SEC Regulation Outside the United States (6th ed) - Risk Books
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SEC Regulation Outside the United States (6th ed)

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.

Publish date: 3 Dec 2007

Availability: In stock


Book description

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.

Book details

Publish date
3 Dec 2007
155mm x 235mm

Editor biography

Mark Berman

Mark Berman, the founder and CEO of CompliGlobe Ltd, advises and conducts training programmes for hedge funds, investment managers, issuers, regulators and multi-national banks and brokers in Europe and Asia on SEC practice outside the United States, UK and EU issues and cross-border regulatory, compliance and AML matters. 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 disclosure and trading practices issues, respectively. He was a senior lawyer with the London Stock Exchange where he advised on UK, EU and US supervision, surveillance and regulatory matters and listing rules issues, and drafted the 1994 re-write of the trading rules. Mark began his career in financial services with Merrill Lynch. In 15 years of industry experience and apart from his time as a regulator, he held senior positions as head of legal and compliance, compliance officer, MLRO and assistant company secretary. He chaired and served on new product committees.

Mark wrote An Introduction to Hedge Funds (2007 Risk Books) and edited and contributed to SEC Regulation Outside the United States (6th ed. 2007 Risk Books) and Hedge Funds & Prime Brokers (2nd ed. 2010 Risk Books). He founded, chairs and speaks at “SEC Regulation Outside the United States” and the workshops “SEC Basics”, “SEC Inspections and CCOs” and “How to Navigate a Prime Brokerage Agreement,” given in Hong Kong, London, Singapore and other European and Asian locations. Mark is a member of the Advisory Council of the SEC Historical Society (Trustee from 2006 to 2009) and served on the task force for the SEC’s 75th anniversary. He is a member of the BSF Hall of Fame.

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