Capital Markets Handbook 2003
by Burch, John C., Jr.; Foerster, Bruce S.Edition: 4th
Format: Paperback
Pub. Date: 2002-12-01
Publisher(s): Wolters Kluwer
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Summary
Capital Markets Handbook, Fourth Edition is the definitive desk reference for capital market professionals and a complete resource for anyone working in the financial markets field. Written by seasoned professionals in association with the SIA, Capital Markets Handbook covers the latest developments in securities legislation, and all aspects of documentation, underwriting, pricing, distribution, settlement, immediate aftermarket trading of new issues, information, a glossary, a bibliography, and appendices containing the full text of the primary statutes and regulations. New To The 4th Edition: The Sarbanes-Oxley Act of 2002, which inpart amends the '33 and '34 Acts. NASD Rule 2711 and NYSE Rule 472, limiting communications between analysts and investment bankers about new issue transactions And The extending the quiet period for publication of research by lead and co-managers. Amendments To The NASD Corporate Financing Rule 2710 requiring members to use a new electronic filing system: 'Cobra Desk'. A Regulation M matrix to assist in answering questions about trading securities under Regulation M. And much more!
Table of Contents
| About the Authors | p. vii |
| Foreword | p. xix |
| Preface | p. xxi |
| Acknowledgements | p. xxviii |
| Introduction | p. xxxi |
| Introduction to the Securities and Exchange Commission and Compilation of the Federal Securities Laws, the Glass-Steagall Act, and the Gramm-Leach-Bliley Act | |
| Introduction to the Securities and Exchange Commission | p. 1 |
| Background and Overview | p. 1 |
| Divisions and Offices | p. 4 |
| General SEC Information | p. 12 |
| Compilation of Federal Securities Laws | p. 14 |
| Securities Act of 1933 | p. 14 |
| Banking Act of 1933 (Glass-Steagall Act) | p. 32 |
| Securities Exchange Act of 1934 | p. 34 |
| Public Utility Holding Company Act of 1935 | p. 40 |
| Trust Indenture Act of 1939 | p. 43 |
| Investment Advisers Act of 1940 | p. 44 |
| Investment Company Act of 1940 | p. 45 |
| Securities Investor Protection Act of 1970 | p. 47 |
| National Securities Markets Improvement Act of 1996 | p. 48 |
| Financial Services Modernization Act of 1999 (Gramm-Leach-Bliley Act) | p. 50 |
| Federal Reserve System | p. 52 |
| Overview | p. 52 |
| Federal Reserve Regulations | p. 56 |
| Underwriting Documentation | |
| Underwriting Documents | p. 63 |
| Distinction Between Firm Underwritings and Best-Efforts Offerings | p. 64 |
| Letter of Intent | p. 64 |
| Due Diligence Examination | p. 64 |
| Underwriting Agreement | p. 65 |
| Delayed Delivery Contracts | p. 66 |
| Representations and Warranties | p. 67 |
| Underwriting Agreement Covenants | p. 67 |
| Underwriter's Commitment and Default | p. 68 |
| Issuance of Additional Securities and Lock-Up Agreements | p. 69 |
| Conditions in the Underwriting Agreement and Comfort Letters | p. 70 |
| Underwriter's Indemnification | p. 70 |
| Termination of the Underwriting Agreement | p. 71 |
| Agreement Among Underwriters | p. 72 |
| Price Maintenance | p. 73 |
| Claims Against Underwriters | p. 73 |
| NASD and SEC Provisions | p. 74 |
| Termination of the Agreement Among Underwriters | p. 74 |
| Selected Dealer Agreement | p. 75 |
| International Tranches | p. 75 |
| Competitive Bidding | p. 76 |
| Canadian Wrapper | p. 79 |
| Ontario | p. 79 |
| Quebec | p. 80 |
| Underwriting and New Issue Marketing Processes | |
| Underwriting Process | p. 82 |
| New Issue Marketing Processes | p. 84 |
| Quiet Period | p. 87 |
| Antecedents of Present Day Corporate Structures, Financing, and Accounting Techniques | p. 89 |
| Underwriting Custom, Tradition, and History | p. 99 |
| Deal Pricing | |
| Pre-Pricing Lead Manager Housekeeping Items | p. 110 |
| Underwriting Account | p. 110 |
| Selling Group | p. 110 |
| Tombstone Advertising | p. 110 |
| Compliance Items for Initial Public Offerings | p. 110 |
| Additional Items to Consider for Follow-On or Secondary Offerings of Equity Securities | p. 111 |
| Important Pricing Day Details | p. 112 |
| Pricing Under Rule 430A | p. 113 |
| Discussion Points/Negotiating Strategy | p. 115 |
| Underwriting Compensation | p. 121 |
| Corporate Financing Rule | p. 124 |
| Intraday Pricing | p. 127 |
| Post-Pricing Housekeeping Items | p. 127 |
| Deal Pricing in an After-Hours Trading Environment and Under T + 1 Settlement Convention | p. 129 |
| Forms of new Issue Distribution and Aftermarket Trading | |
| Allocation and Confirmation of Underwritten Securities | p. 131 |
| Over-Allotment and Penalty Bid | p. 133 |
| Naked Short Position | p. 135 |
| Trading Restrictions--Regulation M | p. 137 |
| Penalty Clause in the Agreement Among Underwriters | p. 138 |
| Offering Distribution | p. 138 |
| Deal Allocation | p. 140 |
| Institutional Pot | p. 142 |
| Types of Institutional Pot--Equity Offering | p. 143 |
| Stabilization | p. 147 |
| Passive Market Making | p. 150 |
| Bought Deals | p. 152 |
| Private Placements Under Rule 144A | p. 152 |
| Private Investment in Public Equity (PIPE) | p. 153 |
| Registered Direct Offerings | p. 154 |
| Regulation D Offerings | p. 154 |
| Regulation S Offerings | p. 155 |
| Rule 144--The Sale of Unregistered Securities | p. 155 |
| Rule 155--Limited Safe Harbors from Integration | p. 157 |
| Corporate Repurchase of Equity Securities | p. 158 |
| On-Line Dutch Auctions | p. 159 |
| Depositary Receipts | p. 161 |
| Settlement and Delivery | |
| Payment, Delivery, and Authority to Borrow | p. 165 |
| Market Outs/Calamity Outs | p. 166 |
| Termination | p. 168 |
| Default | p. 168 |
| Settlement with the Issuer | p. 169 |
| Settlement with Underwriters | p. 172 |
| Settlement with Selected Dealers | p. 174 |
| Compliance | |
| Free Riding and Withholding | p. 175 |
| Firm Compliance--Compliance Desk and the Safe Harbor Cancellation Rule | p. 178 |
| Qualified Independent Underwriter | p. 179 |
| Conflicts Rule | p. 180 |
| Regulation of the Allocation Process | p. 181 |
| Self-Regulation Concept--Major Domestic and Selected International Securities Markets and Other Entities Interfacing with the Securities Industry | |
| Industry-Wide Continuing Education | p. 184 |
| Insider Trading | p. 184 |
| Registration of Exchanges, National Securities Assocations, and Other Entities | p. 185 |
| Broker-Dealer Registration | p. 186 |
| American Stock Exchange | p. 189 |
| Arizona Stock Exchange | p. 190 |
| Boston Stock Exchange | p. 190 |
| Chicago Board Options Exchange | p. 190 |
| Chicago Stock Exchange | p. 190 |
| Cincinnati Stock Exchange | p. 190 |
| International Securities Exchange | p. 191 |
| Nasdaq Stock Market | p. 191 |
| New York Stock Exchange | p. 191 |
| Pacific Exchange | p. 192 |
| Philadelphia Stock Exchange | p. 192 |
| Third Market | p. 192 |
| Fourth Market | p. 192 |
| Appendices | |
| Securities Industry Third-Party Service Providers and Publications | p. 203 |
| Financial Printers | p. 213 |
| Tombstone Advertising and Third-Party Service Providers | p. 215 |
| Rating Agencies | p. 221 |
| Electronic Communication Network Contact Information | p. 225 |
| SIA Best Practices | p. 229 |
| Securities Act of 1933 | p. 237 |
| General Rules and Regulations Promulgated Under the Securities Act of 1933 | p. 313 |
| Securities Exchange Act of 1934 | p. 379 |
| General Rules and Regulations Promulgated Under the Securities Exchange Act of 1934 | p. 657 |
| Regulation M Promulgated Under the Securities Exchange Act of 1934 | p. 693 |
| National Securities Markets Improvement Act of 1996 | p. 715 |
| Pertinent NASD Notices to Members | p. 771 |
| Significant Dates in Securities Industry History | p. 919 |
| Glossary | p. 937 |
| Investment Bank Service Marked Derivative Securities | p. 999 |
| Bibliography/Suggested Reference Sources | p. 1005 |
| Index | p. 1011 |
| Table of Contents provided by Syndetics. All Rights Reserved. |
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