Author Herrick K. Lidstone, Jr. has prepared a comprehensive supplement that includes a discussion of all significant SEC actions and judicial interpretations accomplished in 2007, including:
- The SEC’s adoption of the smaller reporting company reporting scheme to replace the small business issuer scheme (Rel. 33-8876).
- The SEC’s significant revisions to Rules 144 and 145 (Rel. 33-8869).
- The SEC’s revisions to the eligibility requirements for primary securities offerings on Form S-3 (Rel. 33-8878).
- The SEC’s new rules responding to international market conditions simplifying the ability of foreign private issuers to de-register under the Securities Exchange Act (Rel. 34-55540).
- The SEC’s new scheme for the internet availability of proxy materials and internet solicitation of proxies (Rel. 34-55146).
- A detailed look at the Supreme Court’s decision, Tellabs, Inc. v. Makor Issues & Rights, Ltd., and why an inference of scienter must be “as compelling as any opposing inference of non-fraudulent intent.”
- An expanded discussion of the use of websites by reporting companies and in securities offerings. A discussion of several interpretations impacting private placements.
- A review of the state of secondary liability after the seminal Supreme Court decision in Stoneridge Investment Partners, LLC v. Scientific-Atlanta, Inc.
- A discussion of insider trading, criminal liability, and the U.S. v. Joseph Nacchio case.
- A discussion of “storm warnings,” inquiry notice, and the commencement of the statute of limitations under recent case law. Short-selling and amendments to Regulation SHO (34-55970).
The supplement also includes a replacement CD.
