The Anatomy of the Law, Regulation and Economics of Securities and Financial Markets in the United States
The Anatomy of the Law, Regulation and Economics of Securities and Financial Markets in the United States

Author: Massimiliano Caruso

Publisher: Singulab

Published: 2023-09-11

Total Pages: 10

ISBN-13:

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This book is an attempt to provide a systematic, comprehensive, and in-depth examination of the theories, policies, and practicalities of securities and capital markets regulation. It analyzes the regulation of the process of raising capital in public offerings and private placements of securities, which is governed primarily by the Securities Act of 1933, and the regulation of trading and trading venues, which is governed by the Securities Exchange Act of 1934. It also focuses on market manipulation and insider trading as well as on issues of market structure. As other books that I wrote, it is designed to be neutral, current, functional, concise and clear. I believe this book will challenge your preconceptions, broaden your horizons, and leave you with a greater appreciation of the complexity of the subject, for, among others, the following reasons: (i) Rather than advocating for one particular viewpoint, after carefully researching and analyzing a wide range of sources, including the surrounding context of the most important cases, I have taken a neutral approach to ensure that the information presented is unbiased and trustworthy, making it an ideal starting point for anyone looking to gain a deeper understanding of the most disputed theories and views on the securities and capital markets regulation. (ii) The rise of crypto-assets offerings and decentralized finance, high-frequency trading, dark pools, and new sophisticated typologies of market manipulation and insider trading has brought new complexities and dramatic transformations, raises questions about market fairness, transparency, and accountability, and threatens to undermine the very foundations of securities and capital markets regulations. Crypto-assets and offerings of crypto-assets, in particular, have challenged and breathed new life into the importance of the Howey and Reves tests in assessing the nature of security (or non-security) of instruments, contracts, transactions and schemes. (iii) This book considers the economic principles that underpin the functioning of the capital market, including market efficiency, supply and demand dynamics, and pricing mechanisms, and in so doing allows a deeper understanding of the critical issues shaping the modern capital markets. It is in fact, to some extent, a mixture of law, public policy, and economics.

United States Securities Law
United States Securities Law

Author: James M. Bartos

Publisher: Kluwer Law International B.V.

Published: 2006-01-01

Total Pages: 326

ISBN-13: 9041123628

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Capital raising, mergers and acquisitions and securities trading around the world often involve some connection with the United States and implicate the US securities laws. United States Securities Law: A Practical Guide ,offers a concise overview of US securities laws from the perspective of a non-US participant. It is written not only for lawyers but for managers, bankers and others with an interest in the topic. This new edition has been significantly updated and expanded, including for the SEC's recent offering reforms and corporate governance developments. Praise for the Second Edition: This book has been a valuable resource in effectively counselling my company in the intricacies of SEC regulation. Jim, with his many years of counselling foreign issuers out of his firms London office, writes with a perspective that is particularly relevant to the needs of foreign companies listed on US exchanges. George Miller, Executive Vice President and General Counsel, Novartis Corporation. A well written and useful primer for those looking for quick, practical answers to real life questions or who wish to understand better the background and rationale to US securities law and regulation. Leland Goss, Managing Director, Credit Suisse. This book really is a practical guide to the US securities laws. It does a great job of explaining the rules and regulations in a way that can be understood by readers that are not themselves US securities lawyers. Peter Castellon, Director andamp; Counsel, Citigroup Corporate andamp; Investment Banking.

The Logic of Securities Law
The Logic of Securities Law

Author: Nicholas L. Georgakopoulos

Publisher: Cambridge University Press

Published: 2017-05-04

Total Pages: 215

ISBN-13: 1108146171

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This book opens with a simple introduction to financial markets, attempting to understand the action and the players of Wall Street by comparing them to the action and the players of main street. Firstly, it explores the definition of a security by its function, the departure from the buyer beware environment of corporate law and the entrance into the seller disclose environment of securities law. Secondly, it shows that the cost of disclosure rules is justified by their capacity to combat irrationalities, fads, and panics. The third section explains how the structure of class actions is designed to improve deterrence. Next it explores the economic harm from insider trading and how the law fights it. In sum, the book shows how all these parts of securities law serve the virtuous cycle from liquidity to accurate prices and more trading and how the great recession showed that our securities regulation reacted mostly adequately to the crisis.

The Anatomy of Corporate Law
The Anatomy of Corporate Law

Author: Reinier H. Kraakman

Publisher: Oxford University Press

Published: 2017

Total Pages: 305

ISBN-13: 019873963X

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This is the long-awaited third edition of this highly regarded comparative overview of corporate law. This edition has been comprehensively revised and updated to reflect the profound changes in corporate law and governance practices that have taken place since the previous edition. These include numerous regulatory changes following the financial crisis of 2007-09 and the changing landscape of governance, especially in the US, with the ever more central role of institutional investors as (active) owners of corporations. The geographic scope of the coverage has been broadened to include an important emerging economy, Brazil. In addition, the book now incorporates analysis of the burgeoning use of corporate law to protect the interests of "external constituencies" without any contractual relationship to a company, in an attempt to tackle broader social and economic problems. The authors start from the premise that corporations (or companies) in all jurisdictions share the same key legal attributes: legal personality, limited liability, delegated management, transferable shares, and investor ownership. Businesses using the corporate form give rise to three basic types of agency problems: those between managers and shareholders as a class; controlling shareholders and minority shareholders; and shareholders as a class and other corporate constituencies, such as corporate creditors and employees. After identifying the common set of legal strategies used to address these agency problems and discussing their interaction with enforcement institutions, The Anatomy of Corporate Law illustrates how a number of core jurisdictions around the world deploy such strategies. In so doing, the book highlights the many commonalities across jurisdictions and reflects on the reasons why they may differ on specific issues. The analysis covers the basic governance structure of the corporation, including the powers of the board of directors and the shareholder meeting, both when management and when a dominant shareholder is in control. It then analyses the role of corporate law in shaping labor relationships, protection of external stakeholders, relationships with creditors, related-party transactions, fundamental corporate actions such as mergers and charter amendments, takeovers, and the regulation of capital markets. The Anatomy of Corporate Law has established itself as the leading book in the field of comparative corporate law. Across the world, students and scholars at various stages in their careers, from undergraduate law students to well-established authorities in the field, routinely consult this book as a starting point for their inquiries.

The Anatomy of Corporate Law
The Anatomy of Corporate Law

Author: Reinier Kraakman

Publisher: OUP Oxford

Published: 2009-07-23

Total Pages: 578

ISBN-13: 0191582778

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This is the long-awaited second edition of this highly regarded comparative overview of corporate law. This edition has been comprehensively updated to reflect profound changes in corporate law. It now includes consideration of additional matters such as the highly topical issue of enforcement in corporate law, and explores the continued convergence of corporate law across jurisdictions. The authors start from the premise that corporate (or company) law across jurisdictions addresses the same three basic agency problems: (1) the opportunism of managers vis-à-vis shareholders; (2) the opportunism of controlling shareholders vis-à-vis minority shareholders; and (3) the opportunism of shareholders as a class vis-à-vis other corporate constituencies, such as corporate creditors and employees. Every jurisdiction must address these problems in a variety of contexts, framed by the corporation's internal dynamics and its interactions with the product, labor, capital, and takeover markets. The authors' central claim, however, is that corporate (or company) forms are fundamentally similar and that, to a surprising degree, jurisdictions pick from among the same handful of legal strategies to address the three basic agency issues. This book explains in detail how (and why) the principal European jurisdictions, Japan, and the United States sometimes select identical legal strategies to address a given corporate law problem, and sometimes make divergent choices. After an introductory discussion of agency issues and legal strategies, the book addresses the basic governance structure of the corporation, including the powers of the board of directors and the shareholders meeting. It proceeds to creditor protection measures, related-party transactions, and fundamental corporate actions such as mergers and charter amendments. Finally, it concludes with an examination of friendly acquisitions, hostile takeovers, and the regulation of the capital markets.