Course Section | Columbia Law School

Section Description Provided by Instructor

This course starts with a study of mandatory affirmative issuer disclosure requirements under the Securities Act of 1933 and the Securities Exchange Act of 1934. These requirements are triggered by the public offering of an issuer's securities and by their trading in public markets. The sanctions, including civil damage liability, for violating these requirements are considered as well as available exemptions. The course then proceeds to study the securities law regulation of insider trading, false or misleading corporate statements, and the market for corporate control.

This course, with its focus on the regulation of the behavior of issuers and their agents in connection with the primary offering and secondary trading of their securities, should be distinguished from Capital Market Regulation, which is devoted primarily to the regulation of persons who operate or trade in capital markets. This course was previously titled Securities and Capital Markets.