Virtually any raising of capital implicates the securities laws. The goal of this course, then, is for students to learn the mechanics of public and private offerings of securities, and to understand the reporting and disclosure requirements that issuing securities entails. This course is particularly important for students who expect to work either in business litigation or transactional law.
Topics include public offerings, exempt (i.e., private) offerings, public company regulation and exemption, and, to the extent time permits, secondary market issues such as securities fraud, insider trading, and the regulation of financial intermediaries (such as broker-dealers and investment advisers).
Please be aware that this course makes use of economics and math (this is not an arbitrary imposition: courts deciding securities cases make use of economics and math, such as net present valuation and the Efficient Capital Markets Hypothesis). No prior background, beyond a reasonable high school education, in these areas is required -- concepts will be introduced as needed -- although a willingness to engage economics and math is absolutely necessary.
Textbooks ( * denotes required )
The Law of Securities Regulation(optional)
Hazen
West Law School
ISBN: 9780314187970
Federal Securities Laws: Selected Statutes, Rules and Forms
*
Coffee and Sale
Foundation Press
,
edition: 2015
ISBN: 978-1628100778
Securities Regulation
*
Soderquist and Gabaldon
Foundation Press
,
edition: 8th
ISBN: 978-1609304133
Spindler, James C. 