provide effective counsel, understand the latest ... · securities law – mergers &...

Securities Law – Mergers & Acquisitions – Antitrust LawTrusted Resources from LexisNexis®

Provide effective counsel, understand the latest securities requirements, hone litigation skills—backed by the expertise of LexisNexis® authors.

Securities Law Mergers & Acquisitions Antitrust Law

Trusted Resources from LexisNexis®

TAbLe of CoNTeNTS

Securities Law fedeRAL SeCuRiTieS

Securities Law Techniques 2Securities Practice Guide 2federal Securities Act of 1933 2federal Securities Act of 1934 3Securities Primary Law Sourcebook 3

STATe SeCuRiTieS

blue Sky Regulation 3Practice under the California Securities Laws 3

iNveSTMeNT LAw MANAGeMeNT

investment Advisers Law & Compliance 4Regulation of investment Companies 4federal Securities Law of Municipal bonds 4fiNRA Consolidated Rules book 4

SeCuRiTieS LiTiGATioN ANd ARbiTRATioN

Litigating Securities Class Actions 5Securities Arbitration Procedure Manual 5Securities enforcement: Counseling and defense 5

Mergers and Acquisitions Corporate Acquisitions and Mergers 6Mergers and Acquisitions Practice Guide 6european Merger Control: A Guide to the Merger Regulation 6

Antitrust Laws Antitrust Laws and Trade Regulation 7Antitrust Counseling and Litigation Techniques 7federal Antitrust Law 7federal Antitrust Law: Case and Materials 7

Order Today!CALL 800.223.1940

viSiT the LexisNexis® Store: www.lexisnexis.com/SeC_1

MAiL the enclosed order form

fAX order form toll-free 800.828.8341

Securities LawfedeRAL SeCuRiTieS

Securities Practice Guide, 2011 editionGeneral Editors: Robert Zinn & Lorraine Massaro, K&L Gates LLP

Whether it’s your first securities transaction or your 100th, the Securities Practice Guide will help you through the entire process from the initial planning through execution. Written by seasoned experts, this practical guide is your source for tips, insights, and practical guidance through the complex world of securities. The book dissects each task, providing you a step-by-step outline with an analytical overview, checklists, expert practice tips, cross references to complementary analytical products and a guide to using lexis.com® for deep-dive research into your issue. Turn to Securities Practice Guide whenever you need quick, expert guidance on how to:

• Determine when 1933 Act registration and 1934 Act disclosure is required

• Identify transactions exempt from registration

• Conduct an initial public offering

• Draft and file registration statements

• List on trading markets

• Navigate reporting requirements and proxy rules

NS 1 volume, softbound, replaced annually, Pub. #01515, ISBN 9781422497456, eISBN 9781422486238 Prior edition cost: $106

federal Securities Act of 1933Hugh L. Sowards

Stay on top of the law, rationale, policies and maze of regulations underlying the critical Federal Securities Act of 1933 with this cornerstone analysis—the most authoritative of its kind.

Over 25 top securities lawyers advise on determining the applicability of the 1933 Act, overseeing the registration process, satisfying the small issue exemption, preparing the registration statement, meeting filing requirements, avoiding liability for a false registration statement as well as unregistered securities, handling formal and informal SEC investigations, complying with the Sarbanes-Oxley Act of 2002, and more.

S 2 volumes, loose-leaf, updated 3 times per year, Pub. #00627, ISBN 9780820516271 Estimated renewal cost: $896

Securities Law TechniquesA.A. Sommer, Jr.; attorneys from the country’s most prestigious law firms and corporations ; contributing authors

The preeminent work on securities law, this unsurpassed resource combines the authoritative analysis of a treatise with the real-world focus of a practice guide.

Created by one of the most influential securities attorneys of our time, it now assembles the expertise of over 85 leading practitioners to help you tackle virtually every aspect of securities regulation, including:

• Registration—exempt securities, underwriting, electronic filing, effectiveness, and closing and custody

• Post-Effective Concerns—prospectus requirements, sales materials and disclosure requirements, prohibited transactions, proxy rules, annual reports and MD&A, compliance procedures and internal controls, independence of audit committees and officers

• Litigation and Investigations—antifraud provisions, violations of disclosure requirements, class actions, bankruptcy proceedings, remedies, document control, and reporting up and reporting out

Throughout, you’ll find the analyses you need of the core transactional and reporting requirements underlying sound corporate/securities practice—plus expert commentary supported with key source materials, sample documents, and practical checklists.

S 7 volumes, loose-leaf, updated 3 times per year, Pub. #00636, ISBN 9780820516363 Estimated renewal cost: $1,978

2 Securities Law – Mergers & Acquisitions – Antitrust Law—Trusted Resources from LexisNexis®

Securities LawfedeRAL SeCuRiTieS

federal Securities exchange Act of 1934Individual chapters authored by over 25 leading corporate and securities attorneys from the country’s top law firms and corporations

The essential backbone to any securities practice, this definitive publication can help you meet the demands of perhaps the most complex, highly regulated economic and legal framework in use today.

Thanks to its roster of unrivaled authors you’ll be equipped to advise a public company on its ongoing registration and reporting requirements, untangle market manipulation issues, evaluate proxy regulation and insider trading, master the regulatory minutiae of securities markets, broker-dealers, transfer agents and clearing agencies, appreciate attorney and accountant liabilities, and more.


Securities Primary Law SourcebookTurn to this indispensable set to review the full text of the 1933 Securities Act, 1934 Exchange Act, SIPA, and Trust Indenture Act plus the vital history, rules and regulations accompanying this landmark legislation. Included are all ,33 and ,34 Act forms as well as NASD rules, proposed and recently adopted SEC rules, and other critical documents affecting securities practitioners.


oTheR TiTLeS of iNTeReST:

Securities Regulation, fifth editionMarc I. Steinberg

NS 1 volume, softbound, updated as needed, Pub. #00648, ISBN 9781422470473. Previous edition cost: $113

Taxation of Securities TransactionsMartin L. Fried

S 2 volumes, loose-leaf, updated twice per year, Pub. #00729, ISBN 9780820517292 , eISBN 9781579114022 Estimated renewal cost: $425

STATe SeCuRiTieS

blue Sky Regulation, Second editionRobert N. Rapp

Gain usable insights into the legal and strategic issues central to state securities practice with the only treatise to offer total coverage of the blue sky statutes, regulations, case law, and administrative opinions.

Inexperienced paralegals and seasoned partners alike will appreciate the clear, expert commentary on the Uniform Securities Act(s), jurisdictional predicates, merit regulation, state antifraud and enforcement roles, and state regulation of intermediaries such as broker-dealers and investment advisers.

A full set of state guides simplifies and analyzes state securities codes and monitors enforcement trends. Plus you get the full text of the Uniform Securities Act(s), Uniform Forms, and relevant NASAA Statements of Policy.

S 4 volumes, loose-leaf, updated 3 times per year, Pub. #00142, ISBN 9780820557625 , eISBN 9781579114022 Estimated renewal cost: $1,498

Practice under the California Securities LawsHarold Marsh and Robert H. Volk, original authors; updates by R. Roy Finkle

Created by preeminent authorities in the field, Marsh & Volk, this treatise provides the most comprehensive and detailed analysis available of California securities regulation. It investigates key topics including the organization and administration of the California Department of Corporations; federal preemption of state regulation; exemptions from and procedure for qualification; regulation of agents, broker-dealers and investment advisers; and advertising and transfer of securities.

Thorough analysis is bolstered by a volume of primary source that includes the full text of the Corporate Securities Law of 1968, the commissioner’s rules interpreting that law, the opinions of the corporations commissioner, and consultant annotations and commentary providing important insight into the statutes and rules, as well as sample forms.

S 3 volumes, loose-leaf, updated annually, Pub. #00552, ISBN 9780820515526, eISBN 9781579117597. Estimated renewal cost: $982

3To order, call 800.223.1940 or visit www.lexisnexis.comSEC_1

iNveSTMeNT MANAGeMeNT LAw

The fiNRA Consolidated Rulebook: The Conduct RulesThe adoption of a unified set of rules has been the most eagerly awaited product of the merger of NASD and NYSE regulation into FINRA. LexisNexis editorial staff tracks this serial publication of the Conduct Rules with a chart mapping the NASD and NYSE legacy rules to the new FINRA rules, including policy discussion, and expert commentary by Melvyn G. Moseley, Jr., a partner with Warner Norcross & Judd, LLP.

NS 1 bound volume, Pub. #01579, ISBN 9781422475683, eISBN 9781579119584. Prior year cost: n/a

federal Securities Laws of Municipal bonds deskbook, fourth editionNational Association of Bond Lawyers

An essential guide for all bond lawyers, regulatory staff, in-house counsel for investment banking firms and banks, state and local government attorneys and other securities professionals.

Prepared by experts from the National Association of Bond Lawyers, this comprehensive publication delivers all key materials relating to the federal securities laws of municipal bonds in one portable volume.

NS 1 volume, softbound, Pub. #22495, ISBN 9781422461150 Prior edition cost: $99

investment Advisers: Law & ComplianceRobert G. Bagnall, Marianne K. Smythe, James E. Anderson

Recognizing that reforms stem from a tangle of SEC interpretative releases, rulemaking, and enforcement actions rather than the Investment Advisors Act of 1940s text or rules, this treatise helps you resolve key issues—who qualifies as an “investment adviser” under the Act, what advisers may (or must) state to current or prospective clients, how the Act regulates solicitation and referrals as well as advertising and Internet activities, and more.

S 2 volumes, loose-leaf, updated twice per year, Pub. #00017, ISBN 9780820527543, eISBN 9781579115708 Estimated renewal cost: $496

Regulation of investment CompaniesThomas P. Lemke, Gerald T. Lins, A. Thomas Smith, III

Address day-to-day investment management issues with this superlative practice guide written by and for lawyers, accountants, and compliance officers.

Fortified with select foundational primary source materials—including the full text of the Investment Company Act of 1940 and the rules promulgated thereunder—it shows you how to:

• Develop compliance best practices concerning market timing and illegal late trading

• Negotiate contractual provisions for the increasingly popular acquisition of fund complexes

• Advise clients on the legal requirements for advertising as well as structuring, disclosing, and reporting fees

So central to regulation and compliance it’s been cited by the SEC itself, this unmatched treatise supplies practice tips to achieve client goals, avoid traps, and satisfy regulatory requirements.

S 3 volumes, loose-leaf, updated twice per year, Pub. #00022, ISBN 9780820520056, eISBN 9781579115722. Estimated renewal cost: $614

Securities Law


SeCuRiTieS LiTiGATioN ANd ARbiTRATioN

Securities Arbitration Procedure Manual, fifth editionDavid E. Robbins

Updated to reflect new FINRA rules and procedures, negligent misrepresentation and breach of fiduciary duty cases, “manifest disregard” to vacate awards, Ponzi schemes, and arbitration best practices, this essential practice guide helps you target the central issues that arise in a dispute, evaluate the merits, and prepare and present your case to arbitration panels anywhere in the country.

NS 2 volumes, loose-leaf, updated annually, Pub. #82378, ISBN 9780327161882 Prior year cost: $211

Securities enforcement: Counseling and defenseSamuel J. Winer, Kenneth B. Winer

Whether you’re defending clients in private litigation or a criminal investigation, this versatile blend of analysis and insight can help you confidently handle enforcement actions by the SEC, DOJ, and other government authorities. Crystalizing the legal issues, strategies, and procedural traps you’ll confront, it includes sample litigation papers, forms, reports, memoranda, selected SEC releases, and more.

S 2 volumes, loose-leaf, updated annually, Pub. #01252, ISBN 9780820553436 , eISBN 9781579114473 Estimated renewal cost: $372

New! Litigating Securities Class Actions Jonathan N. Eisenberg, General Editor

An in-depth treatise for defense attorneys, in-house counsel, and plaintiff’s attorneys, specifically focused on issues arising from securities class actions. Content brings together practical expertise of 11 of the leading securities class action firms from across the country, discussing critical stages and strategies in this field. Individual chapters provide guidance on:

• How plaintiffs decide which cases to bring

• Key considerations in filing a motion to dismiss

• The evolving bases for challenging class certification

• Assessing damages

• Trial strategy

• Insurance issues

• Overseas class actions

• Recurring claims in class actions, such as accounting, subprime and investment company claims

• Crisis management

• The role of in-house counsel in managing class actions

NS 1 volume, loose-leaf, updated annually, Pub. #01630, ISBN 9781422478639 , eISBN 9781579114909. Prior year cost: $399

oTheR TiTLeS of iNTeReST:

Mealey’s™ emerging Securities LitigationS Newsletter, twice monthly, Pub. #07043, ISSN 1541-2512 ,

eISBN 9780327167235. Estimated renewal cost: $1,095

Mealey’s™ Litigation Report: Class ActionsS Newsletter, twice monthly, Pub. #07006, ISSN 1535-234X ,

eISBN 9781579119850. Estimated renewal cost: $1,585


Mergers & AcquisitionsCorporate Acquisitions and MergersByron E. Fox, Eleanor M. Fox

This comprehensive treatise contains expert guidance and commentary while placing a strong emphasis on understanding legal requirements and assessing various strategic options. The authors provide clear legal analysis and effective strategies for structuring and closing transactions at the lowest tax cost; winning a takeover fight; complying with applicable antitrust, securities and labor laws; dealing with finders and brokers; and analyzing the issues in taking over an acquired company’s benefit plans.

You get comprehensive coverage of such topics as:

• General business and legal considerations

• Tax issues implicated in structuring various transactions

• U.S. and foreign antitrust implications (with superior supplementation by the numerous antitrust-related Appendices)

• Registration and disclosure requirements of federal and state securities laws

• Other laws and topics that may be relevant in a particular M&A transaction, including federal labor laws, issues relating to brokers’ and finders’ fees, accounting issues, and pension and profit-sharing plan considerations

S 4 volumes, loose-leaf, updated 3 times per year, Pub. #00291, ISBN 9780820512914 , eISBN 9781579116187 Estimated renewal cost: $1,771

M&A Practice GuideBy leading attorneys at Gibson, Dunn & Crutcher, LLP

Combining the authority of our treatises with practical, task-oriented guidance and cross references to relevant print and online sources, the M&A Practice Guide is an ideal source for:

• All securities law relevant to M&A transactions, conveniently located in a single chapter

• Court-tested strategies employed successfully by veteran M&A attorneys at Gibson Dunn & Crutcher

• A wide variety of practice tips, checklists, and court-tested forms and provisions

• Extensive cross references to other research materials and links to the M&A Practice Center and other locations at lexis.com

NS 1 volume, softbound, replaced annually, Pub. #01514, ISBN 9781422496831, eISBN 9781579113032. Prior edition cost: $106

european Merger Control: A Guide to the Merger RegulationNicolas Levy, Partner at Cleary Gottlieb Steen & Hamilton LLP

Written by a leading expert in the field, this treatise is an up-to-date analysis of all aspects of merger regulation, including:

• Full coverage of the substantive law, with expert insights into its application and enforcement

• Practice-oriented guidance on jurisdictional and policy issues

• Comprehensive treatment of all leading court cases

• Expert analysis of the role of economics in EU merger control, U.S. merger enforcement and transatlantic cooperation, and EU antitrust issues arising in the M&A deal process

• Timesaving practice tips, checklists and primary sources, including the Merger Regulation, Draft Horizontal Mergers Guidelines and Best Practices Guidelines

S 2 volumes, loose-leaf, updated annually, Pub. #01286, ISBN 9780820555379 Estimated renewal cost: $454


Antitrust LawsAntitrust Counseling and Litigation TechniquesJulian O. von Kalinowski, General Editor

Over 70 of the world’s leading practitioners in the field of antitrust and competition law provide authoritative techniques and problem-solving approaches for handling mergers and acquisitions; formulating competitive bidding and pricing agreements; creating or terminating distribution relationships; developing and implementing compliance programs to reduce risk; designing defenses for international transactions under U.S. law; and more. It is an essential resource for in-house counsel or outside law firms advising clients on antitrust matters.

S 5 volumes, loose-leaf, updated twice per year, Pub. #00027, ISBN 9780820510279 , eISBN 9781579115739 Estimated renewal cost: $1,419 Also available on CD-ROM.

ReLATed TiTLe of iNTeReST:

federal Antitrust Law: Cases and Materials, Second editionDaniel J. Gifford, Leo J. Raskind

NS 1 volume, softbound, Pub. #03541, ISBN 9781583607893

Antitrust Laws and Trade Regulation, Second editionJulian O. von Kalinowski, Peter Sullivan, Maureen McGuirl, Ralph Folsom

The pervasive effects of antitrust and competition law demand that both in-house and outside counsel have the information corporate management will need to conduct business safely yet effectively in the modern regulatory environment. This treatise answers that need, offering coverage of:

• Types of antitrust violations, e.g., horizontal, vertical, monopolization; price discrimination

• Antitrust problems in mergers, acquisitions, joint ventures

• International regulations and cross-border complications

A subscription to this authoritative treatise includes a subscription to The Antitrust Report, a quarterly newsletter providing analysis of current and emerging antitrust developments, with a focus on the worldwide evolution of antitrust law. The report is prepared by a group of nationally and internationally prominent practitioners.

Additionally, a subscription includes valuable primary source material: a concise analysis of the antitrust laws of each of the 50 states, along with the District of Columbia, Puerto Rico and the Virgin Islands, and a thorough review of international antitrust laws such as the substantive and procedural framework of competition law at the European Union and Member-State levels and of Canada.

S 10 volumes, loose-leaf, updated annually, includes quarterly newsletter, Pub. #00762, ISBN 9780820517629 Estimated renewal cost: $2,854 Also available on CD-ROM.

Antitrust Laws and Trade Regulation: desk editionJulian O. von Kalinowski, James P. Clark, Sean Royall, Steven E. Sletten, Thomas E. Holliday, Phillip H. Rudolph

S 2 volumes, loose-leaf, updated twice per year, Pub. #00763, ISBN 9780820517636 Estimated renewal cost: $1,060


Product Terms

S Service Titles • Price includes product and any supplementation, release, replacement volume, new edition and/or updates published during the indicated service period (minimum 30 days) at no additional charge except tax, shipping and handling where applicable. Renewal options include:

S/A

Service Title with Automatic Renewal • If you select this option your subscription will be automatically renewed without any action on your part. Notification that the subscription is due to be renewed, and the price of renewal, will be sent to you 60 days prior to renewal.

S/N

Service Title with Notification • Notification that the subscription is due to be renewed, and the price of renewal, will be sent to you 60 days prior to renewal. If you fail to act, your subscription will be cancelled.

NS Non-Service Titles • Price includes product only, plus any updates published within 30 days of purchase or as otherwise indicated. Subscription options include:

NS/A Non-Service Title with Automatic Renewal • If you select this option you will receive and be billed for future updates outside of the 30-day period without any action on your part.

NS/N Non-Service Title with Notification • Notification that an update has been published, and the price of the update, will be sent to you. If you fail to act, you will not receive the update.

Cancellation: You may cancel any subscription at any time by calling Customer Support at 800.833.9844; e-mailing [email protected]; or returning an invoice or notification marked “CANCEL.” Shipments may be returned within 30 days of receipt, at your expense, for full credit of the advertised price, less shipping and handling fees and any other discount credits.

If you cancel a Service Title between 31 and 60 days after the invoice date and you return the product at your expense, you will receive a 5/6th credit of the price for the annual subscription.

If you return a Non-Service Title at your expense within 30 days of shipment, you will receive full credit for the purchase price. No credit will be given for returns more than 30 days after shipment.

No credit will be given more than 60 days after the invoice date.

Subscription to a CD-ROM, bender.com or any other electronic service from LexisNexis® is subject to additional terms and conditions and separate contractual agreement. Call 800.223.1940 for details, ordering, and contract.

For complete terms and conditions related to your print subscription, visit www.lexisnexis.com/printcdsc.

Prices on the price list and LexisNexis® Store do not reflect sales tax, shipping and handling. Prices subject to change without notice. Sales to federal government customers may be subject to specific contract pricing.

LexisNexis, lexis.com and the Knowledge Burst logo are registered trademarks of Reed Elsevier Properties Inc., used under license. Mealey’s is a trademark of LexisNexis, a division of Reed Elsevier Inc. Other products or services may be trademarks or registered trademarks of their respective companies. © 2012 LexisNexis. All rights reserved. OFF02170-0 0212

OFF02170-0 0212

LexisNexis Matthew Bender

1275 Broadway

Albany, NY 12204-4026

Securities Law – Mergers & Acquisitions – Antitrust LawTrusted Resources from LexisNexis®

provide effective counsel, understand the latest ... · securities law – mergers &...

Documents