliance 4 Regulation of Investment Companies 4 Federal Securities Law of Municipal Bonds 4 FINRA Consolidated Rules Book 4 Securities Litigation and Arbitration Litigating Securities Class Actions 5 Securities Arbitration Procedure Manual 5 Securities Enforcement: Counseling and Defense 5 Mergers and Acquisitions Corporate Acquisitions and Mergers 6 Mergers and Acquisitions Practice Guide 6 European Merger Control: A Guide to the Merger Regulation 6 Antitrust Laws Antitrust Laws and Trade Regulation 7 Antitrust Counseling and Litigation Techniques 7 Federal Antitrust Law 7 Federal Antitrust Law: Case and Materials 7 Order Today! CALL 800.223.1940 visit the LexisNexis® Store: MAIL the enclosed order form FAX order form toll-free 800.828.8341
  4. 4. Securities Law Federal Securities Securities Law Techniques A.A. Sommer, Jr.; attorneys from the country’s most prestigious law firms and corporations ; contributing authors The preeminent work on securities law, this unsurpassed resource combines the authoritative analysis of a treatise with the real-world focus of a practice guide. Created by one of the most influential securities attorneys of our time, it now assembles the expertise of over 85 leading practitioners to help you tackle virtually every aspect of securities regulation, including: • Registration—exempt securities, underwriting, electronic filing, effectiveness, and closing and custody • Post-Effective Concerns—prospectus requirements, sales materials and disclosure requirements, prohibited transactions, proxy rules, annual reports and MD&A, compliance procedures and internal controls, independence of audit committees and officers • Litigation and Investigations—antifraud provisions, violations of disclosure requirements, class actions, bankruptcy proceedings, remedies, document control, and reporting up and reporting out Throughout, you’ll find the analyses you need of the core transactional and reporting requirements underlying sound corporate/ securities practice—plus expert commentary supported with key source materials, sample documents, and practical checklists. S 7 volumes, loose-leaf, updated 3 times per year, Pub. #00636, ISBN 9780820516363 Estimated renewal cost: $1,978 Securities Practice Guide, 2011 Edition Federal Securities Act General Editors: Robert Zinn Lorraine Massaro, KL Gates LLP of 1933 Whether it’s your first securities transaction or your 100th, Hugh L. Sowards the Securities Practice Guide will help you through the Stay on top of the law, rationale, policies entire process from the initial planning through execution. and maze of regulations underlying the Written by seasoned experts, this practical guide is your critical Federal Securities Act of 1933 source for tips, insights, and practical guidance through with this cornerstone analysis—the most the complex world of securities. The book dissects each authoritative of its kind. task, providing you a step-by-step outline with an analytical overview, checklists, expert practice tips, cross references Over 25 top securities lawyers advise to complementary analytical products and a guide to using on determining the applicability of the® for deep-dive research into your issue. Turn to 1933 Act, overseeing the registration Securities Practice Guide whenever you need quick, expert process, satisfying the small issue guidance on how to: exemption, preparing the registration statement, meeting filing requirements, • Determine when 1933 Act registration and 1934 Act disclosure is required avoiding liability for a false registration • Identify transactions exempt from registration statement as well as unregistered • Conduct an initial public offering securities, handling formal and informal SEC investigations, complying with the • Draft and file registration statements Sarbanes-Oxley Act of 2002, and more. • List on trading markets S 2 volumes, loose-leaf, updated 3 times per • Navigate reporting requirements and proxy rules year, Pub. #00627, ISBN 9780820516271 Estimated renewal cost: $896 NS 1 volume, softbound, replaced annually, Pub. #01515, ISBN 9781422497456, eISBN 9781422486238 Prior edition cost: $1062 Securities Law – Mergers Acquisitions – Antitrust Law—Trusted Resources from LexisNexis®
  5. 5. State SecuritiesFederal Securities Exchange Act of 1934 Blue Sky Regulation,Individual chapters authored by over 25 leading corporate Second Editionand securities attorneys from the country’s top law firms Robert N. Rappand corporations Gain usable insights into the legalThe essential backbone to any securities practice, this and strategic issues central todefinitive publication can help you meet the demands of state securities practice withperhaps the most complex, highly regulated economic and the only treatise to offer total coverage of the blue sky statutes,legal framework in use today. regulations, case law, and administrative opinions.Thanks to its roster of unrivaled authors you’ll be equipped Inexperienced paralegals and seasoned partners alike willto advise a public company on its ongoing registration and appreciate the clear, expert commentary on the Uniformreporting requirements, untangle market manipulation issues, Securities Act(s), jurisdictional predicates, merit regulation,evaluate proxy regulation and insider trading, master the state antifraud and enforcement roles, and state regulation ofregulatory minutiae of securities markets, broker-dealers, intermediaries such as broker-dealers and investment advisers.transfer agents and clearing agencies, appreciate attorney andaccountant liabilities, and more. A full set of state guides simplifies and analyzes state securities codes and monitors enforcement trends. Plus you get the full S 2 volumes, loose-leaf, updated 3 times per year, text of the Uniform Securities Act(s), Uniform Forms, and relevant Pub. #00619, ISBN 9780820516196 Estimated renewal cost: $904 NASAA Statements of Policy. S 4 volumes, loose-leaf, updated 3 times per year, Pub. #00142, ISBN 9780820557625 , eISBN 9781579114022Securities Primary Law Sourcebook Estimated renewal cost: $1,498Turn to this indispensable set to review the full text of the 1933Securities Act, 1934 Exchange Act, SIPA, and Trust Indenture Act Practice Under the Californiaplus the vital history, rules and regulations accompanying this , ,landmark legislation. Included are all 33 and 34 Act forms as Securities Lawswell as NASD rules, proposed and recently adopted SEC rules, Harold Marsh and Robert H. Volk, original authors;and other critical documents affecting securities practitioners. updates by R. Roy Finkle S 5 volumes, loose-leaf, updated 3 times per year, Created by preeminent authorities in the field, Marsh Volk, Pub. #00624, ISBN 9780820527772 this treatise provides the most comprehensive and detailed Estimated renewal cost: $957 analysis available of California securities regulation. It investigates key topics including the organization and administration of the California Department of Corporations; federal preemption of state regulation; exemptions from and procedure for qualification; Other titles of interest: regulation of agents, broker-dealers and investment advisers; and Securities Regulation, Fifth Edition advertising and transfer of securities. Marc I. Steinberg Thorough analysis is bolstered by a volume of primary source NS 1 volume, softbound, updated as needed, that includes the full text of the Corporate Securities Law of 1968, Pub. #00648, ISBN 9781422470473. Previous edition cost: $113 the commissioner’s rules interpreting that law, the opinions of Taxation of Securities Transactions the corporations commissioner, and consultant annotations and Martin L. Fried commentary providing important insight into the statutes and S 2 volumes, loose-leaf, updated twice per year, rules, as well as sample forms. Pub. #00729, ISBN 9780820517292 , eISBN 9781579114022 Estimated renewal cost: $425 S 3 volumes, loose-leaf, updated annually, Pub. #00552, ISBN 9780820515526, eISBN 9781579117597. Estimated renewal cost: $982 To order, call 800.223.1940 or visit www.lexisnexis.comSEC_1 3
  6. 6. Securities Law Investment Management Law Investment Advisers: Law Compliance The FINRA Consolidated Robert G. Bagnall, Marianne K. Smythe, James E. Anderson Rulebook: The Conduct Rules Recognizing that reforms stem from a The adoption of a unified set of rules has tangle of SEC interpretative releases, been the most eagerly awaited product of rulemaking, and enforcement actions the merger of NASD and NYSE regulation into rather than the Investment Advisors Act FINRA. LexisNexis editorial staff tracks this of 1940s text or rules, this treatise helps serial publication of the Conduct Rules with you resolve key issues—who qualifies as an a chart mapping the NASD and NYSE legacy “investment adviser” under the Act, what rules to the new FINRA rules, including policy advisers may (or must) state to current or discussion, and expert commentary by Melvyn prospective clients, how the Act regulates G. Moseley, Jr., a partner with Warner Norcross solicitation and referrals as well as advertising Judd, LLP. and Internet activities, and more. NS 1 bound volume, Pub. #01579, ISBN 9781422475683, S 2 volumes, loose-leaf, updated twice per year, eISBN 9781579119584. Prior year cost: n/a Pub. #00017, ISBN 9780820527543, eISBN 9781579115708 Estimated renewal cost: $496 Federal Securities Laws of Regulation of Investment Companies Municipal Bonds Deskbook, Thomas P. Lemke, Gerald T. Lins, A. Thomas Smith, III Fourth Edition National Association of Bond Lawyers Address day-to-day investment management issues with this superlative An essential guide for all bond lawyers, practice guide written by and for lawyers, regulatory staff, in-house counsel for accountants, and compliance officers. investment banking firms and banks, state and local government attorneys and other Fortified with select foundational primary securities professionals. source materials—including the full text of the Investment Company Act of 1940 and Prepared by experts from the National the rules promulgated thereunder—it shows Association of Bond Lawyers, this you how to: comprehensive publication delivers all key materials relating to the federal securities laws • Develop compliance best practices of municipal bonds in one portable volume. concerning market timing and illegal NS 1 volume, softbound, late trading Pub. #22495, ISBN 9781422461150 • Negotiate contractual provisions for the increasingly popular acquisition Prior edition cost: $99 of fund complexes • Advise clients on the legal requirements for advertising as well as structuring, disclosing, and reporting fees So central to regulation and compliance it’s been cited by the SEC itself, this unmatched treatise supplies practice tips to achieve client goals, avoid traps, and satisfy regulatory requirements. S 3 volumes, loose-leaf, updated twice per year, Pub. #00022, ISBN 9780820520056, eISBN 9781579115722. Estimated renewal cost: $6144 Securities Law – Mergers Acquisitions – Antitrust Law—Trusted Resources from LexisNexis®
  7. 7. Securities Litigation and ArbitrationNEW! Litigating Securities Class Actions Securities Arbitration Procedure Manual,Jonathan N. Eisenberg, General Editor Fifth Edition David E. RobbinsAn in-depth treatise fordefense attorneys, in-house Updated to reflect new FINRA rules and procedures, negligentcounsel, and plaintiff’s misrepresentation and breach of fiduciary duty cases, “manifestattorneys, specifically disregard” to vacate awards, Ponzi schemes, and arbitrationfocused on issues arising best practices, this essential practice guide helps you target thefrom securities class actions. central issues that arise in a dispute, evaluate the merits, andContent brings together prepare and present your case to arbitration panels anywhere inpractical expertise of 11 of the the country.leading securities class action NS 2 volumes, loose-leaf, updated annually, firms from across the country, Pub. #82378, ISBN 9780327161882discussing critical stages and Prior year cost: $211strategies in this field. Individual chapters provide guidance on: • How plaintiffs decide which cases to bring Securities Enforcement: Counseling • Key considerations in filing a motion to dismiss and Defense • The evolving bases for challenging class certification Samuel J. Winer, Kenneth B. Winer • Assessing damages Whether you’re defending • Trial strategy clients in private litigation or • Insurance issues a criminal investigation, this • Overseas class actions versatile blend of analysis and insight can help you confidently • Recurring claims in class actions, such as accounting, handle enforcement actions subprime and investment company claims by the SEC, DOJ, and other • Crisis management government authorities. • The role of in-house counsel in managing class actions Crystalizing the legal issues, strategies, and proceduralNS 1 volume, loose-leaf, updated annually, Pub. #01630, ISBN 9781422478639 , eISBN 9781579114909. Prior year cost: $399 traps you’ll confront, it includes sample litigation papers, forms, reports, memoranda, selected SEC releases, and more. S 2 volumes, loose-leaf, updated annually, Pub. #01252, ISBN 9780820553436 , eISBN 9781579114473 Other titles of interest: Estimated renewal cost: $372 Mealey’s™ Emerging Securities Litigation S Newsletter, twice monthly, Pub. #07043, ISSN 1541-2512 , eISBN 9780327167235. Estimated renewal cost: $1,095 Mealey’s™ Litigation Report: Class Actions S Newsletter, twice monthly, Pub. #07006, ISSN 1535-234X , eISBN 9781579119850. Estimated renewal cost: $1,585 To order, call 800.223.1940 or visit www.lexisnexis.comSEC_1 5
  8. 8. Mergers Acquisitions Corporate Acquisitions and Mergers Byron E. Fox, Eleanor M. Fox This comprehensive treatise contains expert guidance and commentary while placing a strong emphasis on understanding legal requirements and assessing various strategic options. The authors provide clear legal analysis and effective strategies for structuring and closing transactions at the lowest tax cost; winning a takeover fight; complying with applicable antitrust, securities and labor laws; dealing with finders and brokers; and analyzing the issues in taking over an acquired company’s benefit plans. You get comprehensive coverage of such topics as: • General business and legal considerations • Tax issues implicated in structuring various transactions • U.S. and foreign antitrust implications (with superior supplementation by the numerous antitrust-related Appendices) • Registration and disclosure requirements of federal and state securities laws • Other laws and topics that may be relevant in a particular MA transaction, including federal labor laws, issues relating to brokers’ and finders’ fees, accounting issues, and pension and profit-sharing plan considerations S 4 volumes, loose-leaf, updated 3 times per year, Pub. #00291, ISBN 9780820512914 , eISBN 9781579116187 Estimated renewal cost: $1,771 MA Practice Guide European Merger Control: A Guide to the By leading attorneys at Gibson, Dunn Crutcher, LLP Merger Regulation Combining the authority of our Nicolas Levy, Partner at Cleary Gottlieb Steen Hamilton LLP treatises with practical, task-oriented Written by a leading expert in the field, this treatise is an up-to- guidance and cross references to date analysis of all aspects of merger regulation, including: relevant print and online sources, the MA Practice Guide is an ideal • Full coverage of the substantive law, with expert source for: insights into its application and enforcement • All securities law relevant to • Practice-oriented guidance on jurisdictional and policy issues MA transactions, conveniently located in a single chapter • Comprehensive treatment of all leading court cases • Court-tested strategies employed • Expert analysis of the role of economics in EU merger successfully by veteran MA control, U.S. merger enforcement and transatlantic attorneys at Gibson Dunn Crutcher cooperation, and EU antitrust issues arising in the MA deal process • A wide variety of practice tips, checklists, and court-tested forms and provisions • Timesaving practice tips, checklists and primary sources, including the Merger Regulation, Draft Horizontal Mergers • Extensive cross references to other research materials Guidelines and Best Practices Guidelines and links to the MA Practice Center and other locations at S 2 volumes, loose-leaf, updated annually, Pub. #01286, ISBN 9780820555379 Estimated renewal cost: $454 NS 1 volume, softbound, replaced annually, Pub. #01514, ISBN 9781422496831, eISBN 9781579113032. Prior edition cost: $1066 Securities Law – Mergers Acquisitions – Antitrust Law—Trusted Resources from LexisNexis®
  9. 9. Antitrust LawsAntitrust Laws and Trade Regulation, Second Edition Antitrust Counseling andJulian O. von Kalinowski, Peter Sullivan, Maureen McGuirl, Ralph Folsom Litigation TechniquesThe pervasive effects Julian O. von Kalinowski, General Editorof antitrust and Over 70 of the world’s leading practitionerscompetition law demand in the field of antitrust and competitionthat both in-house and law provide authoritative techniques andoutside counsel have the problem-solving approaches for handlinginformation corporate mergers and acquisitions; formulatingmanagement will need competitive bidding and pricing agreements;to conduct business creating or terminating distributionsafely yet effectively in relationships; developing and implementingthe modern regulatory compliance programs to reduce risk; designingenvironment. This defenses for international transactions undertreatise answers that need, offering U.S. law; and more. It is an essential resourcecoverage of: for in-house counsel or outside law firms • Types of antitrust violations, e.g., advising clients on antitrust matters. horizontal, vertical, monopolization; S 5 volumes, loose-leaf, updated twice per year, price discrimination Pub. #00027, ISBN 9780820510279 , eISBN 9781579115739 Estimated renewal cost: $1,419 • Antitrust problems in mergers, Also available on CD-ROM. acquisitions, joint ventures • International regulations and cross-border complicationsA subscription to this authoritative treatise includes a subscription to The AntitrustReport, a quarterly newsletter providing analysis of current and emerging antitrustdevelopments, with a focus on the worldwide evolution of antitrust law. The reportis prepared by a group of nationally and internationally prominent practitioners.Additionally, a subscription includes valuable primary source material: a conciseanalysis of the antitrust laws of each of the 50 states, along with the District ofColumbia, Puerto Rico and the Virgin Islands, and a thorough review of international Related title of interest:antitrust laws such as the substantive and procedural framework of competitionlaw at the European Union and Member-State levels and of Canada. Federal Antitrust Law: Cases and Materials, Second Edition S 10 volumes, loose-leaf, updated annually, includes quarterly newsletter, Daniel J. Gifford, Leo J. Raskind Pub. #00762, ISBN 9780820517629 Estimated renewal cost: $2,854 NS 1 volume, softbound, Also available on CD-ROM. Pub. #03541, ISBN 9781583607893Antitrust Laws and Trade Regulation: Desk EditionJulian O. von Kalinowski, James P. Clark, Sean Royall,Steven E. Sletten, Thomas E. Holliday, Phillip H. Rudolph S 2 volumes, loose-leaf, updated twice per year, Pub. #00763, ISBN 9780820517636 Estimated renewal cost: $1,060 To order, call 800.223.1940 or visit www.lexisnexis.comSEC_1 7
  10. 10. Product Terms Service Titles • Price includes product and any supplementation, release, replacement volume, new edition and/or updates S published during the indicated service period (minimum 30 days) at no additional charge except tax, shipping and handling where applicable. Renewal options include: Service Title with Automatic Renewal • If you select this option your subscription will be automatically renewed without S/A any action on your part. Notification that the subscription is due to be renewed, and the price of renewal, will be sent to you 60 days prior to renewal. Service Title with Notification • Notification that the subscription is due to be renewed, and the price of renewal, will be S/N sent to you 60 days prior to renewal. If you fail to act, your subscription will be cancelled. Non-Service Titles • Price includes product only, plus any updates published within 30 days of purchase or as otherwise NS indicated. Subscription options include: Non-Service Title with Automatic Renewal • If you select this option you will receive and be billed for future updates NS/A outside of the 30-day period without any action on your part. Non-Service Title with Notification • Notification that an update has been published, and the price of the update, will NS/N be sent to you. If you fail to act, you will not receive the update.Cancellation: You may cancel any subscription at any time by calling Customer Support at 800.833.9844;; or returning an invoice or notification marked “CANCEL.” Shipments may be returnedwithin 30 days of receipt, at your expense, for full credit of the advertised price, less shipping and handling fees and any otherdiscount credits.If you cancel a Service Title between 31 and 60 days after the invoice date and you return the product at your expense, you willreceive a 5/6th credit of the price for the annual subscription.If you return a Non-Service Title at your expense within 30 days of shipment, you will receive full credit for the purchase price.No credit will be given for returns more than 30 days after shipment.No credit will be given more than 60 days after the invoice date.Subscription to a CD-ROM, or any other electronic service from LexisNexis® is subject to additional terms and conditionsand separate contractual agreement. Call 800.223.1940 for details, ordering, and contract.For complete terms and conditions related to your print subscription, visit on the price list and LexisNexis® Store do not reflect sales tax, shipping and handling. Prices subject to change without notice.Sales to federal government customers may be subject to specific contract pricing.LexisNexis, and the Knowledge Burst logo are registered trademarks of Reed Elsevier Properties Inc., used under license. Mealey’s is a trademark of LexisNexis,a division of Reed Elsevier Inc. Other products or services may be trademarks or registered trademarks of their respective companies.© 2012 LexisNexis. All rights reserved. OFF02170-0 0212
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