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Capital Markets Handbook, 7th Edition (1-year Online Subscription)

Capital Markets Handbook, 7th Edition (1-year Online Subscription)

作者： John C. Burch, Jr.; Bruce S. Foerster
出版商： Wolters Kluwer Legal & Regulatory U.S. (Online)
ISBN: 10071652
出版时间 Subscription-type (Contents updated periodically)
规格： Online , 1270 pages
适应领域： U.S. ? 免责申明：
Countri(es) stated herein are used as reference only

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Capital Markets Handbook, Seventh Edition is the definitive desk reference for capital market professionals and a complete resource for anyone working in the financial markets field. Written by seasoned professionals in association with the SIA, Capital Markets Handbook covers the latest developments in major securities legislation, and all aspects of documentation, underwriting, pricing, distribution, settlement, immediate aftermarket trading of new issues, compliance issues, a glossary, a bibliography, and appendices containing the full text of the primary statutes and regulations.

Topics include the underwritten new issue process: documentation, underwriting, marketing, pricing, allocating, distributing, aftermarket trading, settlement and delivery, compliance and the concept evolution, and current state of industry self-regulation. A new feature—“Marketing Exempt Offerings and Alternative Offering Structures”—provides information on the SEC’s recent efforts to expand on offerings exempt from the registration requirements of the Securities Act of 1933.

Each chapter starts with an overview from the authors to provide context, historical perspective and advice on how to deal with nettlesome issues arising from the subject matter covered therein—a treasure-trove of securities law, customs, and traditions—“lessons learned” from actual hands-on management of underwritten transactions covering the entire spectrum of the new issue process and not from reading legal treatises.

The Seventh Edition expands the overview of each chapter by providing targeted insights and perspectives for three distinct audiences: investment bankers, buy-side investors and issuers, venture capitalists and private equity general partners The Seventh Edition also recasts relevant information covering industry third-party service providers and publications; financial printers; tombstone advertising; credit-ratings agencies; text of Regulation M; pertinent Financial Industry Regulatory Authority (FINRA) Notices, relevant Op-eds, articles and open letters, and a compilation of significant dates in securities industry history from old Appendices into appropriate chapters.

Lastly, there is a new chapter, the “Language of Wall Street,” to provide an expanded glossary of investment banking/capital markets terms; a compilation of acronyms for service-marked derivative securities, and a bibliography with reference sources conveniently grouped together.
About the Authors

Preface

Acknowledgments

Chapter 1

INTRODUCTION TO THE SEC AND RELEVANT ACTS RELATING TO CAPITAL MARKETS REGULATION

§ 1.01 Capital Markets Rule of the Game

§ 1.02 Introduction to the U.S. Securities and Exchange Commission

§ 1.03 Compilation of Federal Securities Laws

§ 1.04 Federal Reserve Primer

§ 1.05 Significant Dates in Securities Industry History

Chapter 2

DUE DILIGENCE AND UNDERWRITING DOCUMENTATION

§ 2.01 Due Diligence and Internal Review

§ 2.02 Underwriting Documents

§ 2.03 Letter of Intent

§ 2.04 Distinction Between Firm Commitment Underwritings and Best-Efforts Offerings

§ 2.05 Underwriting Agreement

§ 2.06 Agreement Among Underwriters

§ 2.07 Selected Dealer Agreement

§ 2.08 International Tranches

§ 2.09 Competitive Bidding/Evolution of Shelf Registration Offerings

§ 2.10 Canadian Wrapper

Chapter 3

PRIMARY MARKET, UNDERWRITING AND NEW ISSUE MARKETING

§ 3.01 Underwriting Process

§ 3.02 New Issue Marketing Processes

§ 3.03 Preliminary Prospectus Delivery and Recirculation/ Free Writing Prospectus

§ 3.04 Quiet Period and Offering Reform

§ 3.05 Antecedents of Present Day Corporate Structures, Financing, and Accounting Techniques

§ 3.06 Underwriting Custom, Tradition, and History

Chapter 4

DEAL PRICING

§ 4.01 Pre-Pricing Lead Manager Housekeeping Items

§ 4.02 Pricing Under Rule 430A

§ 4.03 Discussion Points/Negotiating Strategy

§ 4.04 Underwriting Compensation

§ 4.05 Corporate Financing Rule

§ 4.06 Intraday Pricing

§ 4.07 Post-Pricing Housekeeping Items

§ 4.08 Deal Pricing in an After-Hours Trading Environment and Under T+1 Settlement Convention

Chapter 5

ALLOCATION, DISTRIBUTION, AND AFTER-MARKET TRADING OF EXCHANGE-LISTED NEW ISSUES

§ 5.01 Allocation and Confirmation of Underwritten Securities

§ 5.02 Over-Allotment—the “Green Shoe”

§ 5.03 Over-Allotment—“Naked Short”

§ 5.04 Trading Restrictions—Regulation M

§ 5.05 Penalty Clause in the Agreement Among Underwriters

§ 5.06 Offering Distribution

§ 5.07 Deal Allocation

§ 5.08 Institutional Pot

§ 5.09 Stabilization

§ 5.10 Passive Market Making

§ 5.11 Shelf Offerings/Bought Deals

Chapter 6

MARKETING EXEMPT OFFERINGS AND ALTERNATIVE OFFERING STRUCTURES

§ 6.01 Private Placements Under Rule 144A and the PORTAL Market

§ 6.02 Rule 144—Sale of Unregistered Securities

§ 6.03 Rule 152—Limited Safe Harbors from Integration

§ 6.04 Corporate Repurchase of Equity Securities

§ 6.05 Small Public Offerings Crowdfunding

§ 6.06 On-Line New Issue Dutch Auctions

§ 6.07 Depositary Receipts

Chapter 7

SETTLEMENT AND DELIVERY

§ 7.01 Payment, Delivery, and Authority to Borrow

§ 7.02 Market Outs/Calamity Outs

§ 7.03 Termination

§ 7.04 Default

§ 7.05 Settlement with the Issuer

§ 7.06 Settlement with Underwriters

§ 7.07 Settlement with Selected Dealers

§ 7.08 Prospectus Delivery

§ 7.09 Source Materials for Contact Information of Select Securities Industry Entities

Chapter 8

REGULATION AND COMPLIANCE

§ 8.01 NYSE/NASD IPO Advisory Committee Report and Recommendations

§ 8.02 Underwriting Compliance Issues

§ 8.03 Marketing/Research Compliance

§ 8.04 Pricing

§ 8.05 Deal Allocation

§ 8.06 Aftermarket Trading

§ 8.07 Settlement and Delivery

§ 8.08 Other Compliance Issues

§ 8.09 Continuing Professional Education

§ 8.10 “Test-the-Waters”

Chapter 9

DOMESTIC AND SELECTED INTERNATIONAL SECONDARY MARKETS

SELF-REGULATION/SROs/SERVICE PROVIDERS SETTLEMENT

AND CLEARANCE FACILITIES

§ 9.01 Self-Regulation/SROs/Service Providers

§ 9.02 Concept

§ 9.03 Industry-Wide Continuing Education

§ 9.04 Insider Trading

§ 9.05 Registration of Exchanges, National Securities Associations, Broker-Dealers, Settlement and Clearing Facilities, and Other Entities

§ 9.06 Domestic Stock and Options Markets and Clearing Facility

§ 9.07 Source Materials for Contact Information of Select Securities Industry Entities

Chapter 10

LANGUAGE OF WALL STREET

§ 10.01 Glossary

§ 10.02 Service-Marked Derivative Securities

§ 10.03 Building Blocks For Capital Markets Practitioners’ Personal Professional Library

§ 10.04 Bibliography and Suggested Referenced Sources

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