Introduction to Regulating U.S. Capital Markets

Welcome

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.

Reading Assignments

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:


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 

Daily Class Detail

August 26 and 28, 2024: Introduction to Capital Markets and Securities Regulation

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: 

Class notes: 

Class recordings: 

September 4 and 9, 2024 | Materiality

Class recordings:

Class notes: Materiality

September 11, 16, and 18, 2024 | The Definition of "Security"

Class recordings:

September 23 and 25, 2024 | Disclosure and Accuracy

Class recordings:

September 30, October 2, 14, 16, 21, and 23, 2024 | Rule 10b-5

Class recordings:

Supplemental materials:

October 28 and 30, November 4, 2024 | Insider Trading

Class recordings:

November 6, 11, 13, and 25, 2024 | Introduction to IPOs

Class recordings:

Supplemental materials:

Slides: Introduction to IPOs

December 2, 2024 | Exempt Offerings

Class recording: Dec 2, 2024

December 4, 2024 | Civil Liability under the Securities Act

Class recording: Dec 4, 2024

December 6, 2024 | Review Session

Class recording: Dec 6, 2024