This course offers an in-depth study of the federal regulatory framework governing securities in the United States, focusing on the core statutes administered by the Securities and Exchange Commission (SEC), particularly the Securities Act of 1933 and the Securities Exchange Act of 1934. The course explores the law’s dual goals of investor protection and capital formation, and it examines how securities law addresses information asymmetries, fraud, market manipulation, and systemic risk.
Key topics include the definition of a “security,” registration requirements, exemptions from registration, disclosure obligations of public companies, insider trading, fraud liability, Rule 10b-5, proxy regulation, and the structure of public and private offerings. The course also addresses the roles of gatekeepers—such as lawyers, underwriters, and auditors—as well as the evolving regulatory response to modern financial innovation, crypto-assets, and market disruptions.
Course Objectives:
By the end of this course, students will be able to:
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Interpret and apply the core provisions of the 1933 and 1934 Acts and relevant SEC rules.
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Analyze the registration and exemption framework for securities offerings.
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Understand the ongoing disclosure requirements for public companies and their impact on markets.
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Evaluate the scope and limits of antifraud provisions, especially Rule 10b-5.
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Identify insider trading violations and defenses under statutory and case law frameworks.
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Critically assess the evolving regulatory challenges posed by new financial products, technology, and global market integration.
