Securities law is increasingly important, not only for transactional lawyers and litigators in private practice, but also for those in government service who directly shape the modern regulatory state. This is not surprising, given that federal securities law is displacing state corporate law as the primary legal influence on how corporations function and is also the focal point for the governance of financial markets and institutions. The two key statutes, the Securities Act of 1933 and the Securities and Exchange Act of 1934, come up in a wide range of contexts. This course looks at, among other things, the elaborate disclosure obligations associated with the distribution of investment securities arising from such statutes and rules adopted by the Securities and Exchange Commission. Topics will include the preparation of disclosure documents, exemptions from disclosure requirements, and the relationship between disclosure obligations and anti-fraud rules. This course will also consider such other matters as how market forces influence corporate governance and the evolution of swaps and other new financial products. No prior business or financial background is required.
Prerequisite: Business Associations, Business Associations (Enriched), or Corporations. This course is closed to students who have taken or are taking the Securities Regulation Workshop.