PART ONE. REGIONS

CHAPTER ONE International Aspects of U.S. Securities Regulation

A. Internationalization of U.S. Securities Markets

B. The Basic Securities Law Framework

1.General Rules

2.Special Rules for Foreign Private Issuers

C. GAAP Reconciliation

1.Daimler-Benz Case

2.International Accounting Standards

D. Opening up U.S. Securities Markets

1.Rule 144A and Private Placements

2. The MJDS Approach

3.The Use of ADRs

E. Issuing Securities Abroad

1. The Regulation S Framework

2.Regulation S Reforms for U.S. Companies Issuing Securities Abroad

3. Directed Selling

4.Regulation S - Rule 144A Offerings

5.Regulation S - A Reform Proposal

CHAPTER TWO Securities in the European Union

A. Securities Markets

1.Disclosure

2.Provision of Services

Appendix

CHAPTER THREE Japanese Securities Markets

A. Japanese Securities Markets to the Early 1990s

B. Foreign Access to Securities Markets in Japan

1.Regulation of Non-Resident Issuers in Japan

2.Foreign Securities Firms in Japan

3.Foreign Securities Firms and the Corporate Bond Market

C. The Japanese Role in Foreign and International Securities Markets

1. The Regulation of Offshore Securities Operations

2. The Financial Services Agreement of 1995 and Cross-Border Capital Flows

D. The Stock Market Crisis and the Government’s Response

E. The Big Bang and Japan’s Securities Market

PART TWO. MARKETS AND INSTRUMENTS

CHAPTER FOUR Eurobonds and Global Securities

A. Eurobonds

1. The Market

2. Emerging Market Issues

3.Euro-Deutschmark Issues

4.Issuing Procedures

B. Global Securities

CHAPTER FIVE Stock Market Competition

A. U.S. Market

1.Overview of the U.S. Market

2. NYSE versus NASDAQ

3. NASDAQ Reforms

4.Circuit Breakers

B. Foreign Markets

C. Worldwide Competition Between Stock Markets

1.Trading Systems

2.Competition in Europe

3.Competition between Europe and the United States

CHAPTER SIX International Asset Securitization

A. Introduction

B. Elements of a Securitized Transaction and the Reasons to Securitize

1.Securitizable Assets

2. The Special Purpose Vehicle

3. The Form of the SPV and the Investor’s Interest in It

4.Bankruptcy Remoteness

5. Accounting Treatment

6.Taxation

7.Credit， Liquidity， and Other Enhancements

8.Investors and the Types of Asset Backed Securities

9.Rating

C. The Development of National ABS Markets

1. The US ABS Market

2. ABS Markets in Europe and Germany

3. ABS Markets in Japan

4. ABS Markets in India

D. Legal Issues for Cross-Border ABS

E. Proposed Capital Adequacy Rules for ABS

CHAPTER SEVEN Offshore Mutual Funds

A.United States Regulatory Barriers to Offshore Mutual Funds

1. The Investment Company Act of 1940

2.The Investment Advisers Act of 1940

B. Tax Considerations

PART THREE.INFRASTRUCTURE

CHAPTER EIGHT Capital Adequacy for Securities Operations

A.Risks Associated With Securities Operations

B. Capital Adequacy and Position Risk

1.Position Risk and the Building Block Approach

2. The Comprehensive Approach to Position Risk： The U.S

3. A Comparison of the Building Block and Comprehensive Approaches to the Portfolio Approach

4.Internal Models-Based Regulation of Capital

C.Other Risks and Capital for Non-Credit Risks

1.Other Securities Risks Addressed by Capital Adequacy Rules

2.The Definition of Capital for Non-Credit Risk

D.The Search for a Common Treatment of Banks， Their Affiliates， and Unaffiliated Securities Companies

E.Overall Evaluation of the Market Risk Capital Adequacy Rules

CEAPTER NINE Clearance and Settlement

A.The Basic Elements

1.Overview

2.Risks of Clearance and Settlement

B.Group of Thirty Proposals

1. The United States

2. The United Kingdom

C.International Dimensions

1.ICSDs

2.Settlement for Global Bonds

3.Rights in Dematerialized Securities

4.Future Arrangements

INTERNATIONAL FINANCE GLOSSARY

INDEX