Securities Regulation: Cases and Materials, Eleventh Edition

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Securities Regulation: Cases and Materials, Eleventh Edition encompasses the sea changes that have recently occurred in the securities laws and capital markets, brought about by both SEC rulemaking and shifts in underwriting practices. The casebook carries forward its long-held standard of providing students with an in-depth, sophisticated, practical look at contemporary securities law. As it has since its first edition, the casebook contains a very teachable mix of problems, cases, and textual material, encouraging students to build their knowledge base by being active problem-solvers. Always forward-thinking, stressing current developments and controversies, the book is also highly modular, so that professors can easily pick and choose how to structure their courses without being locked into any given progression.

New to the Eleventh Edition:

• Chapter 4 The Public Offering has been revised to reflect how greatly technology and institutionalization continues to impact the offering process, especially for seasoned issuers.
• Chapter 5, Exempt Transactions substantial updates to the organization and content. The differing transaction exemptions are organized according to qualities a set of exemptions share — exemptions that condition an offer on a geographical focus (hence Regulation S is now covered in this section with intrastate offerings), exemptions dependent on certain qualities of the investors to be targeted, and exemptions that depend on a unique feature of the medium used to conduct the offering; we end Chapter 5 with an understandable template for students to address integration of offerings.
• In our quest to condense and reorganize topics that are conceptually linked, we no longer have a separate chapter devoted to exempt securities and public finance (formerly Chapter 8). That material has been condensed into note material in Chapter 2, The Definition of a Security, that provides a succinct, understandable evolution of Howey through the treatment of crypto assets.
• Chapter 8 (formerly 9) examines closely the distinction under Section 12 between “participating” in the sale and “soliciting” a sale, an area of growing importance with internet advertising.
• The expansive and highly nuanced area of Rule 10b-5 litigation is updated and reorganized beginning with fault (e.g., scienter, falsity, and who is the responsible party), before turning to standing, reliance, and finally damages. The implications of the Supreme Court’s recent Macquarie decision are explored.
• Information gathered from the survey guided our decision to combine the treatment of regulating proxy solicitations and tender offers into a single chapter (Chapter 15) in a themed exploration of how securities laws regulate voice and control within the public corporation.
• Finally, Chapter 18 concludes the edition with a streamlined focus on the important distinctions between international and domestic transactions under the securities laws.

Professors and students will benefit from:

• The book’s highly modular organization, enabling different teaching formats and coverage
• Extensive use of problems that build student awareness of the fundamentals, with directions in the Teacher’s Manual on how best to teach them
• Concise notes that introduce the reader to both theory and real-life practice issues
• A book that is always up-to-date and on the cutting edge