Ponzi Schemes and Insider Trading. Bernie Madoff and Martha Stewart. The Wolf of Wall Street and Billions. Friends and Family Loans on 6-Unit Rehabs. What do all of these things have in common? They all involve “Securities.”
If securities are involved, the federal and state securities laws are almost always implicated. This course will seek to demystify this important yet often misunderstood area of law. We will focus on the two core federal statutes—-the Securities Act of 1933, and the Securities Exchange Act of 1934—-and also cover key aspects of Oregon and Washington law. We will study the definition of a security; the “registration framework;” the primary exemptions from registration, particularly “private placements;” the rigorous disclosure-driven process of IPOs and the ongoing reporting obligations of “public companies;” the law of securities fraud and its liabilities; insider trading; the enforcement of the securities laws by the Securities and Exchange Commission (“SEC”) and the Department of Justice; and the obligations of lawyers as “gatekeepers” to prevent and detect fraud; in particular detail, issues surrounding the retail delivery of investment products and services, including “broker-dealer” and “investment adviser” regulation.
As the entire law of insider trading emanates from breaches of corporate insiders’ obligations, this aspect of the course will build on BA I’s discussion of such duties and amplify BA II’s insider trading segments to more fully understand this perennially important area of government enforcement. The course will integrate various themes developed in Business Law: Lawyering and Ethics, including whether “good compliance is good (profitable) business.”
Although the course will not require essays, the critical importance of cogent and compelling writing—-including an understanding of the meaning of particular words and phrases—-will be emphasized and examined throughout. And, though Securities Regulation is not a lawyering class per se, the skill sets which support excellent lawyering, including effective communication, will be kept firmly in mind and referenced in class discussion.
Specific learning outcomes will include a firm grounding in and understanding of the overarching framework of securities regulation, and its core doctrinal elements, consistent with a 2-unit course; a particularly deep understanding of issues and problems associated with retail investment fraud; improvement in applicable lawyering skills, particularly those implicated in lawyers’ roles in achieving full and fair disclosure by their clients.