Securities Regulation

Discussion of the theory of disclosure, examination of information that is important to investors (`material` in securities lingo), and investments that fall within the definition of a `security` under federal law. Considers, mandatory disclosure by public companies; antifraud statutes (some of which apply only to public companies and some to both public and private companies); Rule 10b-5 (complete with some insider trading law); the law governing public offerings of securities; the exemptions that permit a company to sell securities outside the elaborate registration process that governs public offerings; and the rules governing re-sales. Focuses exclusively on federal law and its variety (statutes, rules and regulations, court rulings, SEC staff bulletins, no action letters, comment letters, etc.). Also considers selected aspects of enforcement of the securities laws by the SEC, the federal criminal authorities, and private lawsuits. Attendance will be both recorded and required.