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Course Descriptions

Course Descriptions

Securities Regulation (Spring 2017)

  • Course Number: LAW-749
  • Class Number: 03448
  • Instructor: Thomas Zaccaro

Course Description

The securities laws govern the ways in which a company may raise capital and impose obligations on a company once it has raised capital from the public or is widely traded in the securities markets.  This course examines the regulation of the offer and sale of securities under the Securities Act of 1933 and the reporting requirements under the Securities Exchange Act of 1934.  Topics to be covered include: the registration of securities for public sale under the Securities Act; the exemptions from such registration requirement; the periodic reporting requirements and the regulation of proxy solicitations and tender offers under the Exchange Act; the anti-fraud provisions of the Securities Act and the Exchange Act, including Rule 10b-5; public and private enforcement of the Securities Act and the Exchange Act; and the operation of the Securities and Exchange Commission.  The course also examines the Sarbanes-Oxley Act of 2002 and the Dodd-Frank Wall Street Reform and Consumer Protection Act, with particular emphasis on the responsibilities of corporate directors and lawyers, and current developments in corporate governance.

The aim of this course is to provide a basic working knowledge of the federal securities laws to students intending to pursue a career in corporate finance, or securities litigation and enforcement, whether in a law firm, securities firm or regulatory agency. It also will be of interest to those interested in the development of the modern regulatory state, as exemplified by the continuing evolution of the rules and regulations of the Securities and Exchange Commission.

The course is best suited for students who have already taken Business Organizations; however, those intending to take Business Organizations concurrently may also enroll.  If neither is the case, please speak with the instructor during the first week of class.

Course Details

  • Unit Value: 3
  • Grading Options: Numerical or CR/D/F
  • Schedule: M 6:00 pm - 8:40 pm
  • Room Number: Room 3
  • Exam: In-class exam
  • Writing Requirement: No
  • Skills Requirement: No
  • Pre-requisites: The course is best suited for students who have already taken Business Organizations; however, those intending to take Business Organizations concurrently may also enroll. If neither is the case, please speak with the instructor during the first week of class.