International Securities Regulation

It is strongly recommended that students take L6423 Securities Regulation either before taking this course or concurrently. This recommendation may be unnecessary for an LLM student with significant experience in securities law practice in another jurisdiction.

The course concerns the application of U.S. federal securities regulation to cross-border transactions and markets. Issues considered include the extraterritorial scope of the securities laws, the conduct of international securities offerings, mergers and acquisitions transactions involving multiple jurisdictions, the disclosure regime for foreign private issuers under U.S. law, the regulatory regime for foreign sovereign debt, corporate governance practices in international markets and the regulation of cross-border activities of exchanges, broker-dealers and investment management firms. The course addresses significant market practices in international markets, including depositary receipts (ADRs), side-by-side offerings in multiple jurisdictions, exclusionary offers and liability management techniques. It also addresses global practice developments such as sustainable finance and digital assets, and it briefly considers the U.S. regulation of derivatives markets.

The course provides a historical perspective on how the Securities and Exchange Commission (SEC) has approached cross-border activity in different periods. It develops a policy framework for thinking about the SEC's regulatory methods in different areas and tests that framework in the context of significant recent rulemaking in areas including corporate governance and climate disclosures.