This course covers a broad range of materials ranging from the design and operation of modern financial markets through mandatory disclosure systems and complex securities fraud litigation. The course is accessible to students who have little prior exposure to financial markets, yet also challenging to students with substantial experience in the field.
The course is divided into five modules. The first describes modern stock, options, futures, debt, and currency markets. It also introduces basic concepts of arbitrage and put-call parity in an intuitive manner that requires no mathematical background. The second module explores the legal definition of the term "security" and highlights definitional challenges in a world where sophisticated parties can structure many transactions so as not to involve "securities" and can transact abroad in order to avoid U.S. jurisdiction. The third module focuses on the U.S. mandatory disclosure system. There is particular emphasis on the "going public" process as it relates to high-technology start-ups, and on continuing periodic disclosure obligations. The fourth module explores class action securities fraud litigation as well as SEC civil and administrative proceedings. The fifth module addresses liability for insider trading.