The Securities Act
An overview of the Securities Act of 1933, focusing on its role in regulating initial securities offerings through disclosure requirements and liability for misleading statements.
Securities Registration
An overview of the securities registration process, explaining how issuers prepare and file disclosure documents, undergo SEC review, and manage compliance and liability when offering securities to the public.
Securities Registration Exemptions
An overview of the major exemptions from securities registration under federal law and how they structure and limit the offering and resale of securities.
Stages of a Public Offering and Gun Jumping
An overview of the stages of a public offering and the rules governing communications at each stage, including the risks of impermissible
The Exchange Act
An overview of the Securities Exchange Act of 1934, focusing on its regulation of secondary-market trading, disclosure obligations, and antifraud provisions.
Securities Fraud under Rule 10b-5
An overview of securities fraud under Rule 10b-5, focusing on prohibited conduct and the key elements required to establish liability in enforcement and private actions.
Insider Trading
An overview of insider trading under Rule 10b?5, explaining how liability arises from trading on material, nonpublic information in breach of a duty of trust or confidence.
Market Manipulation
An overview of market manipulation in securities law, focusing on deceptive trading practices and the legal standards used to identify and prosecute such conduct.
Liability Under the Securities Act
An overview of liability for material misstatements, omissions, and registration violations under the Securities Act.
Private Securities Litigation Reform Act of 1995
An overview of the Private Securities Litigation Reform Act and its reforms to securities-fraud litigation, including heightened pleading standards and procedural safeguards.
Regulatory Investigations and Enforcement Actions
An overview of regulatory investigations and enforcement actions in securities law, including how authorities investigate potential violations and pursue civil or criminal remedies.
Shareholder Litigation: Direct, Class Actions, and Derivative
An overview of the different types of shareholder litigation, including direct, class, and derivative actions, and how they address distinct forms of shareholder and corporate harm.
Securities Law in M&A Transactions
An overview of how securities laws apply in mergers and acquisitions, focusing on disclosure obligations, shareholder communications, and regulatory requirements triggered by deal structures.