Securities Law and Practice Deskbook (Sixth Edition)

Securities Law and Practice Deskbook is a definitive one-volume guide to the Securities Act of 1933 (“Securities Act”), the Securities Exchange Act of 1934 (“Exchange Act”), relevant rules and regulations, and key case law. The book is intended to serve as an initiation into the United States federal securities laws and the way that securities lawyers approach problems. It also is meant to serve more experienced practitioners as a general review and first resource when approaching a new or unfamiliar area of securities law.

Updated twice a year to keep pace with frequently changing rules and regulations, the latest release includes updates on:

• Chapter 1 (Approaching Securities Law). After its share repurchase rules were vacated in response to litigation and motions to stay, the Commission stays its climate change disclosure rules pending resolution by the Eighth Circuit Court of Appeals of challenges to the rules.
• Chapter 5 (Reach of Securities Act Regulation). The Ripple decision and litigation continue with the Commission seeking $2 billion in penalties. No doubt, Ripple will have wide-ranging implications for the application of securities law to digital assets. Congressional and more Commission action will be on the way for the digital asset industry.
• Chapter 8 (Securities Act Liability). On July 1, 2024, new SPAC rules imposing new disclosure requirements in SPAC IPOs and “de-SPAC” transactions went into effect. Target companies are now considered “co-registrants” of Securities Act registration statements, subjecting the target and other individuals to potential section 11 liability.
• Chapter 9 (Registration and Periodic Reporting Under the Exchange Act). A unanimous Supreme Court decides Macquarie Infrastructures, holding that “pure omissions”—the failure to make a disclosure required in MD&A—cannot support a private claim under section 10(b) and Rule 10b-5(b) in the absence of an otherwise-misleading statement. Companies must disclose whether they have an insider trading policy (and if not, why not) and file their insider trading policy annually as an exhibit to their annual report, effective for fiscal years beginning on or after April 1, 2023. A template insider trading policy has been included in chapter 12 as Exhibit 12.1.
• Chapter 10 (Regulation of Proxy Solicitations). The remaining 2020 proxy rule amendments relating to proxy advisory services were vacated by the District of Columbia District Court, which ruled that the Commission had exceeded its authority in deeming proxy voting advice for a fee to be a “solicitation.” On the shareholder proposal front, will ExxonMobil’s court challenge to certain proposals become the standard for an “end run” around the Commission’s Rule 14a-8 no-action process?