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Corporate Finance and the Securities Laws, Sixth Edition by Anna T. Pinedo Mayer Brown , Charles J. Johnson, Jr. , Eric S. Haueter , Joseph McLaughlin Sidley Austin LLP Corporate Finance and the Securities Laws, Sixth Edition by Anna T. Pinedo Mayer Brown , Charles J. Johnson, Jr. , Eric S. Haueter , Joseph McLaughlin Sidley Austin LLP

Corporate Finance and the Securities Laws, Sixth Edition

By Charles J. Johnson, Jr., Joseph McLaughlin, Anna T. Pinedo
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With the addition of Anna T. Pinedo as a co-author, Corporate Finance and the Securities Laws is an even more valuable resource to help you navigate capital markets transactions in the current legal and regulatory environment.

The 2020 Update adds a discussion of business development companies to join REITs and MLPs in the chapter on pass-through entities and adds a discussion of SPACs and reverse mergers to the chapter on IPO alternatives.

The updated Sixth Edition covers a wide range of financing techniques – from IPOs to private placements and other exempt offerings, shelf-registered offerings, offshore offerings, stock buybacks, tender and exchange offers, debt restructurings, spin offs, convertible securities, asset backed securities and insurance linked securities. It also addresses liability issues and due diligence, anti-manipulation rules and the capital markets related FINRA rules.

Authoritative: Reflecting the experience of lawyers with hundreds of deals under their belts, the updated Sixth Edition provides clear “how to do it” guidance that’s been winning over practitioners since the late Charles J. Johnson, Jr. published the first edition in 1990.

Comprehensive: Expert securities law analysis, procedural guidance and practical pointers every step of the way.

Current: With the 2020 update, the Sixth Edition is the most current information source on capital markets transactions available in today’s regulatory environment.

Key Objectives

  • Identify potential problems before financing transactions are set in motion, with heads-up input on prohibited practices, potential liabilities, conflicts of interest, due diligence concerns and other red-flag issues.
  • Shepherd transactions through the regulatory landscape with a clear understanding of relevant statutes and rules and their application to real life situations.
  • Know what to do when securities law problems arise – and find clear answers to the questions that arise in the course of a deal.
  • Close deals in a timely manner and work shoulder to shoulder with clients to accomplish their corporate finance objectives.

Note: Online subscriptions are for three-month periods.

Pages 1518
Last Updated 12/04/2020
Update Frequency Annually
Product Line Wolters Kluwer Legal & Regulatory U.S.
ISBN 9781543817416
SKU 10081342-7777
Publish Frequency As Needed
Product Line Wolters Kluwer Legal & Regulatory U.S.
SKU 000000000010071628
Table of Contents
  1. Overviews of the Securities Act of 1933 and the Integrated Disclosure System
  2. Syndicate Procedures and Underwriting Documents
  3. Selected Issues in the Registration and Distribution Process
  4. Manipulative Practices and Market Activities During Distributions
  5. Liabilities and Due Diligence
  6. Rules of the Self-Regulatory Organizations
  7. Private Placements
  8. Shelf Registrations (Rule 415)
  9. International Financings
  10. Commercial Paper
  11. Innovative Financing Techniques
  12. Convertible, Exchangeable and "Linked" Securities; Warrants
  13. Transactions with Securityholders: Stock Repurchases, Debt Restructurings and Rights Offerings
  14. Asset-Backed Securities
About The Experts

Selected Highlights of the 2020 Update:

  • Covid-19 pandemic and the capital markets
  • Recent trends in IPOs
  • “Grundfest clauses” upheld by Delaware Supreme Court
  • Corp Fin’s “disclosure effectiveness initiative” and 2020 revision of S-K requirements relating to description of business, legal proceedings and risk factors
  • Direct listings, NYSE rule proposals and effect on Section 11 liabilities
  • Rebutting the Basic presumption at the class certification stage
  • FINRA adoption of 2020 amendments to Corporate Financing Rule
  • FINRA adoption of 2019 amendments to Rules 5130 and 5131
  • SEC’s private placement proposals in March 2020 including new framework for analyzing “integration”
  • SEC adoption in 2020 of new definitions of “accredited investor” and “qualified institutional buyer”
  • Federal Reserve support for the corporate bond market as a result of Covid-19
  • Legislative and regulatory initiatives regarding non-U.S. companies from jurisdictions that do not permit PCAOB access to audit papers
  • 2020 amendments to FDIC safe harbor rule for ABS