Securities Regulation

This course provides an overview of the federal securities laws and focuses primarily on the Securities Act of 1933. Topics include the definition of a security; underwriting and the registration process for public offerings; transactional exemptions such as private placements; secondary distributions; and civil and criminal enforcement as well as private rights of action for Securities Act violations. Transactional problems are used to explore the statutory provisions, SEC rules and regulations, federal court cases, and other sources of securities law (or lore ) referenced in the assigned reading. Students are expected to work through specified problems in advance of class and to come prepared to discuss their answers/solutions. The transactions we cover run the gamut from start-up businesses seeking to raise capital from family and friends, to initial public offerings (IPOs), to new issues of securities by some of the world s largest public companies. Grading will be based on a final exam, as well as preparation for and participation in class.

Co-requisite or pre-requisite: Corporations (B653). This course can be taken in the second or third year.