S. Advanced Securities Regulation

This seminar covers material not covered in Professor Coffee’s basic Securities Regulation Course, in part because much of this material involves cases that have just come down or on which certiorari has just been granted. It is not necessary that the student have taken Securities Regulation, as this seminar covers broader issues and policy questions.

Major Topics will include:
1. Is the Court dismantling the Administrative State? Cases will include West Virginia v. EPA, 142 S. Ct. 2587 (2022); Axon Enterprise, Inc. v. FTL, 143 S. Ct. 890 (223), and Jarkesy v. SEC, 34 F.2d 4th 446 [5th Cir. 2023].
2. Equity Market Structure: The “Gamification” of Securities Trading. We will review the SEC Staff Report on Equity and Option Market Structure: Conditions in Early 2021; Rule 611 of Regulation NMS; “Robinhood’s Role in the Gamification of Trading,” Washington Post, December 21, 2020; Note, Deceiving the Young 64 B.C.L 701 (2023).
3. New Offering Techniques, Direct Listings: Materials will include: Slack Techs. LLC v. Pirani, 193 S. Ct. 1933 (2033); Amicus Brief by Joshua Mitts and John Coffee;
4. New Offering Techniques: SPACs. This section will review the forthcoming material on SPACs in the upcoming 15th edition of Coffee, Sale and Whitehead.
5. When Are Cryptos Securities? The materials will include SEC v. Ripple Labs, 2023 U.S. Dist. LEXIS 120486 (2023) and SEC v. Terraforma Labs (SDNY 2023) other recent developments.
6. SEC Powers and Their Limitations: The Supreme Court Draws Some Lines: The focus will be on:
a. Kokesh v. SEC, 137 S. Ct. 1635 (2017); Liu v. SEC, 140 S. Ct. 1936 (2020); New Section 21D of the Securities Exchange Act.
b. Clawbacks: New Section 10D of the Securities Exchange Act; SEC Release No. 3492054.
7. Insider Trading. United States v. Blaszczak, 947 F.3d (2d Cir. 2019) (“Blaszczak I”); United States v. Blaszczak, 56 F.4th 230 (2d Cir. 2022) (“Blaszczak II”); United States v. Weller, 40 F.4th 563 (7th Cir. 2020).
8. New Rule 10b-5 Issues. The focus will be on Moab Partners LP v. McQuarie Infrastructure Corp., 2022 WL 17815767 (2d Cir. December 20, 2022), cert. granted. 2023 U.S., LEXIS 2955 (2023).
9. Regulation Best Interest. Regulation Best Interest, 17 C.F. R. §240.151-1 (2019); XY Planning Network, LLC v. SEC, 963 F.3d 244 (2d Cir. 2022).
10. M&A Developments Modernization of Beneficial Ownership Reporting, Disclosure of Derivative Holdings, and Definition of “Group”. The focus will be on the new final rule adopted by the SEC in 2023.