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Course Descriptions

Course Descriptions

Securities Regulation (Spring 2019)

Course Description

This class will focus on the two federal securities statutes (Securities Act of 1933 and Securities Exchange Act of 1934) that are generally applicable to companies seeking to sell their securities and to companies that are already public.  We shall emphasize the impact of these statutes on the companies themselves rather than on the various intermediaries in the securities markets (e.g., brokers, exchanges, rating agencies, transfer agents, etc.).  We shall start with the Securities Act of 1933 and the definition of a security for purposes of the statutes, then discuss how companies may sell securities both privately and publicly and review certain of the liability provisions of the Securities Act of 1933.  We’ll then move to a review of certain provisions of the Securities Exchange Act of 1934 dealing primarily with insider trading, shareholder voting, and liability for misstatements and omissions.

Securities regulation is subject to natural evolutionary changes as well as occasional revolutionary changes.  Unlike human evolution and even the evolution of many other areas of the law, these changes occur rapidly and have accelerated over the past several years.  Thus, the law today is unlikely to be the law tomorrow.  Our goal will be to understand the direction and drivers of the evolution to enable an understanding of the law as it evolves. 

Course Details

  • Unit Value: 3
  • Grading Options: Numerical or CR/D/F
  • Schedule: M 5:30 pm - 8:00 pm
  • Room Number: Room 1
  • Exam: In-class exam
  • Writing Requirement: No
  • Skills/Experiential Unit Requirement: no
  • Participation: Requested but not graded
  • Pre-requisites: Business Organizations