LAW 519 - Enforcement of the Securities Laws: Procedures and Issues

Prereq/Corequisite(s): Students taking this course are required to contemporaneously take or to have previously taken Business Associations. It is also suggested but not required that students take or have previously taken Securities Regulation.

Participants in the United States securities markets - issuers of securities, broker-dealers, investment advisers, pooled investment vehicles such as mutual funds and hedge funds, and the professionals who run them - operate within an over-lapping system of federal, state, and industry regulation. Each securities regulatory authority has its own enforcement program governed by its own statutory or rule-based procedures. How these authorities pursue investigations, confront potential misconduct, and make decisions about pursuing charges in enforcement proceedings and disciplinary actions can vary widely, as can the business and personal ramifications of an adverse outcome. Counsel play an important role at every stage of the enforcement process.

This course introduces students to the enforcement of the federal securities laws by the SEC’s Division of Enforcement, the securities self-regulatory organizations (SROs) such as the Financial Industry Regulatory Authority (FINRA) and the New York Stock Exchange, state securities regulators and attorneys general, and by the US Department of Justice. The course will evaluate issues and processes from the perspectives of law enforcement authorities, defense counsel, and in-house counsel. Students will learn how the various enforcement authorities operate, how they investigate potential violations of the federal and state securities laws, how they interact with other regulatory authorities, and how defense counsel represent clients in the enforcement process while navigating any parallel civil litigation and/or criminal investigations. The course will also address current issues in securities law enforcement, including potentially manipulative algorithmic and high frequency trading, insider trading, financial fraud, and other types of matters.

Students taking this course are required to contemporaneously take or to have previously taken Business Associations. It is also suggested but not required that students take or have previously taken Securities Regulation.