Upper Level·T14 #7·Philadelphia, Pennsylvania

Securities Regulation at Penn Law

Securities Regulation covers the federal laws governing the issuance and trading of securities. Students study the Securities Act of 1933, the Securities Exchange Act of 1934, SEC enforcement, and private securities litigation.

Key Topics in Securities Regulation

Definition of a security (Howey test)

Registration requirements under the Securities Act

Exemptions from registration (Reg D, Reg A, Rule 144)

Section 10(b) and Rule 10b-5 (fraud)

Insider trading

Proxy solicitation and shareholder proposals

SEC enforcement actions

Private rights of action

Tender offers and takeover regulation

Sarbanes-Oxley and Dodd-Frank

Key Questions in Securities Regulation

Is this instrument a security under the Howey test?

Does this transaction qualify for a registration exemption?

Has there been a material misstatement or omission?

Does the plaintiff have standing for a 10b-5 action?

Study Tools for Securities at Penn Law

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