TEXTS 

Required

• Choi & Pritchard, Securities Regulation: Cases & Analysis (2d ed. 2008) (Foundation Press)
• Author's website - www.choipritchard.com

Recommended

• Choi & Pritchard, Securities Regulation: Statutory Supplement (2008) (Foundation Press) (or you can choose not to purchase and use Univ Cincinnati website / SEC website www.sec.gov)
• Palmiter, Securities Regulation: Examples & Explanations (4th. ed 2008) (Aspen Law & Business) 

COURSE OBJECTIVES 

We will focus on the registration process for newly issued securities, civil liability for deficiencies and misrepresentations in the registration materials, exemptions from registration, definition of security, regulation of securities trading markets, and liability for securities fraud.

COURSE ADMINISTRATION 

The Course Outline has reading assignments from the casebook and study book, as well as daily class notes (outlines) and supplemental reading materals. In general, prepare the next assignment unless I announce otherwise in class.

The casebook assignments typically begin with a list of relevant rules and statutory provisions. These primary materials can be found on a website maintained by The Center for Corporate Law at the University of Cincinnati College of Law.

This is a course -- some would say the course -- in readingstatutes. Relish reading with care. Stop at the words; look for the meaning; listen to the author. If nothing else, you will refine your thumbing skills.

VIRTUAL COUNSEL MEMO 

Here's your mid-term assignment: You have been retained as a consultant by Probity Investments, the nation's largest mutual fund group! Through its many mutual funds, Probity invests in almost every company listed on U.S. stock markets. Probity has begun to question whether the prospectuses it receives from companies going public give a clear and complete picture of these companies.

Please prepare a memorandum to Probity analyzing a sample prospectus.  Using publicly available information from the Internet (such as the SEC's website), identify a prospectus filed by a company in the last twelve months.  Your memorandum (maximum 1500 words) should address the following:

• deficiencies of the prospectus under the SEC's "Plain English" initiative and suggested revisions
• information omitted from the prospectus that you consider would be relevant to investors
• relevant non-prospectus information, with links or citations to these other sources

WEBSITE 

We will use this course website for many purposes.

• You can  find reading assignments/handouts in Course Outline.
• You can access different securities-related links on Links.
• You can reach me by e-mail (alan.palmiter@wfu.edu).

In addition, you will notice in Course Outline that each topic includes references to statutory materials drawn from the website maintained by The Center for Corporate Law at the University of Cincinnati College of Law.  You should browse and become familiar with this valuable site. 

Does using online content help? See an interesting study.

WALL STREET JOURNAL SUBSCRIPTION

If you are interested, you should consider signing up for a student subscription to the Wall Street Journal.   The subscription will help you prepare the Virtual Counsel assignment and will provide you a daily glimpse of many topics we will discuss in class. 

If you plan a business law career, it is well worth getting into the daily habit of reading "the" Journal -- the Wheaties of business champions.

To subscribe, you can order on-line (the law school's zip code is 27109):

• WSJ - Semester subscription (15 wks - $32)
• WSJ - Academic-year subscription (36 weeks - $76) 

The Wall Street Journal is read by the people who run the country.

The New York Times is read by people who think they run the country.

The Washington Post is read by people who think they ought to run the country.

USA Today is read by people who think they ought to run the country but don't understand the Washington Post.

The Los Angeles Times is read by people who wouldn't mind running the country, if they could spare the time.

The Boston Globe is read by people whose parents used to run the country.

The New York Daily News is read by people who aren't too sure who's running the country.

The New York Post is read by people who don't care who's running the country, as long as they're scandalous.

The San Francisco Chronicle is read by people who aren't sure there is a country, or that anyone is running it.

The Miami Herald is read by people who once ran another country.

GRADING 

You should want to prepare for each class. Otherwise, class discussion is mush. I will retain the option to raise, but not lower, your final grade based on class participation.

The "virtual counsel" memoranda will count for 20% of your final grade. The final exam (80% of your final grade) will be an open-book, take-home exam.  Please review the exam instructions. You can look at a Sample Exam (Word) from a previous year.