M SECURITIES REGULATION SYLLABUS Thomas G. Bost Fall 2005 Required Texts Coffee & Seligman SECURITIES REGULATION: CASES AND MATERIALS Foundation Press (Ninth Edition 2003) Coffee & Seligman FEDERAL SECURITIES LAWS: SELECTED STATUTES, RULES AND FORMS Foundation Press (2005 Edition) Bost “The Sarbanes-Oxley Act of 2002: A Summary,” 2003 WL 1909734, National Legal Center for the Public Interest (2003) Recommended Supplement Soderquist & Gabaldon SECURITIES LAW Foundation Press (Second Edition 2004)
Reading Assignments Reading assignments will be made on a weekly or other periodic basis and will be selected from Coffee as noted below, as well as from supplementary materials. Reading assignments will be posted on the course TWEN site on a weekly basis. Please note that assignments include all statutory and regulatory citations listed in Coffee. In preparation for the first class meeting on August 22, please read Coffee, pp. 17, 21-43. 1. Market and regulatory framework. Pp. 1-7, 21-43, 66-100. 2. Basic structure of 1933 Act. Pp. 101-164. (123-136 + FOCUS ON NEW RULES) 3. The registration process and “due diligence.” Pp.188-200, 183-188, 231-241, 873-898, 903-909. 4. The Sarbanes-Oxley Act of 2002. 5. Definition of “security”. Pp. 306-311, 317-330, 336-376.
6. Security exemptions. Pp. 386-391. 7. Private offering exemptions. Pp. 392-411. 8. Limited offering exemptions. Pp. 412-413, 424-428, 439-443. 9. Intrastate offering exemptions and integration. Pp. 452-471, 514-519. 10. Offerings by underwriters, affiliates and dealers Pp. 529-554, 556-581. 11. Civil liability under the 1933 Act Pp. 927-958. Course Grade The course grade will be based on the final examination, as adjusted for discretionary point modifications in accordance with paragraph 6.31(B) of the Statement of Academic Policy in the Student Handbook General Information thomas.bost@pepperdine.edu Office 334 310-506-7977 Office hours: 2:30-5:30 MW