TAILIEUCHUNG - Federal Securities Law Second Edition

The dimension of the stock price-inflation puzzle that generated the greatest sustained academic interest, however, was the apparent negative relation between expected inflation and subsequent stock returns. The explanation that garnered early support was known as the “proxy hypothesis”. First articulated by Fama (1981), this hypothesis held that (i) a rise in inflation augurs a decline in real economic activity; and (ii) the stock market anticipates the decline in corporate earnings associated with this slowdown. Hence, in regressions of stock returns on inflation--expected inflation in Fama’s formulation--the effect of inflation is spurious; that is, inflation merely acts as a proxy for the true fundamentals,. | Federal Securities Law Second Edition Thomas Lee Hazen Cary C. Boshamer Distinguished Professor of Law The University of North Carolina at Chapel Hill School of Law Federal Judicial Center 2003 This Federal Judicial Center publication was undertaken in furtherance of the Center s statutory mission to develop and conduct education programs for judicial branch employees. The views expressed are those of the author and not necessarily those of the Federal Judicial Center. Portions of the first edition of this monograph were adapted from Thomas Lee Hazen Treatise on the Law of Securities Regulation 2d ed. West 1990 3d ed. West 1995 . Contents Preface v Acknowledgments vii I. Introduction 1 A. The Federal Securities Laws 1 B. The Securities and Exchange Commission 4 C. Sources of Litigation 6 D. Self-Regulation 7 E. Private Remedies 9 II. Scope and Reach of the Securities Laws 11 A. Definition of Security 11 B. Jurisdictional Provisions 15 C. SEC Enforcement Powers 17 D. Relation to Other Federal Laws 19 E. Relation to State Laws 21 III. Regulating the Distribution of Securities The Securities Act of 1933 25 A. Structure of the 1933 Act 25 B. Registration Process Under the 1933 Act 26 1. Prefiling Period 26 2. Waiting Period 29 3. Post-Effective Period 31 4. Shelf Registration Rule 415 32 C. Disclosure Requirements in Securities Offerings 32 1. Registration Forms 32 2. Adequacy of Registration Statement Disclosures 35 D. Exemptions from Registration Under the 1933 Act 38 1. Exempt Securities 38 2. Exempt Transactions 43 3. General Exemptive Authority 57 4. Integration of Transactions 57 E. Liabilities Under the 1933 Act 59 1. SEC Administrative Remedies 59 2. Private Rights of Action 60 .

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