Examples & Explanations

Securities Regulation is said to be among the toughest courses in law and business schools. This is not surprising: its vocabulary is arcane and clubbish, its guiding principles are nuanced and contradictory, its structure is convoluted and layered. Like an M.C. Escher print, the subject flashes back and forth between the esoteric and the prosaic.

Student-friendly and engaging, this best-selling text--also used by Wall Street lawyers and SEC staffers as a reference book--offers an overview of federal (and state) securities regulation and illustrates the topic with practical applications.

Examples & Explanations: Securities Regulation, Ninth Edition combines clear textual synthesis followed by examples and explanations that invite students to test their understanding by applying the law to fact patterns--many drawn from actual stories in the securities markets.

New to the Ninth Edition:

• End-of-chapter overviews that identify and describe the essential points of each chapter - using multiple-choice questions and short answers
• Updates on U.S. capital formation in public and private securities markets, with a focus on trends in IPOs, going-private transactions, and private placements
• Updated materials on the SEC's approach to crypto-currencies (including digital coin offerings) under the federal securities law
• Trends in the use of Reg D, Reg A+, and Reg CF over the past several years, given recent amendments to these registration exemptions under the Securities Act of 1933
• Recent decisions by the U.S. Supreme Court:
  • The actionability of omissions under Rule 10b-5(b) only if disclosed information is rendered misleading -Macquarie Infrastructure Corp. v. Moab Partners, L.P. (2024)
  • The right to a jury trial (and thus a judicial forum) in SEC enforcement actions seeking civil penalties -SEC v. Jarkesy (2024)
  • The tracing requirement for Section 11 suits under the Securities Act of 1933 -Slack Technologies, LLC v. Pirani (2023)
  • The burden on the defendant in a securities fraud class action to prove lack of price impact - Goldman Sachs Group Inc. v. Arkansas Teacher Retirement System (2021)
  • The requirement in an SEC action seeking disgorgement that the award not exceed the wrongdoer's net profits and be used to compensate victims - Liu v. SEC (2020)
• Extensive discussion of sustainability disclosure arising from the SEC's climate change rule, disclosure approaches outside the United States, and pressure from institutional investors

Professors and students will benefit from:

• Updated charts on:
  • Stock ownership in the United States
  • US capital formation through public and private offerings
  • Actual use of the various SEC registration exemptions
• Tables that describe:
  • Corporate governance rules applicable to public companies under federal securities laws
  • Business interests that qualify (and do not qualify) as securities
  • Climate change disclosure standards adopted (and not adopted) by the SEC
  • Marketing activities permitted (and not permitted) during a registered offering
  • Conditions for the various statutory and SEC registration exemptions
  • Elements of private causes of action under the '33 Act and '34 Act
  • Comparison of antifraud remedies under federal and state "blue sky" laws
  • Persons subject to (and not subject to) the Rule 10b-5 insider trading rules
  • US corporate governance standards applicable (and not) to foreign private issuers
• Chapter overviews that identify:
  • Main concepts (and vocabulary) of...