
A Guide for Governments, Corporations and Investors
Edited By Mark Berman
Now in its sixth edition, this is the definitive guide to how the US federal securities laws and the rules and regulations of the SEC apply outside the United States.
Pages: 540pp
ISBN-10: 1-904339-95-6
ISBN-13: 978-1-904339-95-3
Binding: Hardback
Format: 155mm x 235mm
The sixth edition of this seminal work - the only publication of its kind in the world - gives you a practical approach to the key issues facing global market participants. These include SEC practice, public offers with US-registered tranches, private placements, cross-border M&A activities, the regulation of non-US money managers and hedge fund advisors, broker-dealer regulation and exemptions, exemptions for offering hedge funds to US persons, compliance with SEC requirements for non-US advisers and broker dealers and key regulatory and enforcement actions involving the Foreign Corrupt Practices Act, insider trading, hedge fund fraud and other matters.
This edition is the first publication to cover these, and other, significant developments:
- Sarbanes-Oxley - new guidance for management on internal controls and definitions of "material weaknesses" and "significant deficiency", and PCAOB AS 5;
- the "roadmap" to end IFRS-US GAAP reconciliations;
- FCPA enforcement developments and actions;
- how the Securities Offering Reforms and free writing prospectuses impact public offers;
- the new foreign private issuer deregistration regime;
- developments in "mutual recognition" for exchanges - and, possibly, broker-dealers;
- PIPE enforcement cases;
- the reduced "holding period" for restricted securities and other changes in private placements;
- new Advisers Act rule 206(4)-8 to prohibit investment advisers from making false or misleading statements to investors in certain pooled investment vehicles, including hedge funds (adopted following Goldstein v SEC that invalidated the "private fund" investment adviser rule);
- a new interpretation on client commissions under the "soft dollar" safe harbour;
- how the SEC's Office of Compliance Inspections and Examinations inspects non-US investment managers and broker-dealers, and what is involved in compliance for these entities;
- changed disclosure requirements for executive and director compensation, director independence and other corporate matters;
Edited by Mark Berman - a former SEC lawyer and an internationally-recognised expert on SEC regulation. An essential handbook for anyone with a senior compliance responsibility at public companies, asset management firms and investment banks.
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Mark Berman the founder and a principal of CompliGlobe Ltd., advises and has advised hedge funds, investment managers, multi-national banks and investment firms on cross-border regulatory, compliance and AML matters. He is the editor of and a contributor to Hedge Funds and Prime Brokers (Oct 2006, Risk Books) and SEC Regulation Outside the United States (6th ed. Dec 2007, Risk Books).
He founded and chairs the annual conference, “SEC Regulation Outside the United States”, and the workshops, “SEC Basics” and “SEC Inspections and CCOs”, given annually in London, Hong Kong and other locations in Europe and Asia. Mark was a senior lawyer with the Division of Corporation Finance and the Division of Market Regulation of the US Securities and Exchange Commission, where he worked on domestic and cross-border disclosure and trading practices issues, respectively.
He was a senior lawyer with the London Stock Exchange where he advised on market supervision, surveillance, commercial and inter-exchange and regulatory matters, drafted the 1994 re-write of the trading rules and negotiated the Exchange-Thomson-ISMA inter vendor link agreement. In nearly 15 years of industry experience and apart from his time as a regulator, he held positions as head of legal and compliance, compliance officer, MLRO and assistant company secretary, and chaired and served on new product committees.
Mark writes articles, conducts training programmes on and speaks regularly at local, regional and global seminars on hedge fund developments and cross-border regulation. He is a Trustee of the SEC Historical Society and a member of the BSF Hall of Fame
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Operational Risk - Edited By Ellen Davis
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MiFID - Jean-René Giraud & Catherine D'Hondt
Anti-Money Laundering - Edited By Tim Gough
Operational Risk and Financial Institutions -
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