This course provides an overview of the regulation of securities offerings and trading under the Securities Act of 1933 and the Securities Exchange Act of 1934. The course explores the elaborate disclosure obligations that this country imposes on the distribution and trading of investment securities as well as the role of the Securities Exchange Commission and private plaintiffs in shaping and enforcing these disclosure obligations. Topics to be covered include: public offerings of securities and the registration process under the Securities Act of 1933, exemptions from these registration requirements and the role of exemptions in the financing of private and public firms, and the disclosure obligations of publicly-traded issuers. The course will also examine the role of anti-fraud rules in the issuance and trading of securities.
The casebook required for the class is James D. Cox, Robert W. Hillman and Donald C. Langevoort, Securities Regulation: Cases and Materials (6th edition, 2009, or latest).
Prerequisite: Corporations is a prerequisite for this course, or may be taken concurrently in the spring with Securities Regulation.