p. iAdvanced Introduction to U.S. Federal Securities Law
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U.S. Federal Securities Law
Thomas Lee Hazen
p. iiiAdvanced Introduction to
U.S. Federal Securities Law
THOMAS LEE HAZEN
Cary C. Boshamer Distinguished Professor of Law, University of North Carolina at Chapel Hill, USA
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2.3.5Funds with less than $150 million under management in the United States 145
2.3.6Foreign private advisers 146
2.4Private Fund Advisers 146
2.5Exempt Reporting Advisers; Venture Capital Funds 146
2.5.1Exempt reporting advisers 147
2.5.2Venture capital funds 147
2.6Risk Reporting 148
p. xiiAbout the author
Thomas Lee Hazen is the Cary C. Boshamer Distinguished Professor of Law at the University of North Carolina at Chapel Hill School of Law. He is a recognized expert in the field of securities law. Professor Hazen is an award-winning author of multi-volume treatises, hornbooks, and casebooks on securities law, commodities law, and corporate law. He has written more than over forty law review articles in law journals including the University of Pennsylvania, Northwestern University, and Virginia law reviews. Professor Hazen’s work has been cited by p. xiiimany courts, including the U.S. Supreme Court. He is also among the most-widely-cited corporate and securities scholars. He has served as an expert witness on numerous occasions. Professor Hazen has served on legislative drafting committees and has lectured at many continuing education programs. He is a graduate of Columbia College and Columbia Law School where he served on the Law Review. Before joining the North Carolina faculty, Professor Hazen was on the law faculty at the University of Nebraska. Prior to that he was in private practice with a major New York City law firm.
Securities regulation is highly complex and technical. Securities law once was a specialty practiced only in large Wall Street firms. This is no longer true. Lawyers all over the U.S. and the world often must deal with many aspects of U.S. securities law.
Many lawyers with general corporate and commercial practices must deal with securities laws. No matter how small the business, if it is a corporation, partnership, limited partnership, or limited liability company, the potential applicability of the registration requirements and antifraud provisions and attendant potential civil liabilities loom in the background as something for the corporate planner to keep in mind. Additionally, the widespread possibility of federal remedies for investors injured in the securities markets means that every lawyer should have at least a passing familiarity with securities law. Since the definition of “securities” is an expansive one, many investment opportunities other than the traditional forms of stock or bonds may still be subject to the regulatory and protective provisions of both federal and state securities law. It follows that securities law has become relevant to general practitioners as well as specialists.
This Advanced Introduction to U.S. Federal Securities Law is designed for anyone interested in U.S. business law. It should be especially useful to practitioners and others engaged in the business and securities world looking for a detailed overview of U.S. securities law. It will be especially useful for lawyers, scholars and policy advisors.
p. xvThis book focuses primarily on the Securities Act of 1933 and the Securities Exchange Act of 1934. In addition, there is briefer treatment of the other federal acts: the Trust Indenture Act of 1939, the Investment Company Act of 1940 and the Investment Advisers Act of 1940.
This Advanced Introduction is designed to provide an accessible and basic understanding of this very complex set of rules and regulations. For detailed treatment of the U.S. securities laws’ intricacies, see my Treatise on the Law of Securities Regulation (Thomson Reuters, 7th ed. 2016; 7 volumes, updated twice a year) and my Hornbook on the Law of Securities Regulation (West Academic Publishing, 7th ed. 2020; one volume). This Advanced Introduction is adapted from those materials.