Course Number: 6840
Professor: Elaine A. Welle
Credit Hours & Type of Credit: 3
Semester Offered: Spring
Prerequisites: Students must have completed their first year of law school.
Recommended Courses: Business Organizations is strongly recommended, but not a prerequisite. If you are planning to take Business Organizations, please consider taking Business Organizations before you take Securities Regulation but it is not required.
Course Overview: The Securities Regulation course addresses the potential liabilities associated with the offer, sale, and purchase of securities. The course provides a forum to study federal and state securities laws and the businesses, industries and individuals they govern. The course focuses on regulation of the distribution process and trading in securities. The course examines the responsibilities and liabilities of companies and various persons involved in the private and public offering of securities. The role of lawyers in the process, including both practical and creative lawyering, will also be considered. The objective of the course is to treat the subject in a comprehensive, understandable and yet intellectually challenging manner, seeking to address both theoretical concerns and practical considerations.
The laws governing these transactions are set forth in the Securities Act of 1933, the Securities Exchange Act of 1934, the SEC rules and regulations promulgated pursuant to these acts and the state securities laws. Topics to be covered include definitional issues, exemptions from registration for private offerings, the registration process, disclosure obligations, reporting requirements, insider trading liability, proxy solicitation issues and remedies and liabilities under both federal and state securities laws.
Course Materials: See the current Book List located under Courses and Curriculum.
Course Format: It is anticipated that a problem approach will be used in this course to reinforce understanding of the legal doctrines and to emphasize the practical effects of securities regulations. The course is intended to address issues relevant to those students who wish to practice transactional law, as well as those students who anticipate a career in commercial litigation or as a general practitioner.
Written Assignments: You may be asked to complete one or more graded take-home projects. The instructor also reserves the right to request students to hand in answers to homework problems or other assignments on a periodic basis.
Type of Exam: A final exam is scheduled. A mid-term exam may be scheduled as well. Exams may include a combination of multiple choice questions and essay questions.
Basis for Grading Student Performance: Grades will be based on a student’s performance on exams, any take-home projects and homework assignments. I also view class participation and attendance as extremely important. Points will be added to or subtracted from a student’s final grade based on attendance and the quality of participation.
Other Comments: Both second year and third year students are welcome to enroll. While Business Organizations is recommended, it is not required. Those students who have not taken Business Organizations will not be at a disadvantage.