The focus of this course will be the regulation of capital formation under the Securities Act of 1933 and the disclosure provisions of the Securities Exchange Act of 1934, including a comparison of anti-fraud provisions in various federal statues as they reflect the federal regulation of corporate transactions. This is a statutory course that emphasizes the wording of the law, the regulations promulgated by the Securities and Exchange Commission, and court interpretations of both.
Case law is less important than in most traditional law school courses.
An additional focus is the inter-relationship of the two primary federal securities statues and the SEC's attempt to integrate securities regulations into a coherent regulatory system. A set of problems will be the focus of a significant part of class discussion. Regular attendance and preparation are expected. The grade for the course will be determined by exam with both objective and essay components.