COURSE DESCRIPTIONS

U.S. Federal Securities Regulation
Prof. Jeffrey Lipshaw
2 credits day; 2 credits evening.

Budapest, Hungary

This course is an overview of United States federal securities regulation. We will begin with a discussion of the nature of the federal securities regulatory policy as disclosure rather than merit based, and the relationship of federal securities regulation to state corporate law (such as Delaware law). We will then explore two key concepts underlying the securities laws: the "materiality" of representations or omissions, and the definition of "security." As to the Securities Act of 1933, which governs primary offering of securities to the public, we will use hypothetical problems as a means of understanding the complex scheme of statutory provisions and administrative regulations that control the offering and sale of securities as well as all information relating to those securities. We will also study the provisions of the '33 Act governing civil liability arising out of primary offerings, as well as exempt, secondary, and control person transactions. We will conclude with a review of the key components of the Securities Exchange Act of 1934, which governs trading in the public markets, anti-fraud litigation, insider trading, and public company reporting obligations. Although the basic rules generally apply equally to foreign issuers registering in the United States, we will touch on some of the key differences.

Method of Examination: Grades will be based on a final take-home examination.

Elective Course

<<Course Updated: July 05, 2011>>

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