SECURITIES LAW AND PRACTICE DESKBOOK - Legacy.pli.edu
SECURITIES LAW ANDPRACTICE DESKBOOKSixth Edition
PLI's Complete Treatise Library (standard page size).fm Page i Friday, February 16, 2018 12:07 PMPLI’S COMPLETE LIBRARY OF TREATISE TITLESART LAWArt Law: The Guide for Collectors, Investors, Dealers & ArtistsBANKING & COMMERCIAL LAWAsset-Based Lending: A Practical Guide to Secured FinancingEquipment Leasing–Leveraged LeasingHillman on Commercial Loan DocumentationHillman on Documenting Secured Transactions: Effective Drafting and LitigationMaritime Law Answer BookBANKRUPTCY LAWBankruptcy DeskbookPersonal Bankruptcy Answer BookBUSINESS, CORPORATE & SECURITIES LAWAccountants’ LiabilityAnti-Money Laundering: A Practical Guide to Law and ComplianceAntitrust Law Answer BookBroker-Dealer RegulationConducting Due Diligence in a Securities OfferingConsumer Financial Services Answer BookCorporate Compliance Answer BookCorporate Legal Departments: Practicing Law in a CorporationCorporate Political Activities DeskbookCorporate Whistleblowing in the Sarbanes-Oxley/Dodd-Frank EraCovered Bonds HandbookCybersecurity: A Practical Guide to the Law of Cyber RiskDerivatives Deskbook: Close-Out Netting, Risk Mitigation, LitigationDeskbook on Internal Investigations, Corporate Compliance, and White Collar IssuesDirectors’ and Officers’ Liability: Current Law, Recent Developments, Emerging IssuesDoing Business Under the Foreign Corrupt Practices ActEPA Compliance and Enforcement Answer BookExempt and Hybrid Securities OfferingsFashion Law and Business: Brands & RetailersFinancial Institutions Answer Book: Law, Governance, ComplianceFinancial Product Fundamentals: Law, Business, ComplianceFinancial Services Mediation Answer BookFinancial Services Regulation DeskbookFinancially Distressed Companies Answer BookGlobal Business Fraud and the Law: Preventing and Remedying Fraud and CorruptionHedge Fund RegulationInitial Public Offerings: A Practical Guide to Going PublicInsider Trading Law and Compliance Answer BookInsurance and Investment Management M&A DeskbookInternational Corporate Practice: A Practitioner’s Guide to Global SuccessInvestment Adviser Regulation: A Step-by-Step Guide to Compliance and the LawLife at the Center: Reflections on Fifty Years of Securities RegulationMergers, Acquisitions and Tender Offers: Law and StrategiesMutual Funds and Exchange Traded Funds RegulationOutsourcing: A Practical Guide to Law and BusinessPrivacy Law Answer BookPrivate Equity Funds: Formation and OperationProskauer on Privacy: A Guide to Privacy and Data Security Law in the Information AgePublic Company Deskbook: Complying with Federal Governance & DisclosureRequirementsSEC Compliance and Enforcement Answer BookSecurities Investigations: Internal, Civil and Criminal
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SECURITIES LAW ANDPRACTICE DESKBOOKSixth EditionGary M. Brown(formerlySoderquist on the Securities Laws)Incorporating Release #11March 2018#239293Practising Law InstituteNew York City#38162
This work is designed to provide practical and usefulinformation on the subject matter covered. However, it issold with the understanding that neither the publisher northe author is engaged in rendering legal, accounting, orother professional services. If legal advice or other expertassistance is required, the services of a competent professional should be sought.QUESTIONS ABOUT THIS BOOK?If you have questions about replacement pages, billing, orshipments, or would like information on our otherproducts, please contact our customer service departmentat info@pli.edu or at (800) 260-4PLI.For any other questions or suggestions about this book,contact PLI’s editorial department at: plipress@pli.edu.For general information about Practising Law Institute,please visit www.pli.edu.Legal Editor: Jacob MetricCopyright 1987, 1990, 1993, 1994, 1995, 1996, 1997, 1998, 1999, 2000,2001, 2002, 2003, 2004, 2005, 2006, 2007, 2008, 2009, 2010, 2011, 2012,2013, 2014, 2015, 2016, 2017, 2018 by Practising Law Institute.First edition 1987, originally published as Understanding the Securities Laws, byLarry D. SoderquistSecond edition 1990. Third edition 1993. Fourth edition 2003.Fifth edition 2006, published as Soderquist on the Securities Laws, byGary M. BrownSixth edition 2012All rights reserved. Printed in the United States of America. No part of thispublication may be reproduced, stored in a retrieval system, or transmitted in anyform by any means, electronic, mechanical, photocopying, recording, or otherwise, without the prior written permission of Practising Law Institute.LCCN: 2006902244ISBN: 978-1-4024-1896-9
About the AuthorGARY M. BROWN is a partner with Nelson Mullins Riley &Scarborough LLP, where he concentrates his practice in securities,representation of public companies, and corporate governance. Prior tojoining Nelson Mullins in 2018, he had served for seven years asthe Chief Executive Officer of a financial services firm that specializedin the life settlement market and which, during his tenure, acquiredand managed life settlement portfolios with over 4 billion (USD) inface amount.In his thirty-one prior years of private law practice, Mr. Brownwas recognized in both Best Lawyers in America and Chambers—America’s Leading Business Lawyers. In addition, from 1994 until2011, he taught corporate and securities law at the VanderbiltUniversity Law School. He also served as general counsel to the Ethicsand Compliance Officer Association (now known as the Ethics andCompliance Initiative), then the world’s largest group of ethics andcompliance professionals.He is a frequent instructor at securities programs for the PractisingLaw Institute, co-chairing PLI’s national securities program, Understanding the Securities Laws, and instructing at The SEC Institute’s“Reporting Skills Workshop for Lawyers.”During 2002, Mr. Brown served as Special Counsel (Minority) tothe United States Senate’s Committee on Governmental Affairs (andalso worked with that committee’s Permanent Subcommittee onInvestigations (“PSI”)) in the investigation into the causes of thecollapse of Enron Corp. During 2010, he was retained by PSI to assistthe subcommittee in its investigation, “Wall Street and the FinancialCrisis,” and related televised hearings. While on those assignments,he provided advice on aspects of both the Sarbanes-Oxley Act of 2002and the Dodd-Frank Wall Street Reform and Consumer Protection Actas those pieces of legislation were being debated in the Senate.Mr. Brown has been a frequent speaker and author on areasincluding corporate governance, ethics, obligations of corporatedirectors, and the reporting and disclosure obligations of publiccompanies. His other publications include Master the 8-K (PractisingLaw Institute 2017); PLI’s Guide to the SEC’s Executive Compensationand Related Party Transaction Rules (Practising Law Institute 2007);The Implications of the U.S. Sarbanes-Oxley Act (Oxford Press 2004)(presented to an international corporate governance symposium inBerlin co-sponsored by the Japanese-German Center–Berlin and theMax Planck Institute for Foreign Private and Private International Law);(Sec. Law & Prac., Rel. #11, 3/18)vii
SECURITIES LAWANDPRACTICE DESKBOOK“Ethics: It’s Not Just for Lawyers Anymore,” The Corporate Complianceand Regulatory Newsletter, Volume 2, No. 8 (April 2005); “ResistingTemptation—New Sentencing Guidelines Prod Companies to TakeEthics More Seriously,” Legal Times (November 15, 2004); and“Senate Investigator to Enron’s Lawyers: It’s Not Over,” CorporateBoard Member (Special Legal Issue, Summer 2003). He also is theauthor of the chapter on “Introduction to Life Settlements” in PLI’streatise Financial Product Fundamentals.viii
Table of ChaptersChapter 1Approaching Securities LawChapter 2Business Context of Securities Act RegistrationChapter 3Regulatory Framework of Securities ActRegistrationChapter 4Securities Act Registration ProcessChapter 5Reach of Securities Act RegulationChapter 6Securities Act Registration ExemptionsChapter 7Resales of Securities Under the Securities ActChapter 8Liability for Securities Act ViolationsChapter 9Registration and Periodic Reporting Under theExchange ActChapter 10Regulation of Proxy SolicitationsChapter 11Regulation of Tender OffersChapter 12Fraud Under Rule 10b-5 and Related IssuesChapter 13Disgorgements Under Exchange Act Section 16(b)and Securities Law “Clawback” ProvisionsChapter 14Regulation of the Securities Business(Sec. Law & Prac., Rel. #11, 3/18)ix
Table of ContentsAbout the Author . viiTable of Chapters .ixPreface .xxiChapter 1Approaching Securities Law§ 1:1Introduction. 1-1§ 1:2Historical and Cultural Perspective . 1-1§ 1:2.1History Repeats Itself. 1-1§ 1:2.2Origins of the Federal Securities Laws . 1-4§ 1:3Sources of Federal Securities Law . 1-7§ 1:4Government Publications . 1-12§ 1:5Private Publications . 1-17§ 1:6State Securities Law. 1-18§ 1:7Special Position of Securities Lawyers . 1-19Chapter 2Business Context of Securities Act Registration§ 2:1Introduction. 2-2§ 2:2Reasons Companies Register Securities . 2-2§ 2:2.1Advantages of Registration or BeingPublicly Held . 2-2[A]Economy . 2-2[B]Control . 2-4[C]Creation of a Public Market . 2-4[D]Improved Access to Capital . 2-5[E]Prestige. 2-6[F]Estate Planning . 2-6[G]Executive Recruiting and Retention . 2-7[H]Acquisitions . 2-8§ 2:2.2Disadvantages of Registration orBeing Publicly Held. 2-8[A]Expense . 2-8[B]Disclosure of Information. 2-9[C]Loss of Management Flexibility . 2-10(Sec. Law & Prac., Rel. #11, 3/18)xi
SECURITIES LAWANDPRACTICE DESKBOOK[D]Income Expectations. 2-11[E]Increased Liability . 2-11[F]Restrictions on “Insiders” . 2-12[G]Potential for Loss of Control. 2-12§ 2:3Functions of Securities Firms . 2-13§ 2:3.1Underwriting . 2-13§ 2:3.2Acting As Dealer, Broker, and MarketMaker. 2-15§ 2:3.3Investment Banking. 2-15§ 2:4Steps in a Registered Offering. 2-16Chapter 3Regulatory Framework of Securities Act Registration§ 3:1Introduction. 3-2§ 3:1.1Statutory Framework . 3-2§ 3:1.2Categories of Issuers . 3-3[A]Generally. 3-3[B]Waiver of Ineligible Issuer Status . 3-5§ 3:2Prefiling Period . 3-7§ 3:2.1Statutory Scheme . 3-7[A]Generally. 3-7[B]Emerging Growth Companies . 3-10§ 3:2.2What Is an Offer? . 3-11[A]Section 2(a)(3) . 3-11[B]Conditioning the Market . 3-12[C]General Exceptions . 3-17[D]Special Situations. 3-23§ 3:3Waiting Period. 3-24§ 3:3.1Statutory Scheme . 3-24[A]Generally. 3-24[B]For Emerging Growth Companies . 3-28§ 3:3.2What Is a Sale? . 3-28§ 3:3.3What Is a Prospectus?. 3-30[A]Indirect Offers. 3-31[B]Exceptions. 3-34[C]Free Writing Prospectuses . 3-37[D]Electronic Road Shows. 3-39[E]Websites . 3-40[F]Research Reports. 3-41§ 3:3.4Preliminary Prospectus Delivery Requirements . 3-43§ 3:4Posteffective Period . 3-45§ 3:4.1Statutory Scheme . 3-45§ 3:4.2Section 5(b) and Defective Prospectuses . 3-47§ 3:4.3Final Prospectus Delivery Requirements. 3-48Table 3-1Summary of Communication Rules . 3-54xii
Table of ContentsChapter 4Securities Act Registration Process§ 4:1Statutory Scheme. 4-2§ 4:2Commission Procedures . 4-4§ 4:2.1Confidential Submission of DraftRegistration Statements . 4-4§ 4:2.2Review and Comment Procedure. 4-8§ 4:2.3Delaying and Accelerating Effectiveness . 4-12§ 4:2.4Refusal Orders, Stop Orders, andWithdrawal of Registration Statements . 4-15§ 4:3Disclosure Requirements . 4-16§ 4:3.1Registration Statement Forms . 4-16§ 4:3.2Rules, Regulations, and Industry Guides . 4-19§ 4:3.3Shelf Registration . 4-22[A]Background and History . 4-22[B]Shelf Registration Generally . 4-24[B][1]Rule 415 . 4-24[B][2]Rule 430B Base Prospectus Requirements . 4-25[C]Shelf Registration Procedures forWell-Known Seasoned Issuers (WKSIs) . 4-26§ 4:4Registration Statement Drafting and Filing. 4-27§ 4:5Perspectives. 4-31Chapter 5Reach of Securities Act Regulation§ 5:1Introduction. 5-1§ 5:2What Is a Security?. 5-2§ 5:2.1Statutory Scheme . 5-2§ 5:2.2Investment Contract. 5-3[A]Investment of Money. 5-5[B]Common Enterprise . 5-6[C]Expectation of Profits. 5-8[D]Solely from the Efforts of Others . 5-10[E]Particular Applications of Howey . 5-13§ 5:2.3Unless the Context Otherwise Requires . 5-19§ 5:3What Is a Sale? . 5-26§ 5:3.1Pledges . 5-26§ 5:3.2Acquisitions . 5-27§ 5:3.3Spin-Offs and “Free” Stock Give-Aways . 5-28Chapter 6Securities Act Registration Exemptions§ 6:1Introduction. 6-3§ 6:1.1Statutory Exemptions . 6-3(Sec. Law & Prac., Rel. #11, 3/18)xiii
SECURITIES LAW§§§§§ANDPRACTICE DESKBOOK§ 6:1.2The Commission’s Power of Exemption . 6-4[A]Section 3(b)(1) . 6-4[B]Section 3(b)(2) . 6-5[C]Section 4(a)(5) . 6-6[D]Sections 4(a)(6) and 4A. 6-8[E]Section 28 . 6-96:2Private Placements: Section 4(a)(2). 6-96:3Intrastate Offerings. 6-18§ 6:3.1Statutory Exemption—Section 3(a)(11). 6-18§ 6:3.2Rule 147. 6-21§ 6:3.3Rule 147A . 6-266:4Regulation A . 6-27§ 6:4.1Historical Background. 6-27§ 6:4.2Current Regulation A . 6-296:5Regulation D. 6-39§ 6:5.1Generally. 6-39§ 6:5.2Key Concepts . 6-41[A]Accredited Investors. 6-41[B]“Bad Actor” Disqualification and Waivers . 6-42[C]Disclosure Requirements . 6-48[D]“Insignificant Deviations”. 6-49§ 6:5.3The Exemptive Rules . 6-50[A]Rule 504. 6-50[B]Rule 506(b). 6-51[C]Rule 506(c). 6-53§ 6:5.4Filing. 6-586:6Regulation Crowdfunding . 6-58§ 6:6.1Generally. 6-58§ 6:6.2Provisions Relative to Issuers and Investors . 6-59[A]Issuer Eligibility/Types of SecuritiesThat May Be Offered . 6-59[B]Offering/Selling Limit for Issuers . 6-60[C]Purchasing Limit for Investors. 6-61[D]Exemption from Section 12(g) . 6-61[E]Resale Restrictions . 6-62[F]Intermediaries . 6-62[G]Disclosures and Reporting . 6-62[H]Ongoing Disclosures . 6-65[I]Advertising and Publicity . 6-65[J]Promoter Compensation. 6-66§ 6:6.3Provisions Relative to CrowdfundingIntermediaries . 6-66[A]Status; Limitation on Activities; Registration. 6-66[B]Limitation on Financial Interests in Issuer . 6-67[C]Diligence Requirements . 6-68xiv
Table of Contents[D]Account Opening; Educational Materials;Electronic Delivery. 6-68[E]Compliance with Investment Limit. 6-69[F]Acknowledgment of Risk . 6-69[G]Communication Channels . 6-70[H]Issuer Information . 6-70[I]Escrow of Offering Proceeds. 6-70[J]Cancellation of Commitments . 6-71[K]Compensation; Payments to Third Parties . 6-71§ 6:6.4Liability Issues . 6-71§ 6:6.5Conclusion. 6-72§ 6:7Other Regulatory Exemptions. 6-74§ 6:7.1Regulation CE . 6-74§ 6:7.2Rule 701: Compensatory Benefit Plans andContracts . 6-74§ 6:7.3Rules 801 and 802: Cross-Border RightsOfferings, Exchange Offers, and BusinessCombinations . 6-75§ 6:7.4Regulation S. 6-76§ 6:8Choosing Among the Exemptions . 6-76Table 6-1Regulation D Exemptions . 6-79Chapter 7Resales of Securities Under the Securities Act§ 7:1Introduction. 7-1§ 7:2Control and Restricted Securities . 7-3§ 7:3Public Resales Outside Rule 144 . 7-7§ 7:3.1Sales of Control Securities . 7-7§ 7:3.2Sales of Restricted Securities. 7-12§ 7:4Public Resales Under Rule 144. 7-14§ 7:5Private Resales of Control and Restricted Securities. 7-19§ 7:5.1Resales Under Rule 144A . 7-19§ 7:5.2Resales Under the “4(a)(1½) Exemption” . 7-21§ 7:5.3Resales Under Securities Act Section 4(a)(7) . 7-24§ 7:5.4Other Related Issues . 7-26Table 7-1Rule 144 Decision Tree . 7-28Table 7-2Comparison of Rule 144A, the 4(a)(1½)Exemption and Section 4(a)(7) for PrivateResale Transaction . 7-29Chapter 8§ 8:1§ 8:2Liability for Securities Act ViolationsIntroduction. 8-1Criminal and Other Governmental Actions. 8-1(Sec. Law & Prac., Rel. #11, 3/18)xv
SECURITIES LAWANDPRACTICE DESKBOOK§ 8:3Civil Liability . 8-6§ 8:3.1Section 11 . 8-6§ 8:3.2Section 12 . 8-14[A]Section 12(a)(1) . 8-14[B]Section 12(a)(2) . 8-17[C]Section 12(b) . 8-23§ 8:3.3Section 15 . 8-23§ 8:3.4Section 17 . 8-25[A]Section 17(a) . 8-25[B]Section 17(b) . 8-31§ 8:4Contribution and Indemnification . 8-33Chapter 9Registration and Periodic ReportingUnder the Exchange Act§§§§§§9:1Introduction. 9-19:2Commission’s General Exemptive Authority . 9-29:3Registration of Securities Under the Exchange Act . 9-29:4Periodic Reporting Under the Exchange Act. 9-79:5Foreign Corrupt Practices Act. 9-169:6Regulation FD. 9-18§ 9:6.1Background . 9-18§ 9:6.2Compliance. 9-19[A]Generally. 9-19[B]Social Media (Netflix Investigation). 9-20§ 9:7Sarbanes-Oxley Act of 2002 . 9-21Chapter 10Regulation of Proxy Solicitations§ 10:1Introduction. 10-2§ 10:2Statutory Scheme. 10-3§ 10:3Proxy Solicitation Generally . 10-4§ 10:3.1 Existing Framework .
Securities Law and Practice Deskbook The Securities Law of Public Finance Securities Litigation: A Practitioner's Guide Social Media and the Law . A Lawyer's Guide to Effective Writing & Editing Working with Contracts: What Law School Doesn't Teach You Order now at www.pli.edu Or call (800) 260-4754 Mon.-Fri., 9 a.m.-6 p.m. .
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