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Securities Regulation
Prof. Jeffrey Lipshaw, Prof. Joseph Franco,
3 credits day; 3 credits evening. Professor Franco's section of the course is designed to give
students a broad survey and introduce students to two central concepts: prevention of fraud and
the regulation of capital raising activities. The teaching style is primarily lecture-based with class
participation strongly encouraged. Grading will be based on a two-part final exam (a take-home
essay and an exam period multiple-choice test). Class participation is not graded and there is one
mandatory ungraded exercise involving the internet and securities filings. The course does not
address broker-dealer regulation, proxy regulation, international securities offerings, or tender
offer regulation. When feasible, a guest speaker will typically lecture on an actual securities
offering and the role of lawyers in that process. Professor Lipshaw: This section of securities
regulation largely focuses on the practical business and legal issues faced by a transactional
securities lawyer. The teaching style is lecture combined with interactive role play in a number
of the units, as students think through securities law issues from the standpoint of offering
participants - issuers, underwriters, dealers, analysts, and investors. There is a three-hour exam,
generally one-third of which is multiple choice. Class participation is not graded. Presently, the
course covers background and theory on securities markets and the need for regulation; the
concept of "materiality;" the concept of a "security"' the public offering process, civil liability
provision, exempt offerings, and control person and secondary offerings under the Securities Act
of 1933; and securities fraud and insider trading litigation under the Securities Exchange Act of
1934. We generally do not cover, for lack of time, the public reporting provisions or the proxy
solicitation process under the 1934 Act. Though we do cover securities litigation issues, the
focus here is more on business counseling and transactions.
This course provides an introduction to the federal securities laws, with particular attention
focused on the registration, disclosure and liability provisions of the Securities Act of 1933 and
the anti-fraud and the private securities litigation provisions of the Securities Exchange Act of
1934. The role of the Securities and Exchange Commission in administering and enforcing the
federal securities laws is emphasized in the course. The course also provides an introduction to
securities markets and the different roles and business motivation of issuers, investors and
securities market participants.
Prerequisite: Corporations
Elective Course
Meets Financial Services Concentration Requirements
Final Exam Required