Welcome to Securities Regulation

Welcome to Securities Regulation! Designed for 2Ls and 3Ls, this course features five chapters of lesson videos, plus both lesson and chapter practice questions.

The first chapter offers the necessary framework to start your journey into securities regulation. It covers capital markets and the efficient capital markets hypothesis. It explains the different federal securities statutes and the agency charged with enforcing federal securities laws, the Securities and Exchange Commission, or SEC. We define foundational terms, such as the meaning of a security; summarize some of the doctrinal tests for determining whether an instrument is a security; and introduce the meaning of materiality, which is a core concept for disclosure-based securities regulation.

In the second chapter, we’ll expand on the core concepts covered in the previous chapter and learn about public and exempt securities offerings. Here, we’ll cover issuers that offer securities to the public and the underwriters who help them. In addition, we’ll learn about the requirements to register securities before they are offered to the public and the restrictions on issuers and underwriters during three major time periods. Further, we’ll learn about the types of securities and securities transactions that are exempt from registration requirements.

The third chapter is a group of lessons covering disclosure, voting, and tender offers. Here, we'll learn about the continuing disclosure obligations of companies that have publicly listed securities; explain shareholder voting rights in, and proxy regulations applicable to, public companies; and cover federal regulations for tender offers.

In the fourth chapter, we’ll go over capital markets regulations. Here, we'll introduce ourselves to the national market system, including the regulation of national securities exchanges and other alternative trading systems. We’ll also learn about the role that broker-dealers play in facilitating securities transactions between buyers and sellers, the role of investment advisers in the capital markets, and the role of investment companies as securities issuers.

Finally, the fifth chapter covers securities fraud and securities enforcement. Here, we’ll cover Rule 10b-5, which is the linchpin of federal anti-securities fraud enforcement, insider trading, and private rights of action. Additionally, we’ll learn about the heightened procedural requirements for private securities litigation; primary and secondary liability for securities violations; and public enforcement of securities violations, where violators and their employers may be subject to civil or even criminal actions by the SEC and Justice Department.

If you watch all the lesson videos and work through all the practice questions, you'll gain a deeper understanding of one of the more challenging areas of the law that is securities regulation. Let's get started.