This course provides an introduction to the basic elements of the U.S. securities law and regulations. We will also reflect, from time to time, on other areas of U.S. law related to capital markets and corporate governance, and on the securities regulations in other jurisdictions around the globe. This course is designed to familiarize you with not only the fundamentals of U.S. securities law but also the important policy debates that shape the law’s development. Although much of our attention will be paid to mastering cases, statutes, etc., we will also spend some time reflecting on what the goals of securities law are (or should be) and whether the law is meeting those goals. This policy perspective is critical for effective lawyering because (1) it provides a standard intellectual framework that lawyers use routinely to make sense of developments in the law and (2) often clients present issues that require innovative solutions, not just application of settled law, in which cases understanding the principles behind the law will be a necessary condition for success.
Our casebook for this course is the 6th edition of Choi & Pritchard's Securities Regulation: Cases and Analysis. The statutory supplement for the casebook is available here also.
Some additional useful materials and tools include:
The SEC's Edgar database
Bloomberg Law's Edgar database, available through your student license
The Bloomberg terminal in the social sciences section of the first floor of the HBLL is also available
Here's a quick reference guide to securities filing types (you can find others on the internet also)
Matt Levine's Money Stuff daily column is informative and usually a good time (subscribe here)
Daily reading assignments are as follows:
August 26, 2024 | Introduction, C&P pp. 1-20
August 28, 2024 | Introduction, C&P pp. 21-48
September 4, 2024 | Materiality, C&P pp. 49-68, Exchange Act Rules 10b-5 and 12b-20
September 9, 2024 | Materiality, C&P pp. 68-95, Securities Act 3(a)(3) and Exchange Act 3(a)(10)
September 11, 2024 | Definition of "Security," C&P pp. 117-138, Securities Act 2(a)(1)
September 16, 2024 | Definition of "Security," C&P pp. 138-163
September 18, 2024 | Definition of "Security," C&P pp. 163-187
September 23, 2024 | Disclosure and Accuracy, C&P pp. 193-222, Exchange Act 12(a), 12(g), 13(a), 15(d)
September 25, 2024 | Disclosure and Accuracy, C&P pp. 228-245, Exchange Act 13(b), Regulation FD
September 30, 2024 | Rule 10b-5, C&P pp. 247-265, Exchange Act 10(b), Rule 10b-5
October 2, 2024 | Rule 10b-5, C&P pp. 265-278, Exchange Act 21D(a)
October 14, 2024 | Rule 10b-5, C&P pp. 278-298, Exchange Act 21E
October 16, 2024 | Rule 10b-5, C&P pp. 298-313, Exchange Act 21D(b)(1-3), (c)
October 21, 2024 | Rule 10b-5, C&P pp. 313-340
October 23, 2024 |Rule 10b-5, C&P pp. 340-371, Exchange Act 21D(b)(4)
October 28, 2024 | Insider Trading, C&P pp. 401-418, Exchange Act 20(d); Rule 10b-5, 14e-3
October 30, 2024 | Insider Trading, C&P pp. 418-446
November 4, 2024 | Insider Trading, C&P pp. 448-455; Introduction to IPOs, C&P pp. 489-524
November 6, 2024 | Introduction to IPOs, C&P pp. 528-559
November 11, 2024 | Introduction to IPOs, C&P pp. 566-575; Review Session
November 13, 2024 | Exempt Offerings, C&P pp. 669-719
November 25, 2024 | Exempt Offerings, C&P pp. 669-719
December 2, 2024 | Civil Liability Under the Securities Act, C&P pp. 577-612
December 4, 2024 | Civil Liability Under the Securities Act, C&P pp. 577-612
December 6, 2024 (11:00 a.m.) | Review Session
Today's class provides a gentle introduction to securities, the problems arising from their issuance and trading, and the legal and regulatory institutions designed to address those problems.
Slides:
No slides for Class Two
Class notes:
Class recordings:
August 26, 2024: See Media Services recording
Class recordings:
Class notes: Materiality
Class recordings:
Class recordings:
Class recordings:
Supplemental materials:
Class recordings:
Class recordings:
November 6, 2024 (No class due to illness)
Supplemental materials:
Slides: Introduction to IPOs
Class recording: Dec 2, 2024
Class recording: Dec 4, 2024
Class recording: Dec 6, 2024