In this seminar, legal realism meets securities regulation. Perhaps you have wondered how it could be determined that trading in meme stocks crosses a line? Or when crypto is subject to securities regulation? Or what stock trade might amount to illegal insider trading? The objective of this course is to illuminate such questions by giving students a practical appreciation of both the process through which securities law enforcement decisions are made, and the powerful role they have in shaping securities law. The course has two main components. First, we examine the process of securities enforcement: how cases are investigated, what leads to enforcement action, and the respective roles of government lawyers, defense counsel, the Commission, and the courts. Students will gain an insider’s perspective on how enforcement decisions are made and how they drive the development of substantive securities law. Second, we will explore key areas of securities regulation that are particularly influenced by the enforcement process, including insider trading, financial fraud, market manipulation and foreign corrupt practices. A consistent theme will be the utility and consequences of developing law through ad hoc enforcement decisions. The seminar is taught by a professor with 35 years of securities enforcement experience, including service as a senior SEC enforcement official and as a partner in a global law firm representing clients in major investigations—offering students a unique perspective from both sides of the table.
Schwartz, Erich