The United States is the largest market for securities in the world. The New York Stock Exchange alone accounts for approximately 38% of the worlds securities trades, and combined with the NASDAQ, the two account for more than half of the world's $36 trillion market for securities and $700 trillion market in derivatives. The goal of this course is to acquaint Russian law students and practicing lawyers with the laws and regulations governing the offer, sale and trading in securities in this huge marketplace. While this course covers mainly U.S. regulation of the
securities market, attention is given particularly to international securities transactions,
and the course may touch on regulation of the other major securities markets such as the UK, and may even touch on Russian securities laws.
The course will address issues such as what qualifies as a security, how and when securities must be registered, the listing of securities, disclosure, periodic reporting requirements, insider trading and market manipulation. In addition, we will
examine ADR regulations, Eurobonds, and regulation of investment management.
The course will cover the Securities Act of 1933, Securities Exchange Act of 1934, Investment
Company Act of 1940, the Sarbanes Oxley Act, and the 2010 Dodd-Frank Wall Street Reform and Consumer Protection Act. The course will also touch on the 2020-2021 amendments designed to modernize SEC rules and regulations.
The course is 36 clock hours and worth three credits in the Pericles LL.M. program.
Prerequisites: This is an advanced level course and some knowledge of corporate law is essential. Students should have taken or currently be taking a business organizations course, or otherwise have practical experience in corporate governance before taking this course. Students who do not have such experience must show that they have completed online exercises on business organizations prior to the course beginning. Students not admitted to Pericles LL.M. program should obtain the permission of the Dean upon evaluation of their English language and legal skills.
A more detailed syllabus will be available from the Pericles office when the dates for the course are approaching.
