This course offers an introduction to the two most important federal securities laws: the Securities Act of 1933 and the Securities Exchange Act of 1934. The course explores the elaborate disclosure obligations these statutes impose on the distribution and trading of investment securities. Topics to be covered include the preparation of disclosure documents, exemptions from disclosure requirements, the relationship between disclosure obligations and anti-fraud rules, the duties of participants in securities transactions, and the applicability of federal securities laws to transnational transactions. The course will also explore the public and private enforcement of securities laws in the United States.
Most students find it helpful to have completed or to take concurrently a course in Corporations before taking Securities Regulation.