Study Securities Regulation with expertly written law school outlines available in Full, Cram, and Bar exam formats.
Securities Regulation covers the two federal statutes and the SEC rules that govern the issuance and trading of securities. Our outline begins with the definition of a security under §2(a)(1) of the 1933 Act and the Howey test for investment contracts, along with the coverage of notes under the Reves family-resemblance test. The Securities Act of 1933 addresses registration under §5 (the gun-jumping rules, the quiet period, the waiting period, the post-effective period), the registration statement and prospectus requirements, and the §§11 and 12 liability regimes for false statements and omissions (including the due diligence defense for §11 and the reasonable investigation defense for §12(a)(2)). Exemptions are covered in full — §4(a)(2) private placements, Regulation D (Rules 504, 506(b), and 506(c)), Regulation A+ tier 1 and tier 2 offerings, Regulation S offshore offerings, and §3(a)(11) and Rule 147 intrastate offerings, plus Rule 144 and Rule 144A resale safe harbors. The Securities Exchange Act of 1934 covers ongoing reporting (10-K, 10-Q, 8-K), proxy regulation under §14(a) and Rule 14a-8 shareholder proposals, tender offers under §14(d) and the Williams Act, and insider-reporting under §16(a) and short-swing profit recovery under §16(b). Rule 10b-5 is the centerpiece — materiality (Basic v. Levinson), scienter (Ernst & Ernst v. Hochfelder), reliance (fraud-on-the-market under Basic and Halliburton), causation (loss causation under Dura Pharmaceuticals), and the elements of insider-trading liability (classical theory, misappropriation theory, tipper-tippee liability under Dirks and Salman). SEC enforcement, private rights of action, and securities class actions (PSLRA pleading requirements) are addressed. Available in Full, Cram, and Bar formats. Connects to Business Associations, Contracts, and Remedies. Search terms: Rule 10b-5, Howey test, Regulation D 506(c), insider trading, Section 16(b), fraud on the market, PSLRA pleading.