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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: Sep 2020 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 ofRegulation 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 the CEO of CMG Life Services Inc., a leading company in the life settlement industry.  He joined CMG after a 31-year legal career, which included advising public companies on securities and board governance.  Prior to joining CMG, he also taught securities law at the Vanderbilt University Law School and was general counsel to the Ethics and Compliance Officer Association.  While in private practice, he was recognized in both Best Lawyers in America and Chambers – America’s Leading Business Lawyers.  He is a frequent speaker and instructor at PLI events and co-chairs two of the Practising Law Institute’s national securities programs.  He also is the author of PLI’s Securities Law and Practice Deskbook and the chapter “Introduction to Life Settlements” in PLI’s treatise Financial Product Fundamentals.

During 2002, Gary was Special Counsel to the U.S. Senate’s Governmental Affairs Committee in its Enron investigation.  During 2010, he was retained by the U.S. Senate’s Permanent Subcommittee on Investigations to assist in investigating the role of investment banks in the 2008 financial crisis.  In those roles, he provided advice on the Sarbanes-Oxley Act and the Dodd-Frank Act while those pieces of legislation were being debated in the Senate.

Gary received both his B.A. and J.D. degrees from Vanderbilt University, where he also was a member of the Order of the Coif.