Securities Regulation · Cases and Materials · 7th Edition (Aspen Casebook) by Cox, James D. -- Read -- Imperial Library of Trantor

Index

Half Title Title Page Copyright Page Dedication Page Contents Preface Acknowledgments Acknowledgments Chapter 1 - The Framework of Securities Regulation

A. Securities Transactions

1. Issuer Transactions 2. Trading Transactions

a. Introduction to Trading b. The Structure of Trading Markets

B. The Legal Framework of Securities Regulation

1. The Federal Securities Laws

a. The Securities Act of 1933 b. The Securities Exchange Act of 1934 c. Federal Regulation Beyond Disclosure: The Sarbanes-Oxley Act of 2002 and Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 d. The Regulation of Investment Advisors and Investment Companies e. The Organizational Structure of the SEC f. The Mediums Through Which the SEC Speaks g. The SEC: Some Critical Perspectives h. Judging SEC Rulemaking

2. Blue Sky Laws 3. Self-Regulatory Organizations

C. Financing Startups

Ibrahim, The (Not So) Puzzling Behavior of Angel Investors Notes and Questions

Chapter 2 - The Definition of a Security

A. Introduction B. The Development of a Framework for Defining an Investment Contract

SEC v. W.J. Howey Co. 29 Notes and Questions

C. Howey Applied

1. Investment Versus Consumption

United Housing Foundation, Inc. v. Forman Notes and Questions Problem

2. Common Enterprise and Profits Solely from the Efforts of Others

SEC v. Edwards

a. The Meaning of Common Enterprise

Problems

b. Profits from the Managerial Efforts of Others

Problems

D. Associational Formalities: Interests in Corporations, Partnerships, and LLCs as Securities

1. Stock as a Security

Notes and Questions Problems

2. Partnership and Limited Liability Company Interests as Securities

United States v. Leonard Notes and Questions Problems

3. The Policy Question: Should Investment Contract Status Be Elective?

E. Real Estate as Securities

Hocking v. Dubois Notes and Questions Problems

F. Notes as Securities

Reves v. Ernst & Young Notes and Questions Problems

G. Separate Securities and Pass-Throughs

Problem

H. A Transitional Note on Derivatives—Options, Futures and Beyond

Chapter 3 - Understanding Investors

A. The Efficient Market Hypothesis: Implications and Limitations

1. The Meaning and Mechanisms of Market Efficiency

Notes and Questions Problems

2. Noise

B. Behavioral Economics and Decisions by Individual Investors C. Institutionalization D. Globalization

Chapter 4 - The Public Offering

A. Underwriting and Underwriters

1. Methods of Underwriting

In re National Association of Securities Dealers, Inc., Exchange Act Release No. 17371 Notes and Questions

2. Underwriters: Their Culture and Their Industry

a. Cultural Hierarchy b. The Industry over Time

3. Underwriting Agreements: Contracting to Reduce Risk 4. Underwriters’ Compensation

a. Review by FINRA b. The Problems of Fixed Price Offerings

B. The Market for Initial Public Offerings

1. Irrational or Contrived Exuberance 2. Underpricing of Initial Public Offerings 3. Reforming the IPO Process

C. A Panoramic View of the Registration Statement D. Registration of the Unseasoned Issuer

1. Preparing the Registration Statement for Filing

Schneider, Manko & Kant, Going Public: Practice, Procedure, and Consequences

2. Regulatory Dispensations for Emerging Growth Companies 3. Review by the SEC’s Staff: The Letter of Comment

Poliakoff, SEC Review: Comfort or Illusion Notes and Questions

E. Gun Jumping Concerns for the IPO

1. The Pre-filing Period

a. Conditioning the Market

Securities Act Release No. 3844

b. Safe Harbors for Permissible Communications c. Arrangements With and Among Underwriters

Problems

2. The Waiting Period

a. The Preliminary and Summary Prospectus b. Tombstone Ads and Identifying Statements c. Free Writing d. Hyperlinks to the Prospectus e. Road Shows f. Dealing with the Media g. Selling Practices During the Waiting Period

Problems

3. The Post-Effective Period

Notes and Questions Problems

F. Public Offers by Seasoned and Well-Known Seasoned Issuers

1. Integrated Disclosure for the Seasoned Company

Notes and Questions

2. Gun Jumping Concerns for the Seasoned Issuer

a. Issuer Safe Harbors b. Free Writing Prospectus c. Research Reports

Problems

G. Shelf Registration Under Rule 415

1. The Regulatory Concerns and the “Traditional” Shelf Registration 2. Catching Market Windows 3. Automatic Shelf Registration for Well-Known Seasoned Issuers

Securities Offering Reform, Securities Act Release No. 8591

4. Can Disclosure Be a Bad Thing?

Notes and Questions Problems

H. Updating and Correcting the Registration Statement Problem

1. Refusal Orders and Stop Orders 2. Post-Effective Amendments

a. Correcting Material Inaccuracy b. Supplementing Information That Is Permitted to Be Omitted Prior to Effectiveness

3. Undertakings to Update 4. Withdrawal of the Registration Statement

I. The Trading Practice Rules

1. Purchases During a Distribution

Notes and Questions Problems

2. Stabilization

Problem Notes and Questions

J. The International Public Offering

1. Accommodating Foreign Issuers’ Offerings in the United States 2. Offerings Outside the United States

a. Regulation S

Regulation S, Securities Act Release No. 6863 Statement of the Commission Regarding Use of Internet Web Sites to Offer Securities…Offshore, Securities Act Release No. 7516 Notes and Questions Problems

b. Offerings Falling Outside Regulation S

Europe and Overseas Commodity Traders, S.A. v. Banque Paribas London

3. How the Public Offering Is Regulated Elsewhere: Contrasting Examples

a. The United Kingdom b. Japan c. The People’s Republic of China

K. Registration Under State Blue Sky Laws

SEC, Report on the Uniformity of State Regulatory Requirements for Offerings of Securities That Are Not “Covered Securities” Problems

L. The Debate over Mandatory Disclosure

1. How Strong Are the Incentives to Disclose Voluntarily?

Problem Easterbrook & Fischel, Mandatory Disclosure and the Protection of Investors

2. Regulatory Competition and Issuer Choice 3. Global Competitiveness of U.S. Capital Markets

Notes and Questions

Chapter 5 - Exempt Transactions

A. Introduction B. The Intrastate Offering Exemption: Section 3(a)(11)

1. The Scope of the Exemption

Section 3(a)(11) Exemption for Local Offerings, Securities Act Release No. 4434 Notes and Questions Problems

2. The Rule 147 Safe Harbor

Exchange Act Release No. 5450 Notes and Questions Problems

C. The Private Offering Exemption: Section 4(a)(2)

1. Mapping the Scope of the Exemption

SEC v. Ralston Purina Co. 264 Problem

2. The Relevance of Numbers 3. Offeree Qualification: Sophistication and Access to Information

Problem SEC v. Kenton Capital, Ltd. 270 Notes and Questions Problems

4. Resales of Securities Acquired in a Private Offering

D. Regulation D and the Limited Offering Exemptions

1. An Overview of Regulation D

Problem

2. Accredited Investors

Notes and Questions Problems

3. The Sophistication Standard of Rule 506(b)

Mark v. FSC Securities Corp. 285 Problems

4. Calculating the Number of Purchasers

Problems

5. Limitations on the Manner and Scope of an Offering

a. In General b. What is “General Solicitation or General Advertising”? c. Activities by Broker-Dealers

Problem

d. The Internet and General Solicitations

Problem

e. The 2012 Reforms (The JOBS Act and Proposed Rule 506(c)) f. The Two Tracks of Rule 506

Problems

g. Rule 135c Notices

6. Determining the Aggregate Offering Price in Offerings Under Rules 504 and 505

a. Calculating the Aggregate Offering Price b. Relevant Amount and Time Period

Problems

7. Disclosure Obligations in Offerings Under Rules 505 and 506

Notes and Questions

8. Additional Regulation D Requirements and Features

a. Limitations on Resale b. “Bad Boy” Disqualifiers c. Integration of Offerings: The Safe Harbor d. Form D

Problem

e. FINRA Filing f. Substantial Compliance

Securities Act Release No. 6825 SEC v. Ishopnomarkup.com, Inc. 307 Problem

g. Foreign Offerings, the Internet, and Regulation D

9. A Comparative Perspective on Private Placements

E. The Crowdfunding Exemption: Section 4(a)(6)

Problems

F. Employee Benefit Plans and Contracts Relating to Compensation: Rule 701

Securities Act Release No. 33-7645 Notes and Questions Problems

G. Regulation A: Mini-Registration

1. An Overview of Regulation A 2. Regulation A and the Internet

Problems

H. Section 3(b)(2): Regulation A+ I. Integration of Offerings

In the Matter of Kevin D. Kunz Notes and Questions Problems

J. State Exemptions

1. The Uniform Limited Offering Exemption (ULOE) 2. Nonuniform State Exemptions

Chapter 6 - Secondary Distributions

A. The Underwriter Concept and Sales for an Issuer

SEC v. Chinese Consolidated Benevolent Association Notes and Questions Problem

B. Purchase from an Issuer

1. Investment Intent

Notes and Questions Problems

2. Distributions and Trading Transactions Contrasted

Problems

3. Private Investments in Public Equity (PIPEs)

William K. Sjostrom, Jr., PIPEs Notes and Questions Problems

C. Control Person Distributions

United States v. Wolfson Notes and Questions Problems

D. Rule 144—Safe Harbor for Resales of Control and Restricted Securities

Revisions to Rule 144 Notes and Questions Problems

E. Facilitating an Institutional Market for Unregistered Securities with Rule 144A

Resale of Restricted Securities, Securities Act Release No. 6862 Notes and Questions Problems

F. The Section 4(1-1/2) Exemption

Ackerberg v. Johnson Notes and Questions Problems

G. Resales Under the Blue Sky Laws

1. Isolated Non-Issuer Resale 2. The Manual Exemption 3. Unsolicited Offer Exemption 4. Small Offering Exemption

Problem

Chapter 7 - Recapitalizations, Reorganizations, and Acquisitions

A. The “For Value” Requirement

1. Value Is Not Always What It Seems

Problems

2. Shells and Spin-offs: Creating “Value”

a. Spin-offs and the ’33 Act

SEC v. Datronics Engineers, Inc. 402 Notes and Questions

b. The Regulation of Spin-offs Under the ’34 Act

Exchange Act Release No. 27247 Problems

B. Mergers, Acquisitions, and Recapitalizations

1. Rule 145 2. Jumping the Gun in Business Combinations

Excerpt from the Release Adopting Regulation M-A Notes and Questions

3. Reverse Mergers

Problems

C. Exchanges Under Section 3(a)(9)

Notes and Questions Problems

D. Reorganizations Under Section 3(a)(10)

1. Non-Bankruptcy Reorganizations 2. The Bankruptcy Act’s Collision with the Securities Laws

a. Disclosure in Chapter 11 Reorganizations b. Exemption for Sale and Exchange of Securities c. Resales of Securities Received in a Chapter 11 Reorganization d. Resales from Debtor’s Portfolio

Chapter 8 - Exempt Securities

A. An Overview of Section 3 B. Municipal Securities

1. The Market and the Players

Report on the Municipal Securities Market 1-7

2. Credit-Enhancing Devices 3. Disclosure Considerations

Dolphin and Bradbury v. SEC

4. Regulation of Offerings

a. The SEC and Rule 15c2-12 b. The MSRB and Rule G-17

SEC v. GLT Dain Rauscher Notes and Questions Problems

5. “Pay to Play” Practices and Rule G-37 6. Public Financing for the Private Sector

Problem

C. Securities Issued or Guaranteed by a Bank

1. The Exemption in General 2. Collateralized and Pass-Through Securities

Problems

D. Commercial Paper

1. The Contours of Section 3(a)(3)

Problems

2. Securitization and Section 3(a)(3)

E. Securities of Nonprofit Issuers

SEC v. Children’s Hospital Notes and Questions Problem

F. Insurance and Annuities

1. Insurance and Annuity Products as Securities 2. Variable Annuities

SEC v. Variable Annuity Life Insurance Co. of America

3. Beyond Variable Annuities 4. Rule 151

Otto v. Variable Annuity Life Insurance Co. 478 Notes and Questions

Chapter 9 - Liability Under the Securities Act

A. Section 11

1. Persons Bringing Suit

Hertzberg v. Dignity Partners, Inc. 487

2. The Defendants and Their Defenses

Escott v. BarChris Construction Co. 491 In re WorldCom, Inc. Securities Litigation Notes and Questions Problems

3. Damages

Akerman v. Oryx Communications Inc. 515 Notes and Questions Problems

B. Section 12(a)(1)

Pinter v. Dahl Notes and Questions Problem

C. Section 12(a)(2)

1. By Means of a “Prospectus or Oral Communication”

Gustafson v. Alloyd Co. 528 Hyer v. Malouf Notes and Questions Problems

2. Liability Defense

Notes and Questions Problem

D. Section 17(a)

Aaron v. SEC Notes and Questions In re Washington Public Power Supply System Securities Litigation

Chapter 10 - Financial Innovation: Trading Markets, Derivatives, and Securitization

A. Technology and the Transformation of Securities Markets

SEC Concept Release on Equity Market Structure Hans R. Stoll, Electronic Trading in Stock Markets Notes and Questions

B. Derivatives and Synthetic Investments

1. Why Derivatives? 2. Basic Forms of Derivatives

a. Options b. Futures c. Swaps

3. Clearing 4. The Regulation of Derivatives

a. Swaps and Security-Based Swaps Defined b. Overview of Regulation of Swap Transactions and Their Participants

C. Structured Financial Products

1. Securitization

The Financial Crisis Inquiry Report 127-129 (2011)

2. The Regulation of Structured Financial Products

Chapter 11 - Financial Reporting: Mechanisms, Duties, and Culture

A. The Disclosure Requirements of Public Companies

1. The Origins and Metrics for Financial Information 2. The Exchange Act’s Periodic Reporting Obligations

a. Domestic Issuers

Problems

b. Foreign Issuers c. Compelling Honesty in Mandated Reports Through Private Actions

B. The “Fairly Presents” Requirement

United States v. Simon Note

C. Internal Controls

1. The Meaning and Mandate for Internal Controls

SEC v. World-Wide Coin Investments Ltd. 592 Notes and Questions

2. Reporting on Internal Controls: SOX 404

Problems

D. Strengthening the Integrity of the Financial Reporting Process: The Marriage of the SEC and Governance

1. Audit Committees

Problem

2. Buttressing the Auditor’s Independence

Problem

3. Executive Certifications and Directors’ Signature Requirement 4. Reconstructing History with Pro Forma Financial Statements

Problem

E. The Management Discussion and Analysis Section of SEC Filings: Is Past Prologue?

1. The Scope of Item 303 Disclosure Obligation

Panther Partners Inc. v. Ikanos Communications, Inc. 607 Notes and Questions Problem

2. Enron’s Contribution to the MD&A 3. The SEC and the Environment

Prospective Information, Financial Reporting Release No. 36 Notes and Questions Problem

Chapter 12 - Inquiries into the Materiality of Information

A. Materiality Orthodoxy

Notes and Questions Problem

B. Speculative Information and Materiality

Basic Inc. v. Levinson Notes and Questions Problem

C. The “Total Mix” of Information and Market Efficiency

1. Truth on the Market

Wielgos v. Commonwealth Edison Co. 633 Notes and Questions Problem

2. “Puffery”

Eisenstadt v. Centel Corp. 640 Notes and Questions

D. Forward-Looking Information

1. The “Bespeaks Caution” Doctrine

Kaufman v. Trump’s Castle Funding Notes and Questions

2. Statutory Safe Harbor for Forward-Looking Statements

Asher v. Baxter International, Inc. 652 Notes and Questions Problem

3. Duty to Disclose Forward-Looking Information

Notes and Questions Problems

E. The SEC and Corporate Governance

1. Disclosure Beyond the Bottom Line: Management Integrity

In the Matter of Franchard Corp. 665 Notes and Questions Problems

2. The Interface of Materiality and Corporate Governance

In the Matter of W.R. Grace & Co. 676 Notes and Questions Problem

3. The Materiality of Being a “Bad” Citizen: Violations of State or Federal Law

SEC v. Jos. Schlitz Brewing Co. 687 Notes and Questions Problem

Chapter 13 - Fraud in Connection with the Purchase or Sale of a Security

A. Fraud “in Connection with” the Purchase or Sale of a Security

Problem

B. Private Rights of Action Under Rule 10b-5

1. Creation and Controversy

H.R. Rep. No. 104-50

2. Standing to Sue

Notes and Questions Problem

C. Scienter: Hochfelder and Beyond

1. Defining Scienter

Problem

2. Pleading Scienter

Tellabs, Inc. v. Makor Issues & Rights, Ltd. 711 Makor Issues & Rights, Ltd. v. Tellabs Inc. 715 Notes and Questions Problem

D. The Affirmative Duty to Disclose

In re Time-Warner Securities Litigation Gallagher v. Abbott Laboratories, Inc. 724 Notes and Questions Problem

E. Who is Liable?

Janus Capital Group Inc. v. First Derivative Traders Notes and Questions Problems

F. Reliance

1. Face-to-Face Transactions

Affiliated Ute Citizens v. United States Notes and Questions

2. Open Market Frauds: The Fraud on the Market Theory

Basic Inc. v. Levinson Notes and Questions Problem

3. Fraud on the Market: Some Variations 4. The Reasonableness of the Reliance: Due Care

Problem

G. Loss Causation and Damages

1. Face-to-Face Transactions

AUSA Life Insurance Co. v. Ernst & Young Notes and Questions Problem

2. Open Market Transactions

Metzler Investment GMBH v. Corinthian Colleges, Inc. 759 Notes and Questions Problem

3. Proportionate Liability

Problem

4. Securities Litigation Reform

H. Federalism and Rule 10b-5: The Problem of Corporate Mismanagement

Problem

I. Manipulation

1. Defining Manipulation

United States v. Mulheren Notes and Questions Problem

2. Issuer Repurchases 3. Short Selling

Chapter 14 - The Enforcement of the Securities Laws

A. More on the Private Enforcement of the Securities Laws

1. Champion of the Little Guy: The Class Action 2. Securities Actions After the Private Securities Litigation Reform Act of 1995

Notes and Questions

3. Closing the Bypass: The Securities Litigation Uniform Standards Act

Problems

B. Who’s Liable for Securities Fraud: Primary and Secondary Liability

1. Aiding and Abetting

SEC v. Apuzzo Notes and Questions Problem

C. Control Person and Respondeat Superior Liability

Donohoe v. Consolidated Operating & Production Corp. 804 Notes and Questions Problems

D. Rescission and Restitution of Contracts in Violation of the Securities Laws

Berckeley Inv. Group, Ltd. v. Colkitt Notes and Questions Problem

E. Responsibility and Its Costs

1. Equitable Bars to the Plaintiff’s Recovery

Bateman Eichler, Hill Richards, Inc. v. Berner

2. Indemnity and Contribution

Problem

F. Statutes of Limitations

Notes and Questions Problem

G. Enforcement Actions by the SEC

1. Investigations

a. The Investigatory Process b. Recommendations to the Commission

Report of Investigation Pursuant to Section 21(a) of the Securities Exchange Act of 1934 and Commission Statement on the Relationship of Cooperation to Agency Enforcement Decisions Notes and Questions Problems

2. Sanctioning in SEC Enforcement Proceedings

a. The Administrative Enforcement Proceeding b. The Panoply of SEC Enforcement Sanctions

KPMG, LLP v. SEC Notes and Questions Problem

3. Injunctions

Notes and Questions

H. The SEC’s Power to Discipline Professionals

Problems

I. The Duties of the Securities Lawyer

1. A Historic Step Toward Socializing the Securities Lawyer

SEC v. National Student Marketing Corp. 866 Notes and Questions Problem

2. The SEC’s Rules of Professional Conduct for Attorneys

Implementation of Standards of Professional Conduct for Attorneys Notes and Questions Problems

J. Enforcement of the Securities Laws in the Criminal Justice System

1. The Criminal Provisions of the Federal Securities Laws

United States v. Dixon Problem Notes and Questions

2. Mail and Wire Fraud 3. Racketeer Influenced and Corrupt Organizations Act

Chapter 15 - The Regulation of Insider Trading

A. Introduction B. The Source of a Duty to Abstain or Disclose

Chiarella v. United States Notes and Questions

C. “Outsider” Trading: Corporate Connections

Problem

D. The Misappropriation Theory

United States v. O’Hagan Notes and Questions Problems

E. Tippers and Tippees

1. Tipper/Tippee Liability Defined

Dirks v. SEC Notes and Questions Problems

2. Selective Disclosure: Regulation FD

Securities Act Release No. 33-7881 Notes and Questions Problems

F. Rule 14e-3

Problem

G. Enforcement of the Insider Trading Prohibition

Problems

H. Insider Trading and Section 16

1. The Scope of Section 16(b)

Huppe v. WPCS Int’l Inc. 945 Notes and Questions Problems

2. Executive Compensation 3. Pension Blackout Periods 4. Is There a Need for Reform?

Notes and Questions

I. Insider Trading Abroad

Chapter 16 - Shareholder Voting and Going-Private Transactions

A. The Election of Directors and Other Routine Matters

1. Mandatory Disclosure 2. Proposals, Recommendations and Elections

Business Roundtable v. SEC Notes and Questions Problem

B. The Reach of the Proxy Rules C. “Solicitations”

Notes and Questions Problem

D. Proxy Fraud

Virginia Bankshares, Inc. v. Sandberg Notes and Questions Problem

E. Going-Private Transactions

In re Meyers Parking Systems Inc., Exchange Act Release No. 26069 Notes and Questions Problem

Chapter 17 - Corporate Takeovers

A. Introduction: The Policy Dilemma B. The Early Warning System: Section 13(d)

Wellman v. Dickinson Notes and Questions Problem

C. Tender Offer Regulation: Controlling the Bidder Problem

1. Disclosure by Bidders and the Antifraud Prohibition 2. Enforcement 3. Substantive Regulation

a. Duration b. Withdrawal and Proration c. “Mini Tender Offers” d. The All-Holders/Best-Price Rule

Epstein v. MCA Corp. 1003 Notes and Questions Problem

4. “Tender Offer”

Problem

D. The Williams Act and the Global Tender Offer E. Tender Offer Defense: Controlling Target Management

1. Disclosure and Enforcement

Schreiber v. Burlington Northern Inc. 1013 Notes and Questions

2. Purchases by (or for) the Issuer of Its Own Securities

Chapter 18 - Regulation of Broker-Dealers

A. Regulation of the Broker-Dealer Industry: Structure and Oversight

1. Entry

Problems

2. Supervising the Conduct of Broker-Dealers and Their Associated Persons

a. Self-Regulation b. Direct SEC Supervision of Brokers and Dealers

In the Matter of John Gutfreund et al. 1023 Notes and Questions Problem

B. The Responsibilities of Brokers to Their Customers

1. The Broker as Agent: Fiduciary Obligations and the Shingle Theory

a. Best Execution b. Advice and Recommendations

Problem

2. “Know Your Security”

Hanly v. SEC Notes and Questions Problem

3. Investment Analysts and Their Conflicts of Interest

Problem

4. Suitability

a. The Basic Obligation

Brown v. E.F. Hutton Group Inc. 1041 Notes and Questions Problem

b. Suitability, Risk Disclosure, and the Sophisticated Investor

Banca Cremi, S.A. v. Alex. Brown & Sons, Inc. 1049 Notes and Questions Problem

5. Churning and Other “Relational” Frauds

Merrill Lynch, Pierce, Fenner & Smith v. Arceneaux Notes and Questions Problem

6. Price Protection: Markups and Other Matters 7. Arbitration 8. Broker-Dealers and Inside Information

Bateman Eichler, Hill Richards, Inc. v. Berner Notes and Questions Problem

C. Substantive Regulation: Credit and Financial Soundness

1. Margin Requirements 2. The Financial Soundness of Broker-Dealers 3. Dodd-Frank and Systemic Risk 4. Credit Rating Reform

Chapter 19 - The Investment Advisers and Investment Company Acts of 1940

A. The Regulation of Investment Advisers

1. The Registration Requirement 2. Substantive Regulation 3. Conduct Regulation: Section 206

SEC v. Capital Gains Research Bureau Inc. 1081 Notes and Questions

4. Investment Advice, Investment Information, and the First Amendment

Lowe v. SEC Notes and Questions Problem

B. Mutual Funds and Other Investment Companies

1. The Structure and Governance of a Mutual Fund

Investment Company Act Release No. 24,082 Problem

2. Sales and Redemptions of Mutual Fund Shares

a. Prices and Distribution Charges b. Abusive Trading Practices

Problem

c. Money Market Funds

3. The Compensation of Investment Company Affiliates

Jones v. Harris Associates L.P. 1104 Notes and Questions Problem

4. Self-Dealing by Investment Company Affiliates 5. The Definitional Problem

Problem

6. Hedge Funds

Chapter 20 - Transnational Fraud and the Reach of U.S. Securities Laws

A. The Extraterritorial Application of U.S. Securities Laws

1. In General 2. Limiting the Reach of Securities Law: The Morrison Decision

Morrison v. National Australia Bank, Ltd. 1116 Study on the Cross-Border Scope of the Private Right of Action Under Section 10(b) of the Securities Exchange Act of 1934 Notes and Questions Problems

3. Morrison Applied

Absolute Activist Value Master Fund Ltd. v. Ficeto Notes and Questions Problems

4. Choice of Law Options: The Relevance of Foreign Law in Securities Litigation

Bonny v. The Society of Lloyd’s Notes and Questions Problem

B. Enforcement Challenges Presented by an Internationalized Securities Market

1. Unilateral Enforcement Efforts

a. Discovery Sanctions b. The Reach for Assets

2. Bilateral Enforcement Efforts 3. Multilateral Enforcement Efforts

SEC Announces IOSCO Unveiling of Multilateral Agreement in Enforcement Cooperation

Table of Cases Index

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