Securities Regulation: Cases and Analysis

This casebook offers a clear and concise introduction to the economics and regulation of securities markets, with a single-minded focus on disclosure and the economics of disclosure. It is concise, easy to read, and student friendly.

The casebook makes securities regulation easy to teach and understand. It focuses on the important principles students need to understand to be effective corporate lawyers. The chapters are organized around motivating hypotheticals that illustrate the various issues relating to each chapter’s topic. These hypotheticals make it easier for the students to follow the material. In addition, they are a useful teaching device allowing students to grapple with issues that they are likely to face as corporate lawyers. The supporting materials for the book also provide role-playing and prospectus-drafting exercises to involve students in learning tedious securities materials (e.g, prospectuses). The book avoids policy debates and instead focuses on understanding the rules as they are. It contains tables and charts to organize complicated material, along with a comprehensive set of PowerPoint slides for presenting the material.

This casebook focuses on overarching topics such as materiality and the definition of a security up front, before delving into the details of how the Securities Exchange Act of 1934 and the Securities Act of 1933 operate. The Sarbanes-Oxley, Dodd-Frank, and JOBS Act (JOBS Act), are all covered, with separate chapters devoted to enforcement and gatekeepers. The Fifth Edition has been revised to reflect significant developments in securities fraud litigation and insider trading, as well as new material relating to cybersecurity and cryptocurrency.