| 目录 |
| | Volume One | |
| 1. | The JOBS Act: An Overview of its Impact on the Securities Offering Process / John C. Coffee Jr. | 117 |
| 2. | The Jumpstart Our Business Startups Act Reforms the Securities Offering Framework / Abigail Arms | 177 |
| 3. | The Jumpstart Our Business Startups Act of 2012 / David M. Lynn | 205 |
| 4. | Jumpstart Our Business Startups ("JOBS") Act An Overview / Bob Buckholz, Submitted by David B. Harms | 249 |
| 5. | What Disclosures Does the JOBS Act Require in IPO Prospectuses? / Keith F. Higgins | 285 |
| 6. | Initial Public Offerings, Forecasts and Selective Disclosure / Keith F. Higgins | 295 |
| 7. | Jumpstart Our Business Startups Act Frequently Asked Questions: Generally Applicable Questions on Title I of the JOBS Act May 3, 2012 (Questions 18 41) April 16, 2012 (Questions 1 17) | 311 |
| 8. | Jumpstart Our Business Startups Act Frequently Asked Questions: Changes to the Requirements for Exchange Act Registration and Deregistration April 11, 2012 | 331 |
| 9. | Jumpstart Our Business Startups Act Frequently Asked Questions: Confidential Submission Process for Emerging Growth Companies April 10, 2012 | 339 |
| 10. | SEC Press Release 2012 170: SEC Proposes Rules to Implement JOBS Act Provision About General Solicitation and Advertising in Securities Offerings, August 29, 2012 | 349 |
| 11. | SEC Press Release 2012 163: SEC Adopts Rule for Disclosing Use of Conflict Minerals, August 22, 2012 | 357 |
| 12. | SEC Press Release 2012 164: SEC Adopts Rules Requiring Payment Disclosures by Resource Extraction Issuers, August 22, 2012 / Submitted by Meredith B. Cross | 365 |
| 13. | Skadden Memorandum: CFTC Takes Steps to Implement the Clearing Regime for Swaps and Finalizes the Exception from Clearing for Commercial End Users, August 15, 2012 / Submitted by Brian V. Breheny | 373 |
| 14. | Skadden Executive Compensation and Benefits Alert: Two Thirds of the Way Through the 2012 Proxy Season Lessons Learned, June 21, 2012 / Submitted by Brian V. Breheny | 383 |
| 15. | Skadden Executive Compensation and Benefits Alert: Important Section 409A Relief Expires at Year End, September 10, 2012 / Submitted by Brian V. Breheny | 391 |
| 16. | Skadden Memorandum: SEC Adopts Conflict Minerals Rules, September 5, 2012 / Submitted by Brian V. Breheny | 397 |
| 17. | Skadden Memorandum: SEC Adopts Rules Requiring Disclosure of Payments by 'Resource Extraction Issuers', September 5, 2012 / Submitted by Brian V. Breheny | 411 |
| 18. | Skadden Securities Regulation and Compliance Alert: SEC Adopts Rules Requiring New Listing Standards for Compensation Committees, June 22, 2012 / Submitted by Brian V. Breheny | 417 |
| 19. | SEC Guidance on Use of Corporate Websites Where are We Four Years Later? / Catherine T. Dixon, Keir D. Gumbs, PJ Himelfarb | 423 |
| 20. | Covington & Burling LLP Advisory Securities: SEC Adopts Conflict Minerals Rules, August 24, 2012 / Submitted by Keir D. Gumbs | 451 |
| 21. | Covington & Burling LLP Advisory Securities: SEC Adopts Resource Extraction Payment Rules, August 29, 2012 / Submitted by Keir D. Gumbs | 467 |
| 22. | Political Spending Shareholder Activism in 2012 and Beyond / Keir Gumbs, Gintare Stalenyte | 477 |
| 23. | 2012 Glass Lewis Policy Updates, July 20, 2012 / Submitted by Daniel J. Ryterband | 499 |
| 24. | SEC Finalizes Rules for Compensation Committee and Adviser Independence (Few Changes from Rules Proposed in April 2011), June 27, 2012 / Submitted by Daniel J. Ryterband | 507 |
| 25. | Proxy Advisor Say on Pay Assessment Process and Vote Outcome / Daniel J. Ryterband | 515 |
| 26. | Katrice Bridges Copeland, In House Counsel Beware!, 39 Fordham URB. L.J. 391 (2011) / Submitted by Brackett B. Denniston III | 541 |
| 27. | Donald C. Langevoort, Getting (Too) Comfortable: In House Lawyers, Enterprise Risk, And The Financial Crisis, Wis. L. Rev. 495 (2012) / Submitted by Brackett B. Denniston III | 599 |
| 28. | U.S. v. Stevens, Criminal Action: RWT 10 694 (D. MD. May 10, 2011) / Submitted by Brackett B. Denniston III | 629 |
| 29. | American Express Company Corporate Governance Principles (As Amended and Restated as of February 23, 2012) / Submitted by Louis M. Parent | 645 |
| 30. | Weil, Gotshal & Manges LLP Memorandum, March 2012 / Submitted by Kim K.W. Rucker | 659 |
| 31. | Weil, Gotshal & Manges LLP Securities Enforcement & Litigation Alert: SEC Speaks 2012: An "Entrepreneurial" and Restructured SEC Pledges Proactive Enforcement / Submitted by Kim K.W. Rucker | 677 |
| 32. | General Counsel Buffeted by Compliance Demands and Client Pressures May Face Personal Peril / E. Norman Veasey, Christine T. Di Guglielmo | 689 |
| 33. | Corporate Governance & Private Securities Litigation / Ralph C. Ferrara | 725 |
| 34. | Selected Recent Developments in U.S. Securities Laws and Corporate Finance, as of August 24, 2012 / John F. Olson, Jonathan C. Dickey, Stephen I. Glover, Brian J. Lane, Bradford P. Weirick, Ronald O. Mueller, Scott J. Calfas, Amy L. Goodman, James J. Moloney, Paul J. Collins, Gillian McPhee, Peter W. Wardle, Ari B. Lanin, Elizabeth Ising | 767 |
| 35. | U.S. v. Stevens, 771 F. Supp. 556 (D. MD. March 23, 2011) / Submitted by John F. Olson | 997 |
| 36. | U.S. vs. Stevens, Criminal Action: RWT 10 694 (D. MD. May 10, 2011), See Chapter 28 / Submitted by John F. Olson | 1011 |
| 37. | Speech by SEC Staff: Remarks to Criminal Law Group of the UJA Federation of New York, by Robert S. Khuzami, Director, Division of Enforcement, U.S. Securities and Exchange Commission, New York City, June 1, 2011 / Submitted by John F. Olson | 1013 |
| 38. | Surviving a Restatement, Insights: The Corporate & Securities Law Advisor Volume 26, Number 4, April 2012 / Steven E. Bochner, John Huber | 1025 |
| 39. | TIAA CREF Policy Statement on Corporate Governance / Submitted by Stephen L. Brown | 1045 |
| 40. | Takeover and Activist Response Checklist and Dealing with Activist Hedge Funds / David A. Katz | 1075 |
| 41. | Takeover Law and Practice / David A. Katz | 1091 |
| 42. | Corporate Governance Update: Advice For the Board in CEO Selection and Succession Planning / David A. Katz, Laura A. McIntosh | 1261 |
| 43. | Corporate Governance Update: Analyzing Aspects of Board Composition / David A. Katz, Laura A. McIntosh | 1275 |
| 44. | Corporate Governance Update: ISS Policy Updates for 2012 Proxy Season / David A. Katz, Laura A. McIntosh | 1287 |
| 45. | Corporate Governance Update: Section 13(d) Reporting Requirements Need Updating / David A. Katz, Laura A. McIntosh | 1297 |
| 46. | Corporate Governance Update: 'Say on Pay' in the 2012 Proxy Season / David A. Katz, Laura A. McIntosh | 1309 |
| 47. | Board Oversight of Routine Shareholder Engagement / David B.H. Martin | 1321 |
| | Volume Two | |
| 48. | Public Company Accounting Oversight Board Auditing Standard No. 16 Communications with Audit Committees; Related Standards; and Transitional Amendments to AU Sec. 380, PCAOB Release No. 2012 004, August 15, 2012 / Submitted by James R. Doty | 23 |
| 49. | Report on the Progress of the Interim Inspection Program Related to Audits of Brokers and Dealers, PCAOB Release No. 2012 005, August 20, 2012 / Submitted by James R. Doty | 181 |
| 50. | Information for Audit Committees About the PCAOB Inspection Process, PCAOB Release No. 2012 003, August 1, 2012 / Submitted by James R. Doty | 219 |
| 51. | PCAOB Proposed Auditing Standard Related Parties, Proposed Amendments to Certain PCAOB Auditing Standards Regarding Significant Unusual Transactions and Other Proposed Amendments to PCAOB Auditing Standards, PCAOB Release No. 2012 001, February 28, 2012, PCAOB Rulemaking Docket Matter No. 038 / Submitted by John W. White | 257 |
| 52. | Still No Decision, SEC Issues Final Report on Incorporation of IFRSs, Deloitte Heads Up, July 19, 2012, Volume 19, Issue 15 / Submitted by Joseph B. Ucuzoglu | 381 |
| 53. | Information for Audit Committees About the PCAOB Inspection Process, Deloitte Heads Up, August 30, 2012, Volume 19, Issue 20 / Submitted by Joseph B. Ucuzoglu | 393 |
| 54. | Work Plan for the Consideration of Incorporating International Financial Reporting Standards Into the Financial Reporting System for U.S. Issuers, Final Staff Report, July 13, 2012, Office of the Chief Accountant, United States SEC / Submitted by John W. White | 405 |
| 55. | Outline of Recent SEC Enforcement Actions Recent Highlights Through July 31, 2011 / Submitted by Robert S. Khuzami, Amy Luo, Lauren Dies, Miles Greaves | 547 |
| 56. | Recent Developments in the SEC Cooperation Initiative / Dixie L. Johnson, Carmen J. Lawrence, Jonathan A. Forman, Jessica P. Neiterman, Brenna C. Terry, Sonya Tien | 759 |
| 57. | Recent Developments in SEC Enforcement and Internal Investigations / Collen P. Mahoney, Charles F. Walker, Erich T. Schwartz, Louis D. Greenstein, Andrew M. Lawrence | 779 |
| 58. | Juggling Criminal, Civil and Multinational Investigations / Bruce E. Yannett, Erich O. Grosz | 851 |
| 59. | Whistleblower Hypothetical / Robert H. Mundheim | 879 |
| 60. | U.S. v. Quest Diagnostics Inc., 2011 WL 1330542 (S.D.N.Y. Apr. 5, 2011) / Submitted by Linda Chatman Thomsen | 885 |
| 61. | Public Statement by SEC Official: Letter Regarding Washington State Bar Association's Proposed Opinion on the Effect of the SEC's Attorney Conduct Rules, by Giovanni P. Prezioso, General Counsel, U.S. Securities and Exchange Commission, July 23, 2003 / Submitted by Linda Chatman Thomsen | 901 |
| 62. | The Supreme Court Will Address Whether Plaintiffs Must Establish Materiality to Obtain Class Certification Under the Fraud on the Market Theory / Bruce D. Angiolillo | 909 |
| 63. | A Review of Decisions Applying the Supreme Court's Ruling in Janus Capital Group, Inc. v. First Derivative Traders / Bruce D. Angiolillo | 919 |
| 64. | Widener Law, the Institute of Delaware Corporate & Business Law, On Line Symposium: Default Fiduciary Duties in LLCs and LPs / Submitted by Lawrence A. Hamermesh | 947 |
| 65. | Arbitration in the Delaware Court of Chancery, Insights: The Corporate & Securities Law Advisor, Volume 25, Number 7, July 2011 / Gregory P. Williams, Gregory V. Varallo, Jillian Remming, A. Jacob Werrett | 1001 |
| 66. | Delaware Coalition for Open Government v. Strine, Civil Action No. 1:11 1015 (D. Del. Aug. 30, 2012 / Submitted by Gregory V. Varallo | 1011 |
| 67. | Some Thoughts for Board of Directors in 2012 / Martin Lipton, Steven A. Rosenblum, Karessa L. Cain | 1043 |
| 68. | Social Issues in Selected Recent Mergers and Acquisitions Transactions 2004-2012 Supplement / Robert E. Spatt, Ariana S. Cooper | 1059 |
| 69. | Selected Legal Issues Relating to the Selection and Implementation of Differing Forms of Consideration in M&A Transactions / Robert E. Spatt | 1137 |
| 70. | The Four Ring Circus Round Sixteen; A Further Updated View of the Mating Dance Among Announced Merger Partners and An Unsolicited Second or Third Bidder / Robert E. Spatt, Peter Martelli | 1187 |
| 71. | Simpson Thacher Memorandum: Delaware Chancery Court Reaffirms Poison Pill and "Just Say No" Defense in Airgas Takeover Battle / Submitted by Robert E. Spatt | 1277 |
| 72. | Simpson Thacher Memorandum: Delaware Chancery Court Addresses Revlon Applicability in Cash/Stock Transactions / Submitted by Robert E. Spatt | 1285 |
