It provides an overview of the basics of securities law, with a large portion of the book on the federal Securities Act
of 1933 and the Securities Exchange Act of 1934, and with emphasis on the regulation of securities markets as it applies to issuers of securities and to most investors.
Following the introduction, chapters cover the basic mechanics of the acquisition process; successorship to assets and liabilities; acquisition documents; the legal duties of boards of directors, senior executives, and controlling shareholders; the disclosure requirements of the Federal Securities Act
and state law, accounting and tax issues; protecting consumer interests; and issues in international acquisitions.
According to court documents, Wachovia contests NCUA's claim that the MBS offering documents contained "untrue statements of material fact or omitted to state material facts" in violation of the federal Securities Act
of 1933 and the Kansas Uniform Securities Act.
The safe harbor rule is based on Section 3(a)(8) of the federal Securities Act
, which provides exemption from regulation under the federal Securities Act
"any insurance or endowment policy or annuity Contract or optional contract issued by a corporation subject to supervision of the appropriate insurance regulatory of any state."
* Expand liability for a "control person" in a securities case (follows the federal Securities Act
Bruce Bokony, chief counsel for the Arkansas Department of Securities, produced a 1996 amendment to the federal securities act
that specifically removed shares issued as part of a legal settlement from the list of covered securities that are automatically exempt from state regulation.
"If someone gives you money and you've given him anything other than your promise to pay him back," says Park Lloyd, Salt Lake securities lawyer, "you may well have sold a security." The definition of "security," in the federal Securities Act
of 1933, includes not just stock in corporations, but membership interests in limited liability companies and limited partnerships.
The Federal Securities Act
was passed requiring registration and approval of all issues of stocks and bonds.