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Securities Law and Practice Deskbook (Sixth Edition)

Author(s): Gary M. Brown
Practice Area: Enforcement (Securities and other financial products), Regulation and compliance (Securities and other financial products), Securities and other financial products, Securities filings and financial statements
Published: Nov 2012
Supplement Date: Aug 2021 i Other versions can be found in the Related Items tab.
ISBN: 9781402418969
PLI Item #: 38162

In one concise volume, the sixth edition of Securities Law and Practice Deskbook features step-by-step checklists for advisers in the securities arena. This practical treatise enables securities counsel to help corporate entities:

  • Deal effectively with the Securities Act registration process—focusing on the procedures, disclosure requirements, and documents involved, including the drafting of prospectuses and the due diligence necessary to ensure accuracy
  • Handle registration and reporting under the Exchange Act, including the revisions made by the Sarbanes-Oxley, Dodd-Frank and JOBS Acts
  • Issue securities under the various exemptions from Securities Act registration—including discussions of Regulation A, Regulation D and the “crowdfunding” regulations
  • Handle resales of restricted and control securities—including a comprehensive Rule 144 “decision tree”
  • Minimize liability risks under the Exchange Act—by understanding what triggers violations of Regulation FD, Rule 10b-5, Section 16(b) and “clawback” rules relative to incentive based compensation

Securities Law and Practice Deskbook also covers legislative, regulatory and judicial changes that:

  • Allowed streamlined and confidential registration procedures for “emerging growth companies”
  • Revised Regulation D, including allowing general solicitation in certain offerings and revising the net worth standard for qualification as an accredited investor; and expanded “bad actor” disqualification and disclosures
  • Increased the SEC’s ability to impose penalties in cease-and-desist proceedings
  • Heightened the requirements for bringing securities class actions under Rule 10b-5
  • Significantly revised proxy disclosures and requirements relative to executive compensation (e.g., “say-on-pay”; “pay for performance” and “pay ratio” disclosure)
  • Allow all issuers to use certain written and oral “test the waters” communications in both the pre-filing and waiting periods under new Securities Act Rule 163B
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Gary M. Brown is a partner with Nelson Mullins Riley & Scarborough LLP, where he concentrates his practice in securities, representation of public companies and corporate governance. Prior to joining Nelson Mullins in 2018, he had served for seven years as the Chief Executive Officer of a financial services firm that specialized in the life settlement market and which, during his tenure, acquired and managed life settlement portfolios with over $4 billion (USD) in face amount.

In his thirty-two years of private law practice, Gary has been recognized in both Best Lawyers in America and Chambers – America’s Leading Business Lawyers. In addition, he is an adjunct professor at the Vanderbilt University Law School where he teaches courses in corporate and securities law. He also served as general counsel to the Ethics and Compliance Officer Association (now known as the Ethics and Compliance Initiative), then the world’s largest group of ethics and compliance professionals. 

Gary is a frequent instructor at securities programs for the Practising Law Institute, co-chairing one of PLI’s national securities programs, Understanding the Securities Laws and instructing at the SEC Reporting and Practice Skills Workshop for Lawyers

During 2002, Gary served as Special Counsel (Minority) to the United States Senate's Governmental Affairs Committee (and also worked with the Committee's Permanent Subcommittee on Investigations (“PSI”)) in its investigation into the causes of the collapse of Enron Corp.   During 2010, he was retained by PSI to assist in its investigation, “Wall Street and the Financial Crisis,” and related televised hearings.  While on those assignments, he provided advice on aspects of both the Sarbanes Oxley Act of 2002 and the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 as those pieces of legislation were being debated in the Senate.

Gary has authored numerous publications on securities and compliance issues, including PLI’s Securities Law and Practice Deskbook, which is updated semi-annually, and PLI’s Master the 8-K, Master the 10-K and 10-Q, and Master the Proxy Statement “Introduction to Life Settlements” in PLI’s treatise Financial Product Fundamentals. His other publications include: PLI’s Guide to the SEC’s New Executive Compensation Disclosure Rules (Practising Law Institute 2007); The Implications of the U.S. Sarbanes-Oxley Act, (Japanese-German Center-Berlin/ Max Planck Institute For Foreign Private and Private International Law – September 2004, The Oxford Press).