International Securities Regulation

Course Information

Course Number
Curriculum Level
Areas of Study
Corporate Law and Transactions

Section 001 Information


Section Description

It is strongly recommended that students take L6423 Securities Regulation either before taking this course or concurrently. This recommendation may be unnecessary for an LLM student with significant experience in securities law practice in another jurisdiction.

The course concerns the application of U.S. federal securities regulation to cross-border transactions and markets. Issues considered include the extraterritorial scope of the securities laws, the conduct of international securities offerings, mergers and acquisitions transactions involving multiple jurisdictions, the disclosure regime for foreign private issuers under U.S. law, the regulatory regime for foreign sovereign debt, corporate governance practices in international markets and the regulation of cross-border activities of exchanges, broker-dealers and investment management firms. The course addresses significant market practices in international markets, including depositary receipts (ADRs), side-by-side offerings in multiple jurisdictions, exclusionary offers and liability management techniques. It also addresses global practice developments such as sustainable finance and digital assets, and it briefly considers the U.S. regulation of derivatives markets.

The course provides a historical perspective on how the Securities and Exchange Commission (SEC) has approached cross-border activity in different periods. It develops a policy framework for thinking about the SEC's regulatory methods in different areas and tests that framework in the context of significant recent rulemaking in areas including corporate governance and climate disclosures.

School Year & Semester
Spring 2024
JGH 107
Class meets on
  • Monday
  • Wednesday
9:10 am - 10:05 am
Method of Evaluation
J.D Writing Credit?

Learning Outcomes

  • Acquire an understanding of how federal securities laws apply to cross-border markets, including the major policy concerns
  • Become familiar with the SEC rules applicable to international markets and foreign issuers, and develop skill in applying those rules
  • Learn to advise clients on the structure of international securities transactions and on disclosure and corporate governance

Course Limitations

Instructor Pre-requisites
Instructor Co-Requisites
Recommended Courses
Securities Regulation
Other Limitations