International Securities Regulation

Prerequisite: L6231 Corporations. LLMs with significant corporate and securities law practice experience in their home countries are exempt from the prerequisite.

The course concerns the regulation of cross-border capital raising transactions. Issues considered will include the offering of securities to investors outside an issuer's home country, the disclosures required of an issuer whose shares are held by investors outside its home country, the extra-territorial reach of nationally based anti-fraud regimes, tender offers across national lines, the differences in the regulation of insider trading and market manipulation, and broker-dealer activities involving transnational transactions. The course will include a special focus on the impact of emerging technologies and their impact on capital raising and secondary market trading, including high frequency trading and robotic investment advice. The primary substantive law focus will be on U.S., federal and state, and E.U. regulation, but the course will develop a theoretical framework that will help analyze transnational transaction regulation by the legal systems of other countries and international bodies as well.