Subjects:

Other Jurisdictions , Banking and Finance

Contents:

Chapter 1: Statutory and Regulatory Framework

Chapter 2: Access of Foreign Companies to the U.S. Public Securities Market

Chapter 3: Registration, Reporting and Related Obligations of Foreign Companies with Publicly Traded Securities in the United States and Certain Consequences for their Significant Shareholders

Chapter 4: Private Offerings in the United States by Foreign Issuers

Chapter 5: Financings Outside the United States

Chapter 6: Global Offerings

Chapter 7: Selected EU Financial Services Directives on Securities Offerings and Ongoing Reporting

Chapter 8: Reporting of Large Shareholdings, Tender and Exchange Offers and Business Combinations

Chapter 9: The U.S.-Canadian Multijurisdictional Disclosure System Chapter 10: Foreign and Foreign-Owned Broker-Dealers and Futures Commission Merchants

Chapter 11: Foreign and Foreign-Owned Investment Advisers and Commodity Trading Advisors

Chapter 12: Foreign InvestmentCompanies and Commodity Pool Operators

Chapter 13: Banks and the International Securities Business: Major Banking Law Considerations

Chapter 14: Classification of Securities and Derivative Instruments

Chapter 15: Enforcement of the U.S. Securities Laws

Appendices

U.S. Regulation of the International Securities and Derivatives Markets, Ninth Edition, provides the only available comprehensive analysis of the application of U.S. securities and commodities laws to participants and transactions in securities and derivatives in the international capital and financial markets. The book provides in-depth analysis of the legal framework for all types of securities offerings—from registered ADR programs and private placements to common stock and highly structured instruments. It also offers guidance on U.S. regulations governing securities brokers and dealers, foreign banks, investment companies and investment advisers, as well as futures commission merchants, commodity pool operators and commodity trading advisors.

The book is authored by a team of attorneys at Cleary Gottlieb Steen & Hamilton LLP, renowned as one of the foremost law firms in international finance, and Edward Greene, a former Cleary Gottlieb partner who is now the General Counsel of Citigroup’s Corporate and Investment Bank.

The Ninth Edition reflects the many changes in the law and other developments since publication of the Eighth Edition, including:

• The substantial liberalization of the rules allowing foreign private issuers to terminate their Exchange Act reporting obligations.
• The acceptance by the SEC of financial statements of foreign private issuers prepared in accordance with IFRS, as issued by the IASB, without a reconciliation to U.S. GAAP.
• The PCAOB’s new auditing standard regarding internal control over financial reporting and the SEC’s guidance to management on its assessment of internal control over financial reporting.
• The development of market practice in respect of the changes introduced by the Securities Offering Reforms adopted in 2005.
• The recent revisions to Rule 144 under the Securities Act, which substantially liberalize the requirements for the public resale of privately placed securities.
• The implementation of the Market in Financial Instruments Directive, a key component of the European Union’s Financial Services Action Plan.
• The adoption by the SEC and the Board of Governors of the Federal Reserve System of Regulation R, the so-called ‘‘push-out’’ rules relating to permissible securities activities by banks under the Gramm-Leach-Bliley Act of 1999.
• Recent decisions by the U.S. Supreme Court narrowing the scope of Exchange Act Rule 10b-5 and requiring greater specificity in pleadings to avoid a motion to dismiss claim under that rule.