Securities Regulation (LAW-612-001)
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This course examines key issues under the federal securities laws with respect to the domestic and international offer and sale of securities. We study the public offering process (with an emphasis on initial public offerings), private offerings, secondary market transactions, investment banking and underwriting, the structure and operation of the capital markets, disclosure obligations of public companies, and liabilities and sanctions for securities fraud, market manipulation, and insider trading. Some attention will be given to recent developments and controversies, including the financial crisis of 2008, deregulatory efforts to simplify and expedite the offering process, opaque and secretive trading markets, financial innovation and derivatives, high-frequency trading, recent high-profile IPOs, the dramatic rise in secondary market trading in pre-IPO shares of so-called “unicorns,” and the role of hedge funds and arbitrage in market efficiency and price discovery. A goal of the course is to develop not only an understanding of the regulatory framework that governs the distribution and trading of securities, but also a transactional understanding of the capital raising process. We explore what securities lawyers do in actual practice – whether representing a high-tech company or an investment bank in an initial public offering or a start-up company raising capital in a private placement, representing a party in securities litigation, serving as the general counsel of a publicly traded company, or working at the SEC. An understanding of the securities laws is critical for anyone interested in pursuing a corporate or business practice.
Textbooks and Other Materials
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First Class Readings
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