Securities Regulation Cases and Analysis

This casebook offers a clear and concise introduction to the economics and regulation of securities markets, with a single-minded focus on disclosure and the economics of disclosure. It is concise, easy to read, and student friendly.

The chapters are organized around motivating hypotheticals which illustrate the various issues relating to each chapter’s topic. These hypotheticals make it easier for the students to follow the material. In addition, they are a useful teaching device allowing students to grapple with issues that they are likely to face as corporate lawyers. The supporting materials for the book also provide role-playing and prospectus-drafting exercises to involve students in learning tedious securities materials (i.e., prospectuses).

This casebook attempts to make securities regulation easy to teach and understand. It is shorter and more comprehensible than other casebooks. It is focused on the important principles students will need to understand to be effective corporate lawyers. The book avoids policy debates and instead focuses on understanding the rules as they are. It contains tables and charts to organize complicated material, along with a comprehensive set of PowerPoint slides for presenting the material.

This casebook focuses on the Securities Exchange Act of 1934 first, then the 1933 Act. The Sarbanes-Oxley and Dodd Frank Acts are also covered. The Fourth Edition has been updated to reflect changes made by the Jumpstart Our Business Startups Act (JOBS Act), including public company status and private placements. The Fourth Edition also includes significant recent Rule 10b-5 cases, such as Halliburton II, and insider trading cases (Newman).