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Securities Sources for Equity Compensation, 2017 ed.

(Digital Version)

11th Edition

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This book, prepared for the Certified Equity Professional Institute (CEPI) at Santa Clara University, is a collection of securities source materials relevant to the study of equity compensation. The CEPI offers a course of study leading to certification as a Certified Equity Professional. This book is intended for education and general reference and is neither an official publication nor a comprehensive legal reference. Notes on legislative and regulatory history are not included. Practitioners and corporate personnel should consult the latest versions of these sources (as available from government and other sites) when conducting business.

In the 2017 edition, Regulation D under the Securities Act of 1933 has been updated to conform to the present version, including amendments adopted by the Securities and Exchange Commission in October 2016.

Publication Details

Format: PDF, 198 pages
Dimensions: 6 x 9 inches
Edition: 11th (March 2017)
Status: Available for electronic delivery

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Contents

Preface

Statutes
Securities Act of 1933
Section 4-Exempted Transactions

Securities Exchange Act of 1934
Section 10-Regulation of the Use of Manipulative and Deceptive Devices

Regulations Under the Securities Act of 1933
Regulation D
Preliminary Notes
Rule 501-Definitions and Terms Used in Regulation D
Rule 502-General Conditions to Be Met
Rule 503-Filing of Notice of Sales
Rule 504-Exemption for Limited Offerings and Sales of Securities Not Exceeding $1,000,000
Rule 505-Exemption for Limited Offers and Sales of Securities Not Exceeding $5,000,000
Rule 506-Exemption for Limited Offers and Sales without Regard to Dollar Amount of Offering
Rule 507-Disqualifying Provision Relating to Exemptions Under Rule 504, Rule 505 and Rule 506
Rule 508-Insignificant Deviations from a Term, Condition or Requirement of Regulation D
Rule 428 -Documents Constituting a Section 10(a) Prospectus for Form S-8 Registration Statement; Requirements Relating to Offerings of Securities Registered on Form S-8
Rule 10b-5
Rule 10b5-1
Regulation 13D-G-Securities Ownership
Rule 13d-1. Filing of Schedules 13D and 13G
Rule 13d-2. Filing of Amendments to Schedule 13D or 13G
Rule 13d-3. Determination of Beneficial Owner
Rule 13d-4. Disclaimer of Beneficial Ownership
Rule 13d-5. Acquisition of Securities
Rule 13d-6. Exemption of Certain Acquisitions
Rule 13d-7. Dissemination
Schedule 13D
Schedule 13G
Rule 15c6-1 -Settlement Cycle
Rules 16a-1-16a8: Reports of Directors, Officers and Principal Shareholders
Rule 16a-1. Definition of Terms
Rule 16a-2. Persons and Transactions Subject to Section 16
Rule 16a-3. Reporting Transactions and Holdings
Rule 16a-4. Derivative Securities
Rule 16a-5. Odd-Lot Dealers
Rule 16a-6. Small Acquisitions
Rule 16a-7. Transactions Effected in Connection With a Distribution
Rule 16a-8. Trusts
Rule 16b-3. Transactions Between an Issuer and Its Officers or Directors

Items Under Regulation S-K
Item 201
Item 402
Item 405

Federal Reserve Regulations Under the Securities Exchange Act
Regulation T

SEC Forms and Instructions
Form 3 and instructions
Form 4 and instructions
Form 5 and instructions

New York Stock Exchange Listed Company Manual
303A.02. Independence Tests
303A.08. Shareholder Approval of Equity Compensation Plans
312.03. Shareholder Approval
402.06. Exchange Proxy Rules for Member Organizations (General)
402.07. Exchange Proxy Procedures for Member Organizations
402.08. Giving a Proxy to Vote Stock