Examples & Explanations for Securities Regulation

Informal and student-friendly, this best-selling study guide—also used by Wall Street lawyers and SEC staffers as a reference book—gives an overview of federal securities regulation and illustrates the topic with practical applications. Examples & Explanations: Securities Regulation, Eighth Edition combines clear introductions with examples and explanations that allow students to test their understanding of concepts and practice applying the law to fact patterns—many drawn from actual events in the securities markets.

New to the Eighth Edition:

• Updates on U.S. capital formation in public and private securities markets, with a focus on trends in IPOs, going-private transactions, and private placements
• New materials on the treatment of “autonomous business” forms and crypto-currencies (including gaming tokens) under the federal securities law
• Trends in the use of Reg D, Reg A+, and Reg CF over the past several years, given recent amendments to these registration exemptions under the Securities Act of 1933
• The timeliness of Section 11 suits under the Securities Act of 1933, as interpreted by the Supreme Court in CALPERS v. ANZ Securities, Inc.(2017)
• The preemption of state court class actions under the Securities Act of 1933 and the right of defendants to remove such actions to federal court, as interpreted by the Supreme Court in Cyan, Inc. v. Beaver County Employees Retirement Fund (2018)
• The securities-fraud liability of a securities rep, who disseminated false information provided to him by a superior, as interpreted by the Supreme Court in Lorenzo v. SEC (2019)
• Lower court application of the “personal benefit” analysis in Salman v. United States (2016) to quid pro quo tips of inside information to family and friends
• Updates on judicial and SEC enforcement of the federal securities laws—in particular, the use of disgorgement and civil penalties in the sale of nonexempt, unregistered securities
• The timeliness of disgorgement sanctions in SEC enforcement actions, as interpreted by the Supreme Court in Kokesh v. SEC (2017)
• The proper appointment of SEC administrative law judges and their authority to impose sanctions in SEC administrative enforcement actions, as interpreted by the Supreme Court in Lucia v. SEC (2018)
• The availability of Dodd-Frank whistleblower protection to a company executive who reported a possible securities violation within his company but not to the SEC, as interpreted by the Supreme Court in Digital Realty Trust, Inc. v. Somers (2018)
• The requirement of individualized showings of “domestic transactions” in a securities fraud class action brought against a foreign company whose securities traded on U.S. and foreign markets

Professors and students will benefit from:

• A study guide that introduces students to the subject’s clubbish vocabulary, identifies its important principles, and reveals its layered structure.
• Chapters in which, after sketching the key concepts of U.S. securities regulation, give students a chance to compare their responses to concrete examples with the book’s detailed explanations.

• The text includes new and updated charts on:
  • Shareholdings in the US securities markets
  • Capital formation through public and private offerings
  • Actual use of the various registration exemptions
• The updated examples and explanations include new questions on:
  • “Autonomous business” forms and crypto-currencies
  • Section 11 class actions brought in state court
  • Fraudulent statements “made” by securities professionals
  • Insider trading tips to friends and family
  • Availability of disgorgement sanctions in SEC enforcement actions