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The dramatic changes in the fund industry during the 1980s and 1990s led the SEC and the industry to seek to modernize SEC requirements. SEC disclosure requirements relating to fund prospectuses, shareholder reports, advertisements, and newsletters were updated, although disclosure of “shelf space” went unaddressed. Similarly, a number of substantive SEC requirements and industry best practices in areas such as permissible investments by money market funds, 12b-1 plans, personal investing, and the qualifications and duties of fund directors, were modernized, although hedge funds were left unregulated But in the area of compliance the SEC did not adopt the industry's recommendation to require funds to establish formal compliance systems.

This chapter sets out the preparatory work needed for an initial public offering and explains the roles played by different professionals, including the company going public, the investment bank, and legal, accounting and other professionals. It also explains different forms of IPOs, the complex process of drawing up a prospectus, and the treatment of different categories of investors.

The mechanics of a public issue of corporate securities and its legal setting are the focus of this chapter. These aspects are largely governed by the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009; and the Securities and Exchange Board of India (Issue and Listing of Non-Convertible Redeemable Preference Shares) Regulations, 2013. These regulations, being delegated legislation, are often amended by SEBI to attend to new developments in the securities market. Nonetheless, their core features remain intact. This chapter focuses more on the core features and reference is made to peripheral matters for adding completeness and coherence. Some of the peripheral matters like issue procedure—how to apply in the public issue and how are applications processed—have been simplified for a meaningful analysis.

This chapter shows that the higher frequency of company fraud prosecutions witnessed in the late 1860s was maintained in the new decade. Like the earlier trials, most revolved around that most contested of documents, the prospectus. But whereas the issue in 1869 had been disclosure, the question was now somewhat more fundamental: could directors be held responsible for a prospectus which lured people to invest in a bubble? Whilst the trials met with mixed results, the successes indicated a growing acceptance of private criminal prosecutions as a valid element in the regulatory mix. But this was not all. Sparked by the publicity given to some particularly bad cases in the middle of the decade, concerns about commercial morality strengthened arguments for the establishment of a public prosecutor. Such proposals were to receive a cautious but receptive response from paternalists in Disraeli's Conservative government.

On 16 May 2017, the Council adopted the Prospectus Regulation, which repeals the Prospectus Directive. The prospectus rules are an important part of the Capital Markets Union (CMU), and will apply from mid-2019. This chapter analyzes the reforms of the prospectus rules enacted in the new Prospectus Regulation. First, it provides the background and purposes of the Regulation. It then addresses the extension of the exceptions to and exemptions of the duty to publish a prospectus; the special regime for small and medium-sized companies; the reduction of the burden for secondary issues; the special regime for frequent issuers; the increased relevance of the prospectus for investors; and finally the publication of and access point for EU-prospectuses.

This chapter outlines the process of writing up a study, sharing it with communities of interest, and positioning it within the literature. In preparing to write up the findings, one should return to the original iteration of information on the research. This may be in the form of a research proposal, grant application, or dissertation prospectus. Initially, sections from the existing document, such as the introduction to the study, literature review, and discussion of methods, can serve as a placeholder on the front end of the draft. Also, using existing documents the researcher can include a discussion of the following: research results, implications, relationship to the literature on the topic, and conclusion. In this manner, as the discussion of the research continues to be a source of public engagement, the interpretation may extend beyond the original summary.

This chapter focuses on the process whereby a company raises finance by offering its equity securities to investors in the market. Topics discussed include reasons for going public; where shares can be listed; EU capital market regulation; giving effect to EU law in the UK; standards for admission to trading on the Alternative Investment Market (AIM); forms of public offer of shares; determining the issue price; the principle of mandatory prospectus disclosure; the operation of the mandatory prospectus disclosure regime; enforcement of securities laws regulating public issues and admission to trading; civil liability in the UK for defective prospectuses; civil liability for false prospectuses; public offers of securities by private companies; periodic and episodic disclosure obligations of listed and quoted companies; issuer disclosure obligations derived from the transparency obligations directive; and annual corporate governance disclosures by issuers admitted to trading on a regulated market; and civil liability for periodic and episodic disclosures.

The EU’s commitment to IFRSs was confirmed with the actual adoption of the standards in practice, beginning in 2005. The European Commission encouraged other jurisdictions to adopt or converge with IFRSs, through its requirement that non-EU companies listed in the EU should use IFRSs or national standards deemed equivalent with IFRSs. Nonetheless, the relationship between the IASB and the EU remained tense because of continuing controversy over some of the IASB’s technical work. The European Parliament actively involved itself in discussions of the IASB’s governance and accountability. By delaying the endorsement of IFRS 8 on segment reporting, the Parliament declared its authority to intervene in the endorsement of individual standards.

This chapter discusses agency and private-level mortgage-backed securities (MBS) issuance to highlight the differences in investor disclosures. In addition, given the substantial changes in rulemaking, it describes the current state of the prospectus and prospectus supplement for MBS securities along with the types of information that are available to investors in a typical prospectus and prospectus supplement, and the benefits and limitations of the reported data. The prospectus is the cornerstone disclosure document available to an investor and describes the nature of the MBS, the key characteristics about the mortgage pool backing the MBS, risk factors associated with investing in the offered MBS, and the legal structure of the MBS, including parties involved in the creation and maintenance of the trust. These disclosures are designed to provide information to investors so that they can make an informed investment decision.

This chapter surveys the ways in which advisers and their sibling entities arrange their compensation, with their fees as inevitably drawing down assets in the fund. No matter how well or poorly a fund is performing, it is always bleeding money in the form of fees. To generate positive returns for fund shareholders, then, an adviser must first do well enough to earn back the fees it charges. But no matter how sagacious an adviser’s decisions, in good times its fees diminish any gains; in bad times they exacerbate losses. Advisers—and their affiliated service providers—charge a fee expressed as a percentage. The author shows that, when compounded over time, fees and expenses on mutual fund investment can amount to hundreds or thousands of dollars flowing out of the average investor’s account and into the coffers of investment advisers.

This chapter examines Madan Mohan Malaviya’s role in the establishment of the Banaras Hindu University, which he envisioned as a residential and teaching institution for the Hindu community. After providing an overview of Malaviya’s early efforts to establish a residential Hindu University, the chapter discusses his involvement in the preparation of a prospectus of the proposed Hindu university, published in 1905. It then considers Mrs Annie Besant’s scheme for a University of India, renewed efforts in 1910 to establish a university for Muslims at Aligarh, and Malaviya’s initiation of campaigns to collect funds for the proposed Banaras Hindu University. It also explores the government’s suspicion of Malaviya’s motives in trying to establish a Hindu university, his call for the amalgamation of the Central Hindu College with the proposed Banaras Hindu University, and his speeches on the draft bill for the creation of the Banaras Hindu University.

The concept of public offer of shares and debentures and its legal context forms the focus of this chapter. This concept is intertwined with that of prospectus because a public company issues securities to the public through a document called prospectus. Therefore, the concept of prospectus, too, is the focus of this chapter. With public offer and prospectus as the topics, this chapter examines the reasons why company makes public offer of its securities. It then examines the meaning and constituents of prospectus, the principal legal requirements that a prospectus attracts, the function of a prospectus, and types of prospectuses that are issued in the securities market. The chapter then examines what is listing of securities, types of public offerings, proponents of public offer and the concept of ‘offer for sale’. The chapter ends with describing prospectuses issued in India of companies incorporated outside India.

This chapter analyses the interplay between initial coin offerings (‘ICOs’) and securities regulation, with a particular focus on EU law. ICOs have come to dwarf traditional venture capital funding in the blockchain space. However, the US Securities and Exchange Commission (‘SEC’) has determined that a number of token types constitute securities under US law, with potentially far-reaching consequences for initiators in terms of liability. Under EU law, explicit regulatory or court guidance is lacking at the moment. Against this background, this chapter develops a taxonomy of tokens by differentiating between investment, utility, and currency tokens. It shows that only investment tokens typically qualify as securities under EU law. Currency tokens are exempted because of their proximity to payment services regulation; and utility tokens will, for the most part, fall under EU consumer law, not securities regulation. These results derive from a functional analysis of EU securities regulation and arguably amount to a comparative advantage of EU law vis-à-vis US law in terms of the regulatory burden for token developers.