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Law Courses Catalog

Securities Regulation

A survey of the legal framework for securities offerings under the Securities Act of 1933. Topics covered include: 1) definitions and regulations of “offers” and “sales” of “securities”, 2) the distinctions between public and private offerings, including the need to register public offerings (and how that is done) and basic exemptions from registration, 3) the different types of issuers recognized under the Securities Act for public offerings and how issuer status plays out under the Securities Act, 4) publicity restrictions and information practices, including free writing prospectuses, 5) road shows, both live and electronic, 6) use of the Internet and electronic dissemination of information, and 7) liability provisions and remedies under the Securities Act and under the Securities Exchange Act of 1934. We will also cover the rules applicable to insider trading, the relationship between public and private offerings, including private offerings turned into public offerings; public offerings turned into private offerings; parallel offerings; the doctrines of “general solicitation” and “integration”; Rule 152 and the Black Box no-action letters; and Rule 155.