Capital Markets Handbook Book

	About the Editors
	Foreword
	Prefaces
	Acknowledgments
	Introduction
Ch. 1	Introduction to the Securities and Exchange Commission; Compilation of the Federal Securities Laws, Banking Act of 1933 (Glass-Steagall Act), and Financial Services Modernization Act of 1999 (Gramm-Leach-Bliley Act); Primer on the Federal Reserve
1.01	Introduction to the Securities and Exchange Commission	1
1.02	Compilation of the Federal Securities Laws	15
1.03	Primer on the Federal Reserve System	54
Ch. 2	Underwriting Documentation
2.01	Underwriting Documents	67
2.02	Letter of Intent	68
2.03	Distinction Between Firm Commitment Underwritings and Best-Efforts Offerings	69
2.04	Underwriting Agreement	69
2.05	Agreement Among Underwriters	76
2.06	Selected Dealer Agreement	79
2.07	International Tranches	80
2.08	Competitive Bidding	81
2.09	Canadian Wrapper	84
Ch. 3	Underwriting and New Issue Marketing Processes
3.01	Overview	87
3.02	Underwriting Process	88
3.03	New Issue Marketing Processes	90
3.04	Quiet Period	94
3.05	Antecedents of Present Day Corporate Structures, Financing, and Accounting Techniques	96
3.06	Underwriting Custom, Tradition, and History	106
Ch. 4	Deal Pricing
4.01	Overview	119
4.02	Pre-Pricing Lead Manager Housekeeping Items	120
4.03	Pricing Under Rule 430A	123
4.04	Discussion Points/Negotiation Strategy	125
4.05	Underwriting Compensation	132
4.06	Corporate Financing Rule	136
4.07	Intraday Pricing	140
4.08	Post-Pricing Housekeeping Items	140
4.09	Deal Pricing in an After-Hours Trading Environment and Under T+1 Settlement Convention	142
Ch. 5	Forms of New Issue Distribution and Aftermarket Trading
5.01	Allocation and Confirmation of Underwritten Securities	145
5.02	Over-Allotment - "Green Shoe"	148
5.03	Over-Allotment Naked Short	151
5.04	Trading Restrictions - Regulation M	152
5.05	Penalty Clause in the Agreement Among Underwriters	153
5.06	Offering Distribution	154
5.07	Deal Allocation	156
5.08	Institutional Pot	160
5.09	Stabilization	166
5.10	Passive Market Making	169
5.11	Bought Deals	171
5.12	Private Placements Under the 144A	172
5.13	Rule 144 - The Sale of Unregistered Securities	175
5.14	Rule 155 - Limited Safe Harbors from Integration	178
5.15	Corporate Repurchase of Equity Securities	179
5.16	On-Line New Issue Dutch Auctions	180
5.17	Depositary Receipts	182
Ch. 6	Settlement and Delivery
6.01	Payment, Delivery, and Authority to Borrow	187
6.02	Market Outs/Calamity Outs	188
6.03	Termination	190
6.04	Default	190
6.05	Settlement with the Issuer	191
6.06	Settlement with Underwriters	195
6.07	Settlement with Selected Dealers	197
Ch. 7	Compliance
7.01	Overview	199
7.02	Free Riding and Withholding	199
7.03	Firm Compliance - Compliance Desk and the Safe Harbor Cancellation Rule	202
7.04	Qualified Independent Underwriter	204
7.05	Conflicts Rule	204
7.06	Regulation of the Allocation Process	205
7.07	Analyst Conflict Rules	207
Ch. 8	Self-Regulation Concept, Major Domestic and Selected International Securities Markets, Settlement and Clearing Facilities, and Selected Entities Interfacing with the Securities Industry
8.01	Overview	209
8.02	Industry-Wide Continuing Education	210
8.03	Insider Trading	211
8.04	Registration of Exchanges, National Securities Associations, Broker-Dealers, Settlement and Clearing Facilities, and Other Entities	211
8.05	Domestic Stock and Options Markets and Clearing Facility	217
8.06	Contact Information for Certain Additional Markets and Entities	223
App. A	Securities Industry Third-Party Service Providers and Securities Industry Publications	235
App. B	Financial Printers	245
App. C	Tombstone Advertising and Third-Party Service Providers	249
App. D	Credit-Ratings Agencies	255
App. E	Electronic Communication Networks (ECNs) Contact Information	261
App. F	SLA Best Practices	265
App. G	Securities Act of 1933	273
App. H	General Rules and Regulations Promulgated Under the Securities Act of 1933	351
App. I	Securities Exchange Act of 1934	421
App. J	General Rules and Regulations Promulgated Under the Securities Exchange Act of 1934	757
App. K	Regulation M Promulgated Under the Securities Exchange Act of 1934	793
App. L	National Securities Markets Improvement Act of 1996	835
App. M	Pertinent NASD Notice to Members Publications	891
App. N	Significant Dates in Securities Industry History	1083
	Glossary	1105
	Investment Bank Service Market Derivative Securities	1169
	Bibliography/Suggested Reference Sources	1175
	Index	1181