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American Bar Association

ABA Section of Business Law

Business Law Today

Our mini-theme: Federal Securities

As we do from time to time, this issue of Business Law Today has several articles on a related topic--the federal securities law. This "mini-theme" seems timely on two counts: first, because of the headline-grabbing volatility of the U.S. securities markets over the last few months in the wake of the sub-prime lending crisis.

Second, this year marks the 75th anniversary of the Securities Act of 1933. That early New Deal legislation was the first effort by the federal government to regulate what had previously been the regulatory domain of the states. The creation of the Securities and Exchange Commission followed a year later, as did the second of the federal securities laws, the Securities Exchange Act of 1934.

The four articles that make up this issue's mini-theme address several aspects of the federal securities laws. Steve Boehm and Hannah Friedberg's article shows how private equity investments can be accessed through the public markets. Brandon ParrisO article provides a primer on how to most effectively use the SEC's rule that allows buying and selling securities even when the trader may be in possession of material inside information, as long as the trades are set up in advance of when the investor comes into possession of such otherwise transaction-prohibiting information.

Our two "Keeping Current" articles address recent securities law developments. One article describes the SEC's recent liquidity-enhancing amendments to rules pertaining to the trading of certain privately held securities. The other summarizes the recent U.S. Supreme Court case interpreting the primary federal securities antifraud proscription, section 10(b) of the Securities Exchange Act of 1934. That case limited the ability of plaintiffs in securities fraud actions to bring potential deep-pocket defendants into the case where those prospective defendants may only have had limited involvement in the transactions underlying the action.

— Bob Boehm
Coral Gables, Florida

Everyman a venture capitalist
Taking private equity public
By Steven B. Boehm and Hannah L. Friedberg

Rule 10b5-1 plans
Staying out of trouble
By Brandon C. Parris


Whistleblowers and prosecutors
Achieving the best interests of the public
By William Y. Culbertson

Being a qui tam whistleblower
It's not for everybody
By Robin Page West

Conducting investigations of wrongful workplace conduct
Issues and guidelines
By Roy A. Ginsburg

Defining employees and independent contractors
Don't try this at home!
By Robert W. Wood

"Adequately protect" your interests in an economic crisis
Proactive steps for lenders facing bankrupt borrowers
By Timothy M. Lupinacci and Bill D. Bensinger

Office of Foreign Asset Control
Do you know who your borrower is?
By Jeremy S. Friedberg and Andrew L. Cole

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