Course Details

Securities Regulation

This course examines the regulation of the distribution of securities under the U.S. Securities Act of 1933 and the reporting and disclosure requirements under the Securities Exchange Act of 1934. These subjects include an examination of the operation of the Securities and Exchange Commission, the definition of "security," securities law disclosure requirements, the registration of securities for public sale, the exemptions from the registration requirements of the 1933 Act, reporting by public companies, the federal proxy rules, and a review of the anti-fraud provisions of the 1933 and 1934 Acts, including Section 11 and Rule 10b-5. It also examines the Sarbanes-Oxley Act of 2002, with particular emphasis on the responsibilities of corporate boards of directors and lawyers, selected sections of the Dodd-Frank Act of 2010 that intersect with the core material described above and the JOBS Act of 2012. The course does not include an in depth treatment of the business structure and negotiation of securities transactions. The focus, rather, is on the fundamentals of securities regulation that underlie securities transactions. Registration Requirements: There are no prerequisites for this Securities Regulation course. It is intended to follow the course in Business Associations or Corporations (KSM), but may be taken concurrently with either of those courses. Many students will want to follow this course with the course Securities Law Civil Liability and Enforcement, which provides detailed coverage of federal securities law anti-fraud regulation, class actions, and enforcement of the federal securities laws by the Securities and Exchange Commission. This section is NOT an open elective. Teaching Method: Lecture Problem sets Class participation Evaluation Method: Exam, final Class participation Class Materials (Required): Cox et al., Securities Regulation, 7th edition, 978-1-4548-2501-2; Cox et al. Securities Regulation 2014 Case Supplement, 978-1-4548-2786-3; and Cox et al., 2014 Securities Regulation Selected Statutes, Rules and Forms, 978-1-4548-4060-2. Some additional material will be made available on Blackboard.

Catalog Number: BUSCOM 620
Practice Areas: Business, Corporate,Trans Area
Additional Course Information: Required for Business Concentrion

Course History


Fall 2014
Title: Securities Regulation
Faculty: Horwich, Allan (courses | profile)
Section: 1     Credits: 4.0
Capacity: 65     Actual: 48


Spring 2014
Title: Securities Regulation
Faculty: Horwich, Allan (courses | profile)
Section: 1     Credits: 4.0
Capacity: 65     Actual: 51


Spring 2014
Title: Securities Regulation
Faculty: O'Hara, Kevin J P
Section: 2     Credits: 4.0
Capacity: 65     Actual: 40


Fall 2013
Title: Securities Regulation
Faculty: Horwich, Allan (courses | profile)
Section: 1     Credits: 4.0
Capacity: 65     Actual: 56


Spring 2013
Title: Securities Regulation
Faculty: Horwich, Allan (courses | profile)
Section: 1     Credits: 4.0
Capacity: 65     Actual: 37


Spring 2013
Title: Securities Regulation
Faculty: O'Hara, Kevin J P
Section: 2     Credits: 4.0
Capacity: 65     Actual: 51


Fall 2012
Title: Securities Regulation
Faculty: Horwich, Allan (courses | profile)
Section: 1     Credits: 4.0
Capacity: 59     Actual: 54


Spring 2012
Title: Securities Regulation
Faculty: Horwich, Allan (courses | profile)
Section: 1     Type: Lecture     Credits: 4.0
Capacity: 65     Actual: 38


Spring 2012
Title: Securities Regulation
Section: 2     Type: Lecture     Credits: 4.0
Capacity: 65     Actual: 26


Fall 2011
Title: Securities Regulation
Faculty: Horwich, Allan (courses | profile)
Section: 1     Type: Lecture     Credits: 4.0
Capacity: 59     Actual: 54