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Securities Regulation
Professor Allen Ferrell
3 classroom credits LAW-46200A Spring
2, 3, or 4 optional clinical credits Fall or Spring LAW-4620C

This course offers an introduction to the two most important federal securities laws: the Securities Act of 1933 and the Securities Exchange Act of 1934. The course explores the elaborate disclosure obligations that this country imposes on the distribution and trading of investment securities. Topics to be covered include the preparation of disclosure documents, exemptions from disclosure requirements, the relationship between disclosure obligations and anti-fraud rules, the duties of participants in securities transactions, and the applicability of federal securities laws to transnational transactions. The course will also explore the public and private enforcement of securities laws in the United States. Many students take this course in preparation for corporate practice or work with financial regulatory bodies, but the subject has also been of interest to those concerned with the development of the modern regulatory state, as exemplified by evolution of federal securities laws under the Securities and Exchange Commission. Materials to be announced. Most students find it helpful to have completed or to take concurrently a course in Corporations before taking Securities Regulation. Students who have not done so should speak with the instructor during the first week of classes.

Students who would like to participate in the optional clinical must enroll through clinical registration. Clinical placements are with the Securities and Exchange Commission. Please refer to the Office of Clinical and Pro Bono Programs website (http://www.law.harvard.edu/academics/clinical) for clinical registration dates, early add/drop deadlines, and other clinical information.

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