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Securities Law: A Guide to the 1933 and 1934 Acts and their Amendments, including Sarbanes-Oxley and Dodd-Frank

Touchstone Environmental, Inc.

PLEASE NOTE: This publication is no longer being updated.
Securities Law: A Guide to the 1933 and 1934 Acts is a securities law deskbook that provides a thorough explanation and analysis of the two central federal statutes, the Securities Act of 1933 (1933 Act) and the Securities Exchange Act of 1934 (1934 Act). The 1933 Act controls the registration of securities with SEC and national stock markets, and the 1934 Act controls trading of those securities. These laws require public companies and certain persons to publicly disclose facts that would be material to an investor s decision to buy or sell securities, and impose civil and criminal liabilities on those who fail to comply.

This securities law guide is used by experienced securities lawyers, general practitioners, accountants, investment advisors, and investors.

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Part I: Background Traces the evolution of the securities laws and their purpose, outlines various securities statutes and the SEC s general rules and regulations, discusses research considerations, describes the SEC s administrative organization and procedures, summarizes approaches taken in state Blue Sky Laws and the limits of state authority over securities, and identifies Dodd-Frank as providing major big name revisions to the 1933 and 1934 Acts
Part II: The Regulation of Securities Explains the present requirements of the Acts and highlights their application to public companies, corporate directors, officers, and insiders, as well as broker-dealers; covers the latest SEC rules and regulations, interpretive releases, and no-action letters, as well as PCAOB rules and judicial decisions that apply, and interprets the regulatory scheme; discusses Dodd-Frank and Sarbanes-Oxley in their entireties
Part III: Enforcement of Violations Analyzes the civil and criminal liability provisions of the two Acts, including those triggering enforcement by SEC and PCAOB, as well as private securities litigation
Part IV: International Securities Transactions Discusses how these laws apply to international securities transactions, such as public offerings to U.S. investors by foreign issuers and public offerings by U.S. issuers to foreign investors



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