Securities Regulation

This is the nation's first and oldest casebook on securities regulation. The Fifteenth Edition builds on the firm foundation of the prior editions, and contains a comprehensive and current body of leading cases and note materials on securities regulation. It has been streamlined for easier use, but continues to provide instructors and students with the full range of tools for the in-depth study of securities regulation.Since the last edition of this casebook in 2021, technological change, evolving market dynamics, and the SEC's regulatory and enforcement responses have driven much of the activity in securities regulation. Particularly notable has been the focus on cryptocurrencies, tokens, and other digital assets, underscored by the FTX and other high-profile scandals. The SEC's agenda has also included a heightened emphasis on transparency and accountability. Regulators have pursued measures to improve trading efficiency and enhance reporting standards, including proposals to bolster transparency in trading (such as the regulation of payment for order flow), new SPAC disclosure requirements, and climate-related disclosure requirements, the latter currently on hold pending litigation challenging the SEC's authority to adopt the new requirements.Just as the ink was drying on the last edition, the SEC finalized a range of new regulations and amendments that loosened limitations on the public and exempt offering processes. Those changes were included as proposals in the footnotes to the 2021 edition, and they are now (with updates) reflected in the full text.This casebook continues to be longer than its peers, but the length reflects the value to students of understanding the historical arc of the securities laws and how that arc has changed with shifts in the capital markets. Doing so requires students to become familiar with some of the original SEC releases and interpretations (included with edits and updates, as appropriate), but this is what many of them will do once they are in practice.It also reflects a desire to give instructors a broad choice of topics to teach. We do not expect users to cover every chapter in this casebook, and some instructors may decide to do a deeper dive in some parts of the casebook than in others. Our goal has been to provide the most comprehensive set of teaching materials for instructors and students at all levels of instruction. It allows the adopting instructor to pick and choose from a rich array of material. There is no fixed order in which the cases and note materials must be addressed. The adopter has full control over the agenda; this book merely provides the stage and props.To that end, this casebook also reflects both a transactional and litigation focus. Strong securities litigators benefit from an in-depth knowledge of the capital-raising process and regulations, and strong transactional lawyers are sensitive to the litigation risks that may arise in the deals they structure. We expect students to be able to gain a balanced view of capital markets regulation from both perspectives.