Regulation of Securities, Markets, and Transactions: A Guide to the New Environment

Preface xvii

Chapter 1 Regulation 1

Securities and the Public Interest 1

Meaning of ‘‘Security’’ 3

Debt, Equity, and Option Securities 4

Securities Transactions 6

Institutional and Functional Regulation 7

Exclusions and Exemptions 9

Structure of Securities Laws 14

Other Securities Laws 16

Regulatory Objectives 19

Disclosure and Transparency 21

Regulation and Supervision 24

Registration 29

Registration of Securities 30

Registration of Entities and Persons 34

Issuers of Securities 35

Self-Regulatory Organizations 39

Registered Self-Regulatory Organizations 41

Special-Purpose Self-Regulatory Organizations 44

Regulation of Registered Entities and Persons 44

Chapter 2 Regulation of Nonregistered Entities and Persons 62

Introduction 62

Nonsecurities Laws 68

Chapter 3 Accounting and Auditing 78

Introduction 78

Accounting 78

Mark-to-Market Accounting 80

Auditing 81

Objectives-Oriented Rules for Accounting and Auditing 84

Audit Committees 85

Accounting Capital and Regulatory Capital 86

Accountancy Law 87

Chapter 4 Introduction to Notes 88

Public Laws 88

United States Code 89

Code of Federal Regulations 90

Supreme Court Decisions 91

Federal Register 91

SEC Releases 92

Prefixes for SEC Releases 94

Selected Releases by the Securities and Exchange Commission 94

SEC Release 34-16900, 17 JUN 80, 45 FR 41920, 23 JUN 80 94

SEC Release 34-20221, 23 SEP 83, 48 FR 45167, 3 OCT 83 94

SEC Releases 33-7375, 34-38067, and IC-22412, 20 DEC 96, 62 FR 519, 3 JAN 97 95

SEC Release 34-39829, 6 APR 98, 63 FR 17943, 13 APR 98 95

SEC Releases 33-7607, 34-40633, and IC-23520, 3 NOV 98, 63 FR 67331, 4 DEC 98 95

SEC Release 33-7760, 22 OCT 99, 64 FR 61443, 10 NOV 99 95

SEC Releases 33-7801 and 34-42430, 16 FEB 00, 65 FR 8896, 23 FEB 00 95

SEC Release 34-44989, 25 OCT 01, 66 FR 55220, 1 NOV 01 95

SEC Release 34-48545, 25 SEP 03, 68 FR 56656, 1 OCT 03 96

SEC Release 34-51524, 12 APR 05, Administrative Proceeding 3-11892, In the Matter of the New York Stock Exchange Inc. 96

SEC Release 34-51808, 9 JUN 05, 70 FR 37495, 37545, and 37595, 29 JUN 05 (corrected by Release 34-51808A, 28 DEC 05, 71 FR 232, 4 JAN 06) 96

Selected Public Laws 96

Selected United States Code Titles 105

Selected United States Code Sections 105

Selected Code of Federal Regulations Titles 106

Selected Code of Federal Regulations Parts 106

Structure of U.S. Code and Code of Federal Regulations Sections 107

Selected Banking Regulations 109

State Securities Laws 110

Uniform Commercial Code 111

Chapter 5 Notes 112

Chapter 6 Selected Sections from the Financial Regulation Act of 2010 271

Introduction 271

Major Section Headings of the Financial Regulation Act 271

Selected Sections of the Financial Regulation Act 272

Reports Required by the Financial Regulation Act 273

Chapter 7 Sections of Codified Securities Laws 276

Introduction 276

Securities Act (15 USC Sections 77a and following) 277

Trust Indenture Act (15 USC Sections 77aaa and following) 278

Securities Exchange Act (15 USC Sections 78a and following) 279

Securities Investor Protection Act (15 USC Sections 78aaa and following) 281

Investment Company Act (15 USC Sections 80a-1 and following) 281

Investment Advisers Act (15 USC Sections 80b-1 and following) 283

Public Company Accounting Reform and Corporate Responsibility 284

Chapter 8 Organizations 286

Introduction 286

Executive Branch of Government 286

Legislative Branch of Government 287

Judicial Branch of Government 288

Agencies of Government 289

Self-Regulatory Organizations 290

Accounting Principles and Auditing Standards 290

Industry and Professional Associations 291

State-Related Organizations 294

International Organizations 295

Advisory Committees and Informal Groups 298

Appendix A References 301

Appendix B Web Sites by Name 315

Appendix C Web Sites by Function 324

Glossary 334

About the Author 361

Index 363