Securities Regulation

Catalog description

This course is recommended for students interested in business law practice, both transactional and litigation-oriented. It will cover issues related to financing business through the offering of securities. This course will examine federal regulation of the issuance, distribution, and trading of securities under the Securities Act of 1933 and the Securities Exchange Act of 1934. Topics will include: the purpose and scope of the federal securities law; the role of the Securities and Exchange Commission; the concept of materiality; the underwriting process; disclosure in the registration statement and prospectus for public offerings; managed disclosure rules during public offerings; exemptions from registration; private placements of securities; periodic reporting requirements for public companies; the proxy rules; civil and criminal liability under the anti-fraud rules; and the prohibition on insider trading; It will include a discussion on the causes of the U.S. financial crisis of 2008 and reform of the U.S. financial system through the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010.