Securities Regulation

4 Credit Hours

The focus of this course is on the fundamentals of securities regulation that underlie securities transactions. This course examines the regulation of the distribution of securities under the U.S. Securities Act of 1933 and the reporting and disclosure requirements under the Securities Exchange Act of 1934. These subjects include an examination of the operation of the Securities and Exchange Commission, the definition of "security," securities law disclosure requirements, the registration of securities for public sale, the exemptions from the registration requirements of the 1933 Act, reporting by public companies, the federal proxy rules, and a review of the anti-fraud provisions of the 1933 and 1934 Acts, including Section 11 and Rule 10b-5. It also examines the Sarbanes-Oxley Act of 2002, with particular emphasis on the responsibilities of corporate boards of directors and lawyers, selected sections of the Dodd-Frank Act of 2010 that intersect with the core material described above and the JOBS Act of 2012.