Securities_regulation__syllabus_+2019+-+revised+(1).docx

SECURITIES REGULATION 2019 Prof. Elizabeth Goldman Class #

Text

Statutes and Rules

Introduction

1

1-16

Introduction

2

20-45

Materiality

3

47-57

Exchange Act1 Rules 10b-5, 12b-20

Materiality

4

57-76

Regulation S-K Item 303(a)

Materiality

5

76-94

Regulation S-K Item 103, Regulation S-K Items 401, 403, 404, 406

Subject

OBJECTIVES FOR THIS SECTION: After completing the coursework on “materiality”, you should have understanding of what you must consider in determining whether certain information is “material” as that term applies under the Federal Securities Laws.

Definition of “Security”

6

95-115

Definition of “Security”

7

115-122; 125142

Definition of “Security”

8

142-160

Securities Act § 2(a)(1)

Securities Act § 3(a)(3); Exchange Act § 3(a)(10) OBJECTIVES FOR THIS SECTION: After completing the coursework addressing the question of what constitutes a “security”, you should be able to: 1) find the applicable statutes that govern this question under both the Securities Act and the Exchange Act; 2) have an understanding as to whether to employ a particular test, and if so, be able to determine which test you should employ to determine whether a particular transaction or set of transactions falls within the purview of the Federal Securities Laws.

Disclosure & Accuracy

9

161-182

Exchange Act §§ 12(a), 12(g), 13(a), 15(d); Forms 8-K, 10-K; Rule 12g-1, 12h-6, 13a-14; Regulation S-K Item 303(a)

The Syllabus refers to the “The Securities Act”, in Reference to the Securities Act of 1933, and the “Exchange Act”, in reference the Securities and Exchange Act of 1934. Many people also refer to these Acts (and you will hear me doing so in class) as the 33’ Act and the 34’ Act, respectively. 1

Disclosure & Accuracy

10

182-196

Exchange Act § 13(b); Exchange Act Rule 13a-1; SarbanesOxley Act § 304; Regulation FD OBJECTIVES FOR THIS SECTION: After completing these readings, you should have a good understanding of the general requirements for disclosure for public and non-public companies and where to find those requirements within the applicable statutory scheme. You should also now have a better understanding about how to employ your knowledge about “materiality” in the context of disclosure requirements and the level of accuracy required in meeting those requirements.

Rule 10b-5

11

197-215

Exchange Act § 10(b); Rule 10b-5

Rule 10b-5

12

227-246

Exchange Act § 21E; Regulation S-K Item 303(a)

Rule 10b-5

13

246-265

Exchange Act § 21D(b)(1-3) , (c)

Rule 10b-5

14

265-289

Exchange Act § 21D(b)(4)

Rule 10b-5

15

289-311

Exchange Act §§ 20(a),(e)

Rule 10b-5

16

311-327

Exchange Act §§ 21D(e), 27, 28(a)

Insider Trading

17

329-343

Exchange Act § 20(d)

Insider Trading

18

344351(replace 351-361 with Salman v. US in CANVAS under “Files” Insider Trading)

Exchange Act Rule 10b5-1

Insider Trading

19

362-391

Exchange Act §§ 14(e), 20A; 21A; Rule 10b5-2; 14e-3, Rule 16

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OBJECTIVES FOR THIS SECTION: After completing the coursework on Rule 10b-5 and Insider Trading, you should have an understanding as to how these rules impact decision making, disclosure and liability for certain actions taken by insiders and other relevant market participants. You should also now have a better sense as to how disclosure, accuracy and materiality affect the application and implication of these rules.

Public Offerings

20

393-423

Securities Act §§ 2(a)(3), (10), (11); 5; 10; Rules 135, 163A, 168, 169, 405; Form S-3 Gen. Inst. I

Public Offerings

21

423-435

Securities Act §§ 2(a)(3), (10), (11); 5; 10(b); Rules 134, 164, 430, 433

Public Offerings

22

435-449

Securities Act §§ 2(a)(3), (10); 4(a)(1), (3), (4); 8; 10(a); Rules 137, 138, 139, 172, 173,174, 424, 430, 430A, 434; Regulation S-K Item 512(i); Exchange Act Rule 15c2-8

Public Offerings

23

448-458

Securities Act §§ 8(d), 10(a)(3); Regulation M; Regulation S-K Item 512(a)

Public Offerings

24

458-466

Securities Act Rules 158, 413, 415, 424(b), 430B OBJECTIVES FOR THIS SECTION: After completing the coursework for this section on Public Offerings, you should have an understanding of the principal statutes and rules governing Public Offerings, have an understanding of what is required in terms of disclosure in the context of the Public Offering Requirements, and should be able to identify what is material in the context of the Offering Rules. You should also: 1) have some familiarity with SEC Form S-1; 2) be able to find an S-1 for any company through EDGAR, the SEC’s on-line filing system, and 3) be able to find relevant information for any category of information specified in the S-1.

Securities Act Liability

25

467-490

Securities Act §§ 6(a), 11, 15

Securities Act Liability

26

490-512

Securities Act § 11(f),13

Securities Act Liability

27

522-543

Securities Act §§ 2(a)(3), (10), (11), 10, 12(a)(1), (2), 13; Rules 159, 159A OBJECTIVES FOR THIS SECTION: After completing the coursework on Securities Act Liability, you should be able to determine what elements must be proven in order to maintain a private action under Section 11 or Section 12 of the Securities Act, who has standing to sue and who may be liable. You should also have an understanding of how these laws intersect with the Public Offering rules that you’ve learned as well as laws and rules governing offering liability under the Exchange Act.

Exempt Offerings

28

549-559

Securities Act § 4(a)(2)

Exempt Offerings

29

Replace Entire Reading with Reg D readings posted in “Files” in Canvas

Securities Act Rules 135c, 152, 155; Regulation D: Rules 500, 501 (a), (e), (f), (h), (i), 502, 504, 506, 507, 508

Secondary Distributions

30

641-657

Securities Act §§ 2(a)(3), (11), (12); 4(a)(1), (3), (4); 5

Secondary Distributions

31

658-669

Securities Act §§ 2(a)(11), 4(a)(1), (2), (3), (4); Rule 144, 405

Secondary Distributions

32

669-676

Securities Act Rule 144A OBJECTIVES FOR THIS SECTION: After completing the coursework on Exempt Offerings and Secondary Markets, you should have an understanding of the applicable rules that govern certain types of transactions and or offerings that are exempt from registration under the Federal Securities Laws. You should have a basic understanding of Secondary Markets, and you should understand the economic and legal implications of operating in the secondary securities market on exchanges, or in private securities transactions. You should also have an understanding of the economic and legal implications of issuing “Exempt” securities, and be able to determine whether a particular offering or transaction meets the exemption requirements addressed in the course.

Gatekeepers

33

725-739

Exchange Act §§ 4C, 10A

Gatekeepers

34

739-756

Exchange Act §§ 15E, 21D(b)(2); SEC Rules of Practice 102(e), 205

Gatekeepers

35

756-763

Exchange Act § 21F; Rules 21F-1-17; 18 U.S.C. § 1514A OBJECTIVES FOR THIS SECTION: After completing the coursework on “Gatekeepers”, you should know the rules that govern underwriting activity in Initial Public Offerings and Shelf Offerings and be able to apply them in context. You should understand the rules governing outside director responsibilities as they pertain to a company’s compliance with the federal securities laws. You should also understand the application of Rule 102(e) and Section 4’s application to the conduct of outside auditors and attorneys “practicing before the Commission.”