Welcome to Lawshelf’s video-course on Securities Regulation. In this course, we’ll focus on the many ways in which state and federal laws regulate how securities are introduced to the public, how they are traded and the representations that can be made in the process of buying and selling them.
This is an intermediate level course and it’s recommended that viewers first watch the LawShelf course on Business Organizations so that they are familiar with structures of the businesses that securities represent.
The “overview” module 1 looks at the roles in the generation and trading of securities, including those of the investors, brokers, issues, underwriters and corporate directors and officers. It also looks at the major pieces of legislation that affect securities, from the SEC Acts of 1933 and 1934 to more recent legislation like Sarbanes-Oxley and Dodd-Frank. We’ll also look at the network of federal agencies that enforce securities laws and regulations.
Module 2 defines the term “security” and explains what instruments are regulated by securities laws. We’ll define stocks, bonds and other equities and look at their characteristics. We’ll also look at “borderline” securities like investment contracts and promissory notes and determine when they are considered securities.
Module 3 focuses on public and non-public offerings. Public offerings are made through the heavily regulated “IPO” process, subject to underwriting, registration and myriads of SEC requirements, mostly relating to disclosures. We’ll also look at other types of offerings, such as crowdfunding, governmental securities and offerings that are entirely contained within a single state.
In Modules 4 and 5, we’ll look at securities fraud. We’ll focus on the regulatory backdrop of this highly regulated set of crimes and causes of action, including discussion of states of mind in the securities fraud context and the other elements of materiality and reliance. We’ll focus both on criminal and civil consequences of securities fraud.
We’ll next turn to Rule 10-b-5, the SEC Act law that makes crimes of securities fraud. We’ll then segue to Module 5, in which we’ll focus on a particular type of securities fraud: insider trading. We’ll focus on the people who are subject to insider trading laws, elements of the crime and civil and criminal penalties for insider trading.
This course should give you a comprehensive understanding of how the government regulates securities and securities trading and the many areas of compliance for all those involved in the world of securities.
Best of luck and we welcome your feedback.