Open Educational Resources

This book includes the most recent developments in securities regulation in an accessible format. Authoritative coverage includes the definition of “security,” registration and disclosure obligations under the Securities Act of 1933, exemptions from registration, reporting obligations under the Securities Exchange Act of 1934, the proxy rules, tender offer regulation, and civil liabilities. The book treats broker-dealer regulation, market regulation, and the administrative role of the SEC, as well as proxy rules, insider trading, and provides overviews of the Investment Company Act and the Investment Advisers Act. This 5th edition updates the 4th edition to include recent SEC rulemaking including important amendments to exemptions from registration, new broker-dealer obligations, as well as recent Supreme Court and many other case law developments.

This concise text provides a basic introduction to securities law. One object of the book is to help struggling students get on track; another is to assist in review and exam preparation. The authors define a security, explain how securities are registered under the Securities Act and describe the applicable exemptions. Many other subjects are addressed, including Exchange Act reporting, proxy solicitations and tender offers, insider trading, and international aspects of securities law. The book is completely up-to-date, including coverage of cryptocurrency and the progressive liberalization of the rules and regulations governing registration and reporting.

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This Hornbook is a comprehensive secondary source for the study of Securities Regulation. It also can serve as a lawyer’s desk book. Coverage includes definition of “security,” registration and disclosure obligations under the Securities Act of 1933, exemptions from registration, reporting obligations under the Securities Exchange Act of 1934, the proxy rules, tender offer regulation, and civil liabilities. The book treats broker-dealer regulation, market regulation, and the administrative role of the SEC, as well as proxy rules, insider trading, the Investment Company Act and the Investment Advisers Act. This new edition reflects recent SEC rulemaking, including important amendments to exemptions from registration, new broker-dealer obligations, as well as recent Supreme Court and many other case law developments.

This compact text is for use in law school classes on insider trading, securities regulation, or business associations. It offers a clear and direct exposition of the law and policy concerns raised by this important and high-profile area of the law. The author provides sufficient detail for a complete understanding of the subject without getting bogged down in minutiae. Faculty interested in teaching a short course on insider trading or making insider trading a major part of a course in securities or corporate law will find the text highly teachable, while student staking such a course using other materials will find it a useful study aid.