This casebook offers a clear and concise introduction to securities regulation and securities markets, with a single-minded focus on disclosure and the economics of information. It is concise, easy to read, and student friendly.

The casebook makes securities regulation easy to teach and understand. It focuses on the important principles students need to understand to be effective corporate lawyers. The chapters are organized around motivating hypotheticals that explore the various issues relating to each chapter’s topic. These hypotheticals make it easier for the students to follow the material. In addition, they are a useful teaching device allowing students to grapple with issues that they are likely to face as corporate lawyers. The supporting materials for the book also provide role-playing and prospectus-drafting exercises to involve students in learning tedious securities materials (e.g, prospectuses). The book avoids policy debates and instead focuses on understanding the rules as they are. It contains tables and charts to organize complicated material, along with a comprehensive set of PowerPoint slides for presenting the material.

This casebook focuses on overarching topics such as materiality and the definition of a security up front, before delving into the details of how the Securities Exchange Act of 1934 and the Securities Act of 1933 operate. The Sarbanes-Oxley, Dodd-Frank, and JOBS Acts, are all covered, with separate chapters devoted to enforcement and gatekeepers. The Sixth Edition has been updated throughout to include recent Supreme Court cases and important developments in the lower courts, as well as recent rulemaking initiatives by the SEC.


Imprint: Foundation Press
Series: University Casebook Series
Publication Date: 05/30/2024

Stephen J. Choi, New York University School of Law

A.C. Pritchard, University of Michigan Law School

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Summary of Changes

Editorial changes throughout to improve readability

Chapter 1

Updating to reflect developments in the securities markets.

Chapter 2

Omitted Longman v. Food Lion, Inc.

Added Fan v. StoneMor Partners

Added In re Alphabet Inc. Securities Litigation

Moved cybersecurity discussion from Chapter 4

Chapter 3

Omitted Warfield v Alaniz

Omitted SEC v. Mutual Benefits Corp.

Omitted In the Matter of the DAO

Added SEC v. Telegram Group Inc.

Added Kirschner v. JP Morgan Chase Bank, N.A.

Chapter 4

Omitted In the Matter of Hewlett-Packard Company

Added In the Matter of Blackbaud, Inc.

Added in the Matter of Stephen J. Easterbrook and McDonald’s Corporation

Added section on climate disclosure

Chapter 5

Revised motivating hypothetical

Omitted Blue Chip Stamps v. Manor Drug Stores

Omitted Virginia Bankshares, Inc. v. Sandberg

Omitted City of Livonia Employees Retirement System v. The Boeing Co.

Omitted Asher v. Baxter International, Inc.

Omitted Indiana Public Ret. Sys. v. SAIC, Inc.

Omitted Vivendi, S.A. Securities Litigation

Omitted Mineworkers’ Pension Scheme v. First Solar Inc.

Added Menora Mivtachin Insurace Ltd. V. Frutarom Industires Ltd.

Added In re Stericycle Securities Litigation

Added Wochos v. Tesla, Inc.

Added note re: Carvelli v. Owen Financial Corporation

Added Smallen v. The Western Union Co.

Added Goldman Sachs Group Inc. v. Arkansas Teachers Ret. Sys.

Added Lorenzo v. SEC

Added In re BofI Holding Inc. Securities Litigation

Chapter 6

Revised motivating hypothetical

Omitted SEC v. Cuban

Omitted SEC v. Dorozhko

Added US v Khalupsky

Added US v. Kosinski

Chapter 7

Added section on Alternative Ways of Going Public

Chapter 8

Omitted Krim v. pcOrder.com, Inc.

Omitted Beecher v. Able

Added Slack v. Pirani

Added NECA-IBEW Health & Welfare Fund v. Goldman Sachs & Co.

Chapter 9

Revised motivating hypothetical

Revised to reflect changes in SEC safe harbors

Chapter 10

Added discussion of section 4(a)(7)

Chapter 11

Added section on Universal Proxy

Revised to reflect changes to Rule 14a-8

Chapter 12

Omitted SEC v. First Pac. Bancorp.

Omitted US v. Tarallo

Added SEC v. Hallam

Added SEC v. Fowler

Added SEC v. Musk

Added SEC v. Bankosky

Added US v. Armbruster

Chapter 13

Omitted Pacific Inv. Management Co. v. Mayer Brown LLP

Added discussion of ESG and rating agencies

Learn more about this series.