"Capital is the defining feature of modern economies, yet most people have no idea where it actually comes from. What is it, exactly, that transforms mere wealth into an asset that automatically creates more wealth? The Code of Capital explains how capital is created behind closed doors in the offices of private attorneys, and why this little-known fact is one of the biggest reasons for the widening wealth gap between the holders of capital and everybody else. In this revealing book, Katharina Pistor argues that the law selectively "codes" certain assets, endowing them with the capacity to protect and produce private wealth. With the right legal coding, any object, claim, or idea can be turned into capital - and lawyers are the keepers of the code. Pistor describes how they pick and choose among different legal systems and legal devices for the ones that best serve their clients' needs, and how techniques that were first perfected centuries ago to code landholdings as capital are being used today to code stocks, bonds, ideas, and even expectations--assets that exist only in law. A powerful new way of thinking about one of the most pernicious problems of our time, The Code of Capital explores the different ways that debt, complex financial products, and other assets are coded to give financial advantage to their holders. This provocative book paints a troubling portrait of the pervasive global nature of the code, the people who shape it, and the governments that enforce it."--Provided by publisher.

Corporate Finance and the Securities Laws has been winning over practitioners with its clear andquot;how to do itandquot; approach ever since its publication in 1990. This acclaimed guide is now completely updated in this Fifth Edition to help you meet the challenges of raising capital in today's increasingly regulated marketplace. Written in plain English by two top experts in the field - each with literally hundreds of successful deals under his belt, Corporate Finance and the Securities Laws is the andquot;go toandquot; resource which explains the mechanics of corporate finance together with the statutes that govern each type of deal. You'll receive expert corporate finance analysis, procedural guidance, and practical securities law pointers every step of the way to help you Structure all types of corporate finance deals - from public, private, and offshore offerings to corporate debt restructurings, commercial paper programs, raising capital, and asset-based securities transactions Root out problems before corporate finance deals are put in motion, with heads-up input on securities law prohibited practices, potential liabilities, conflicts of interest, due diligence concerns, and other red-flag issues Shepherd transactions through the corporate finance regulatory process with a clear understanding of applicable statutes and their implications in real-life situations Know what to do when securities law problems crop up - and find clear answers to the countless questions that develop in the course of a corporate finance deal Close deals, raising capital in a timely manner and work shoulder to shoulder with clients to accomplish your corporate finance objectives

This Seventh Edition of Corporate Finance and the Securities Laws is about doing deals--transactions in which companies raise funds in the U.S. and international capital markets. We have tried to retain the book's practical orientation, which we believe was responsible for the previous editions' considerable success. We do not intend this book as a complete treatise on the U.S. federal securities laws, nor do we intend it as an investor's or issuer's guide to the capital markets. Rather, we are trying to explain the legal environment in which capital markets transactions take place, just as we are trying to explain the capital markets transactions to which that environment is always trying to adapt. Highlights of the Seventh Edition include: SEC administrative proceedings and SCOTUS decision in Axon Enterprise, Inc. v. FTC and SCOTUS agreement to hear Jarkesy v. SEC Change in SEC personnel's standard disclaimer when making public statements Second Circuit decision in Kirschner holding bank loans not to be securities after SEC's declining to state its views; SEC commissioner's speech raising prospect that bank loans might eventually be treated as securities Digital assets: SEC enforcement proceedings alleging digital assets to be securities for purposes of 1933 Act registration and 1934 Act broker-dealer and securities exchange registration; SEC partial defeat in Ripple litigation in SDNY followed by favorable decision in Terraform less than three weeks later; SEC use of Section 17(b) of 1933 Act to pursue celebrity endorsers of digital assets; prospects for federal legislation Proposed legislation to make electronic delivery the default method of delivering communications required under federal securities laws Amendment of SIFMA model form of agreement among underwriters to authorize syndicate manager or another underwriter to act as ''calculating underwriter'' for purposes of calculating ''probability of default'' under amended Rules 101 and 102 of Regulation M Amendment of SIFMA model form of agreement among underwriters to reflect amendments to FINRA Rule 11880 regarding settlement of syndicate accounts ''T+1'' standard settlement cycle as of May 28, 2024 SEC decision not to extend no-action relief for research providers affected by MiFID II's unbundling rule EU and California climate disclosure requirements' effects on prospective SEC requirements Prospects for use of Artificial Intelligence in due diligence and in SEC staff selection of filings for review SEC approval of rule changes at options exchanges to speed up listing and trading of options on IPO shares SCOTUS decision in Slack Section 11 litigation arising out of Slack's direct listing that a plaintiff under Section 11 must be able to trace his shares to a defective 1933 Act registration statement SEC approval of NYSE and Nasdaq rules to permit more pricing flexibility for ''direct listings'' with a simultaneous sale of securities by the issuer but on condition that the issuer retain an underwriter for the shares to be sold by the issuer SEC enforcement proceedings involving SPACs SEC amendment of Rules 101 and 102 of Regulation M to eliminate exceptions based on credit ratings in favor of exceptions based on a ''probability of default'' standard for fixed income nonconvertible securities and eligibility to use Form SF-3 for ABS SEC adoption of Rule 9j-1 to prohibit fraud, deceit or manipulation related to security-based swaps Second Circuit reversal of class certification in Goldman Sachs litigation under Rule 10b-5 because of ''front-end-back-end genericness gap'' and concurring judge's prediction of confusion as courts ''navigate a materiality-reliance twilight zone'' SCOTUS to review Second Circuit's Moab Partners decision regarding the circumstances under which a failure to comply with Item 303 of SEC's MD&A rules gives rise to liability under Rule 10b-5 Responding to SEC's new rules on reporting material cybersecurity incidents and disclosing cybersecurity risk management processes FASB adoption of ASU No. 2022-04 on disclosure of supplier finance arrangements . SEC amendment of Rule 15b9-1 under the 1934 Act to narrow ability of certain members of national securities exchanges to avoid having to become members of FINRA More court cases in which respondents challenge FINRA's constitutionality SEC issuance of exemption under Rule 15c2-11 for Rule 144A fixed-income securities (including ABS) SEC commissioner's proposal of revisions to Form D to increase its informational content and to require that the form be filed before the commencement of an offering Criticism of Second Circuit's Parkcentral requirement for ''something'' more than a domestic transaction under Morrison Foreign private issuers subject to SEC's new requirements to report information on share repurchases ''Pre-IPO'' convertible debt offerings Regulator-induced write-down of $17 billion of Credit Suisse's Additional Tier 1 capital securities with subsequent litigation and closer scrutiny of asset class President Biden proposal to quadruple excise tax on share repurchases, potential applicability to certain stock-for-stock acquisitions and potential exposure of certain foreign private issuers to excise tax New disclosure requirements about share repurchases Amendments to Rule 10b5-1 as applicable to share repurchases Renewed regulatory focus on broker-dealer and hedge fund compliance with Rule 14e-4 Amendments to Section 242 of Delaware General Corporation Law to facilitate stock splits Eligibility to use Form SF-3 as basis for exception from Regulation M

Corporate Finance and the Securities Laws has been winning over practitioners with its clear "how to do it" approach ever since its publication in 1990. This acclaimed guide is now completely updated in this Sixth Edition to help you meet the challenges of raising capital in today's increasingly regulated marketplace. Written in plain English by two top experts in the field - each with literally hundreds of successful deals under his belt, Corporate Finance and the Securities Laws is the "go to" resource which explains the mechanics of corporate finance together with the statutes that govern each type of deal. You'll receive expert corporate finance analysis, procedural guidance, and practical securities law pointers every step of the way to help you Structure all types of corporate finance deals - from public, private, and offshore offerings to corporate debt restructurings, commercial paper programs, raising capital, and asset-based securities transactions Root out problems before corporate finance deals are put in motion, with heads-up input on securities law prohibited practices, potential liabilities, conflicts of interest, due diligence concerns, and other red-flag issues Shepherd transactions through the corporate finance regulatory process with a clear understanding of applicable statutes and their implications in real-life situations Know what to do when securities law problems crop up - and find clear answers to the countless questions that develop in the course of a corporate finance deal Close deals, raising capital in a timely manner and work shoulder to shoulder with clients to accomplish your corporate finance objectives

Representing Corporate Officers and Directors and LLC Managers, Third Edition (formerly titled Representing Corporate Officers, Directors, Managers, and Trustees) is a guide to the practical aspects of corporate governance for attorneys, corporate officers and directors, LLC managers, and trustees. Following the repercussions of past corporate and accounting scandals, new legislation, rules, and standards by governmental bodies and society have greatly increased the focus on the responsibilities and liabilities of directors, officers, managers, and trustees. Increased SEC oversight, new NYSE and NASDAQ listing standards, new cybersecurity compliance guidance, new fiduciary and other duties, and new criminal penalties have all changed the landscape for those who control corporations. By logically laying out the steps to safe corporate governance, the analysis, cases, tables, and checklists guide the veteran and neophyte alike. Representing Corporate Officers and Directors and LLC Managers tells you what to look for...what to look out for...and what steps to take to protect your corporate clients in today's harsh regulatory environment. It's the only up-to-date work of its kind to offer both in-depth analysis and practical guidance on key aspects of this critically important area. This updated Third Edition thoroughly covers: Directors' duties of care and loyalty-- including the different standards which have been imposed on directors regarding the duty of care...the duty of loyalty...the business judgment rule... when directors are entitled to rely on the advice of others...improperly influencing audits under the Sarbanes-Oxley Act... improper distributions...and more. Conflicts of interest--with examples of conflict of interest transactions, and discussion of loans to or by directors and officers...secret profits...and the duty to safeguard confidential or inside information-- plus, how certain transactions considered improper can be ratified and thus become legitimate. Federal securities laws--including everything from overviews of the laws, the SEC, and securities themselves-- to jurisdiction, pleading, remedies, and defenses in securities cases... criminal penalties...and attorneys' responsibilities regarding liability under Sarbanes-Oxley. Indemnification and insurance-- with discussion of mandatory and permissive indemnification and the scope of indemnification in various states... when a director may be indemnified even if not wholly successful in defense of an action...directors' and officers' liability insurance...types and extent of insurance coverage...tax law treatment...and exclusions. Tender offers--including antitakeover measures, two-tier and squeeze-out mergers, and golden parachute agreements, poison pill plans, and greenmail...potential liability in tender offers...and implementing mergers and acquisitions, with securities law, antitrust, tax, accounting, and labor law considerations.

With its modular organization, Cox, Hillman, and Langevoort's second edition is notable for its currency and class-proven pedagogy. This popular casebook builds on the problem approach to provide an intellectually stimulating yet eminently teachable introduction To The field. SECURITIES REGULATION, Second Edition, opens with an engaging chapter that presents the issues in terms of their effect on investors. From this unique starting point, students progress to well-conceived problems that require them to fill the role of judge or lawyer. Timely coverage brings students in direct contact with: mutual funds; a new chapter on Investment Advisers and Investment Companies explores the growth of the industry And The resulting regulatory problems the Private Securities Litigation Reform Act of 1995 today's high tech environment and its implications for regulation contemporary theories and academic literature The problems in SECURITIES REGULATION, Second Edition, are carefully structured to be multi-level, So professors have a point of departure into as much theory as they wish. With this modular casebook, you can select the subjects and topics you wish to cover and sequence them to match your syllabus. Whatever level of depth and detail your course brings To The Securities Act or the Securities Exchange Act, this fully revised casebook will fit your needs.

The goal of this book is to prepare safety and health professionals to recognize and address human resource issues, applicable laws and regulations, as well as change management techniques used to alter the safety culture within their operations. This book will provide awareness to avoid or address HR related policies/issues/laws which can result in costly litigation, grievances, and other negative implications. The book will address the "pitfalls" for safety professionals to avoid as well as provide the methodology to attain the cultural change necessary to achieve and maintain safety performance. Features Prepares safety professionals how to avoid or address HR issues and laws Provides awareness of applicable labor and employment laws and regulations Covers change management skills applicable to the safety function Enables the safety professional to recognize legal requirements from everyday questions asked by employees Helps safety professionals to prevent becoming entangled in legal issues resulting from their actions or inactions

This book is the only published version of the new Uniform Securities Act that includes reporteriquest;s notes. Joel Seligman, The reporter for this revision To The act, Is a noted expert in securities regulation and provides authoritative insight throughout the book. it will benefit Securities Attorneys in government and private practice who practice state securities laws, state legislators and regulators, corporate counsel as well as private law firm and governmental Libraries, Law school faculty and libraries, and self-regulatory organizations. Includes discussions of the seven articles covered in the New Act: General Provisions Exemptions from Registration of Securities and Notice Filing of Federal Covered Securities Broker-Dealers, Agents, Investment Advisers, Investment Adviser Representatives, and Federal Covered Investment Advisers Fraud and Liabilities Administration and Judicial Review Transition Also, The Securities Industry Association has endorsed the New Uniform Securities Act by Joel Seligman.

The system of securities regulation that prevails today in the United States is one that has been formed through piecemeal federal legislation, Securities and Exchange Commission (SEC) invocation of its administrative authority, and self-regulatory episodic action. As a consequence, the presence of consistent and logical regulation all too often is lacking. In both transactional and litigation settings, with frequency, mandates apply that are erratic and antithetical to sound public policy. This book focuses on "rethinking" the securities laws, with particular emphasis on the Securities Act and Securities Exchange Act. In 1978, the American Law Institute (ALI) adopted the ALI Federal Securities Code. The Code has not been enacted by Congress and its prospects are dim. Since that time, no treatise, monograph, or other source comprehensively has focused on this meritorious subject. The objective of this book is to identify the deficiencies that exist under the current regimen, address their failings, provide recommendations for rectifying these deficiencies, and set forth a thorough analysis for remediation in order to prescribe a consistent and sound securities law framework. By undertaking this challenge, the book provides an original and valuable resource for effectuating necessary law reform that should prove beneficial to the integrity of the U.S. capital markets, effective and fair government and private enforcement, and the enhancement of investor protection.

The economic crisis has highlighted major shortcomings in the EU flexicurity strategy which, although suitable to tackle structural unemployment in a period of economic growth, it proved unable to stand the impact of the recession, which requires specific measures to maintain employment. Against this background, the authors of the present papers, which were presented at the International Scientific Conference “Labour Market of the 21st Century: Looking for Flexibility and Security”, on the occasion of the 370th Anniversary of the establishment of Vilnius University’s Faculty of Law, that took place on 12–14 May 2011, investigate the development of labour regulation in the 21st century, with particular reference to the relation between flexibility and security and to the need to strike a balance between these two elements. The contributions address the issue in a comparative and transnational perspective and provide some insights into the development of national models of flexibility and social security.