Securities Regulation

Securities Regulation - Professor Darlene Pasieczny

• Course Number: LAW-422
• Course Type: Foundational
• Credits: 3
• Enrollment Limit: Determined by the Registrar
• Description: This course will introduce students to the complex frameworks of federal and state securities regulation, with the primary focus on core elements of the Securities Act of 1933 and Securities Exchange Act of 1934. The course will begin with an examination of what is a security, as a threshold consideration of when the securities laws apply. The discussion will touch on non-traditional investments, including when cryptocurrency may be considered to be a security. We will then cover the process of offering securities both publicly and privately, including disclosure and registration requirements, exempt transactions and securities, and intrastate offerings. We will also discuss conduct prohibited in connection with the purchase and sale of securities, including insider trading. We will also spend some time on the overlap of state securities regulation and examine the state’s role in protecting investors.

Securities law issues come up in a variety of legal practice areas, whether you are a transactional or litigation attorney, civil or criminal, working in a firm’s compliance department, or for a state or federal regulator. They also come up in our daily lives. You may have been approached with a private “investment opportunity,” or engage a stockbroker or registered investment adviser to help manage a brokerage account or 401(k) portfolio. In addition to the doctrinal elements of securities regulation, this course aims to help issue spotting and appreciation of the laws that try to balance investor protection, market integrity, and capital formation.

• Prerequisite: Business Associations I or II is strongly encouraged
• Evaluation Method: Final written exam
• Capstone: no
• WIE: no