Navigating the Business Law Curriculum: Securities Regulation

The Richmond Law & Business Forum is highlighting course offerings related to business law. In this post, Professor Jessica Erickson discusses the Securities Regulation course.

Q. What does Securities Regulation cover?

A. This course covers the regulation of securities offerings and trading under the Securities Act of 1933 and the Securities Exchange Act of 1934. We explore how the securities laws shape the process of raising capital through public offerings and private placements. We also discuss the mandatory disclosure regime for publicly traded companies and liability for securities fraud and insider trading. Finally, we examine the roles of the Securities and Exchange Commission (the “SEC” or the “Commission”) and private shareholder litigation in interpreting and enforcing the federal securities laws.

That’s the official course description, but put more simply, this course covers what companies have to tell the financial markets at certain key points in their growth. We discuss what companies need to disclose when they are trying to raise money and then we discuss the more regular disclosures that companies need to make if they decide to sell securities to the public at large, including Form 10-Ks, 10-Qs, and 8-Ks. We also talk about what happens if companies lie in these disclosures. Finally, we discuss how the securities laws apply to emerging technologies. Last year, during the course of the semester, we covered Elon Musk, corporate fraud, and the battles over regulating cryptocurrencies, so the class hits on a variety of fun topics.

Q. Who should take Securities Regulation?

A. Any student who wants to go into a business law practice should take Securities Regulation. The federal securities laws are the primary way that the federal government regulates how companies raise money and deal with their investors, so this is a critical class for all business lawyers. Additionally, the securities laws are pretty complicated, so you want to learn this material in a classroom rather than trying to pick it up on the job.

Q. How is this course graded?

A. It is graded through a combination of hands-on projects during the semester and a final exam.

Q. I’ve heard this class is really hard. Is that true?

A. Yes, the material is challenging but it is presented in bite-sized pieces and students generally do not have trouble learning it. And it’s pretty interesting. As one student said, “I thought that Sec Reg would be the type of course you take because it's useful but don't enjoy. I was so wrong! I really enjoyed this course.”