This course explores the policies and techniques of state and federal investor protection, with emphasis on the distribution of securities by issuers and their affiliates. After an analysis of express general anti-fraud remedies, the "security" concept, and the diverse philosophies underlying "value judgment" and "disclosure" approaches to regulation of business fund-raising practices, the course proceeds to a full consideration of the impact of the Federal Securities Act of 1933 on primary and secondary distributions. Concurrent as well as independent effects of state blue sky laws, typified by the Uniform Securities Act, are also treated. To round out the total pattern of investor protection in the distributional setting, the course includes limited excursions into the anti-fraud, periodic reporting, public information availability, and broker-dealer aspects of the Securities Exchange Act of 1934.
Prof. Robert Rapp is a Visiting Assistant Professor of Law who teaches securities regulation, business associations, and law, theory and practice in financial markets.
Cox, Securities Regulation (9th ed and 2020 supplement)