Contents: (1) Results of the Invest.; (2) SEC Review of 2000 and 2001 Markopolos Complaints: (3) SEC 2004 OCIE Cause Exam. of Madoff; (4) SEC 2005 NERO Exam. of Madoff; (5) SEC 2006 Invest. of Markopolos Complaint; (6) Effect of Madoff¿s Stature and Reputation on SEC Exam.; (7) Allegations of Conflict of Interest from the Relationship between Eric Swanson and Shana Madoff; (8) Private Entities¿ Due Diligence Efforts Revealed Suspicious Activity about Madoff¿s Operations; (9) Potential Investors Relied upon the Fact That the SEC had Examined and Investigated Madoff in Making Decisions to Invest with Him; (10) Additional Complaints Received by the SEC re: Madoff; (11) Additional Exam. and Inspect. of Madoff¿s Firms by the SEC.

Public Companies is designed to aid directors, officers and general counsel of public companies and those intending to go public.

A Practical Guide to SEC Proxy and Compensation Rules, Sixth Edition is designed to meet the special needs of corporate officers and other professionals who must understand and master the latest changes in compensation disclosure and related party disclosure rules, including requirements and initial SEC implementing rules under the Dodd-Frank Wall Street Reform and Consumer Protection Act. Current, comprehensive and reliable, the Guide prepares you to handle both common issues and unexpected situations. Contributions from the country's leading compensation and proxy experts analyze: Executive compensation tables Compensation disclosure and analysis Other proxy disclosure requirements E-proxy rules Executive compensation under IRC Section 162(m) And much more! Organized for quick, easy access to all the issues and areas you're likely to encounter in your daily work, A Practical Guide to SEC Proxy and Compensation Rules Dissects each compensation table individually--the summary compensation table, the option and SAR tables, the long-term incentive plan table--and alerts you to the perils and pitfalls of each one Walks you through preparation of the Compensation Disclosure and Analysis Explains the latest interpretations under the SEC's shareholder proposal rule and institutional investor initiatives and what they mean for the coming proxy season Helps you tackle planning concerns that have arisen in the executive compensation context, including strategies for handling shareholder proposals regarding executive compensation and obtaining shareholder approval of stock option plans The Sixth Edition reflects the latest SEC and IRS regulations, guidance, interpretations and disclosure practices. It adds a new chapter focused on developments and practices relating to required public company "say-on-pay" advisory votes pursuant to the Dodd-Frank Act. Another new chapter addresses director qualifications and Board leadership, diversity, and risk oversight disclosures. This one-volume guide will help you prepare required disclosures as well as make long-range plans that comply fully with regulations and positions taken by the SEC more quickly and completely than ever before. In addition, we've updated the Appendices to bring you the latest rules and relevant primary source material. Previous Edition: Practical Guide to SEC Proxy and Compensation Rules, Fifth Edition ISBN 9780735598959

Corporate Finance and the Securities Laws has been winning over practitioners with its clear "how to do it" approach ever since its publication in 1990. This acclaimed guide is now completely updated in this Sixth Edition to help you meet the challenges of raising capital in today's increasingly regulated marketplace. Written in plain English by two top experts in the field - each with literally hundreds of successful deals under his belt, Corporate Finance and the Securities Laws is the "go to" resource which explains the mechanics of corporate finance together with the statutes that govern each type of deal. You'll receive expert corporate finance analysis, procedural guidance, and practical securities law pointers every step of the way to help you Structure all types of corporate finance deals - from public, private, and offshore offerings to corporate debt restructurings, commercial paper programs, raising capital, and asset-based securities transactions Root out problems before corporate finance deals are put in motion, with heads-up input on securities law prohibited practices, potential liabilities, conflicts of interest, due diligence concerns, and other red-flag issues Shepherd transactions through the corporate finance regulatory process with a clear understanding of applicable statutes and their implications in real-life situations Know what to do when securities law problems crop up - and find clear answers to the countless questions that develop in the course of a corporate finance deal Close deals, raising capital in a timely manner and work shoulder to shoulder with clients to accomplish your corporate finance objectives

James M Landis – scholar, administrator, advocate and political adviser – is known for his seminal contribution to the creation of the modern system of market regulation in the USA. As a highly influential participant in the politics of the New Deal he drafted the statute which was to become the foundation for securities regulation in the US, and by extension the founding principle of financial market regulation across the world. He was also a complex and in some ways tragic figure, whose glittering career collapsed following the revelation that he had failed to pay tax for a five year period in the 1950s. The oversight was to cost possible elevation to the Supreme Court, forced prosecution and sentencing in 1963 to one month's imprisonment, commuted to forced hospitalisation, and subsequent suspension of licence to practise. This candid and revealing book sets his life in the context of his work as an academic, legislative draftsman, administrator and Dean of Harvard Law School. In rescuing from history Landis's battles and achievements in regulatory design, theory and practice, it speaks directly to the perennial problems in financial market regulation - how to deal with institutions deemed too big to fail, how to regulate the sale of complex financial instruments and what role can the professions play as gatekeepers of market integrity. It argues that in failing to learn from the lessons of history we limit the capacity of regulatory intervention to facilitate cultural change, without which contemporary responses to financial crises are destined to fail.

Dramatic changes in U.S. law have increased the need to understand the complex regulation of todayand’s global capital and derivatives markets. U.S. Regulation of the International Securities and Derivatives Markets is the first truly comprehensive guide in this dynamic regulatory arena. This completely updated Eleventh Edition was authored by a team of attorneys at Cleary Gottlieb Steen and& Hamilton LLP, one of the foremost law firms in international finance. U.S. Regulation of the International Securities and Derivatives Markets provides thoroughly up-to-date coverage of the SEC Securities Offering Reform rules, the impact of the Dodd-Frank Act and the Sarbanes-Oxley Act on public companies in the United States, and much more. Advising clients on cross-border securities transactions means dealing with a tangle of complex rules and requirements. This comprehensive reference explains in detail virtually everything your clients might want to know, including: The U.S. securities and commodities laws pertaining to foreign participants and financial products entering U.S. capital markets, and U.S. securities in international markets, including a comprehensive discussion of the requirements imposed by the Sarbanes-Oxley Act and the regulatory framework established by the Dodd-Frank Act. The rules and regulations affecting each participant, including foreign banks, broker-dealers, investment companies and advisers, futures commission merchants, commodity pool operators, commodity trading advisors, and others The rules and requirements behind different cross-border transactions, including private placements and Rule 144A, ADR programs, the U.S./Canadian MJDS, global offerings, and more The principal European Union measures governing securities offerings and ongoing reporting in the European Union Many additional regulatory issues, including enforcement and remedies, recent case interpretations, FINRA and other SRO rules, and much more U.S. Regulation of the International Securities and Derivatives Markets, Eleventh Edition is by far the most comprehensive reference of its kind. This is the only desk reference covering all U.S. laws and regulations affecting international securities offerings and foreign participants in U.S. capital markets. It explains dozens of topics that simply cannot be found in any other published sourceand—saving you valuable research time, youand’ll have all the detailed information you need to guide clients through this dramatic new financial era.

Cyber risk management is one of the most urgent issues facing enterprises today. This book presents a detailed framework for designing, developing, and implementing a cyber risk management program that addresses your company's specific needs. Ideal for corporate directors, senior executives, security risk practitioners, and auditors at many levels, this guide offers both the strategic insight and tactical guidance you're looking for. You'll learn how to define and establish a sustainable, defendable, cyber risk management program, and the benefits associated with proper implementation. Cyber risk management experts Brian Allen and Brandon Bapst, working with writer Terry Allan Hicks, also provide advice that goes beyond risk management. You'll discover ways to address your company's oversight obligations as defined by international standards, case law, regulation, and board-level guidance. This book helps you: Understand the transformational changes digitalization is introducing, and new cyber risks that come with it Learn the key legal and regulatory drivers that make cyber risk management a mission-critical priority for enterprises Gain a complete understanding of four components that make up a formal cyber risk management program Implement or provide guidance for a cyber risk management program within your enterprise

A journey through the Index Revolution from the man who started it all Stay the Course is the story the Vanguard Group as told by its founder, legendary investor John C. Bogle. This engrossing book traces the history of Vanguard—the largest mutual fund organization on earth. Offering the world’s first index mutual fund in 1976, John Bogle led Vanguard from a $1.4 billion firm with a staff of 28 to a global company of 16,000 employees and with more than $5 trillion in assets under management. An engaging blend of company history, investment perspective, and personal memoir, this book provides a fascinating look into the mind of an extraordinary man and the company he created. John Bogle continues to be an inspiring and trusted figure to millions of individual investors the world over. His creative innovation, personal integrity, and stubborn determination infuse every aspect of the company he founded. This accessible and engaging book will help you: Explore the history of some of Vanguard’s most important mutual funds, including First Index Investment Trust, Wellington Fund, and Windsor Fund Understand how the Vanguard Group gave rise to the Index Revolution and transformed the lives of millions of individual investors Gain insight on John Bogle’s views on values such as perseverance, caring, commitment, integrity, and fairness Investigate a wide range of investing topics through the lens of one of the most prominent figures in the history of modern finance The Vanguard Group and John Bogle are inextricably linked—it would be impossible to tell one story without the other. Stay the Course: The Story of Vanguard and the Index Revolution weaves these stories together taking you on a journey through the history of one revolutionary company and one remarkable man. Investors, wealth managers, financial advisors, business leaders, and those who enjoy a good story, will find this book as informative and unique as its author.