This Hornbook is a comprehensive secondary source for the study of Securities Regulation. It also can serve as a lawyer’s desk book. Coverage includes definition of “security,” registration and disclosure obligations under the Securities Act of 1933, exemptions from registration, reporting obligations under the Securities Exchange Act of 1934, the proxy rules, tender offer regulation, and civil liabilities. The book treats broker-dealer regulation, market regulation, and the administrative role of the SEC, as well as proxy rules, insider trading, the Investment Company Act and the Investment Advisers Act. This new edition reflects recent SEC rulemaking, including important amendments to exemptions from registration, new broker-dealer obligations, as well as recent Supreme Court and many other case law developments.


Imprint: West Academic Publishing
Series: Hornbooks
Publication Date: 05/06/2025

Thomas Lee Hazen, University of North Carolina School of Law

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The new edition adds significant case law and regulatory changes. New material includes changes in market structure and crypto currencies as securities. Developments in disclosures include cyber security risks, climate-related disclosures, and special purpose acquisition companies (SPACS). There is also new material on the integration doctrine as it applies to multiple transactions as well as shadow trading as a new type of insider trading. Changes to the Williams Act’s early warning provisions for equity purchases are also discussed. Other new material includes recent Supreme Court decisions, including refining the concept of materiality and the narrowing of SEC regulatory authority.

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