This user-friendly casebook covers the changing landscape of securities regulations, dealing concisely but comprehensively with the current state of the law, as well as with expected modifications to securities regulation. The philosophy for the presentation of materials is that securities law is tricky, and most students need a straightforward guide through the maze. Coverage of the Securities Act of 1933 and the Securities Exchange Act of 1934 is kept separate, and care is taken to distinguish the different perspectives of the planner and the litigator. The Ninth Edition has been completely revised to reflect the adoption or revision of a number of exemptions from ’33 Act registration, the advent of digital currency, the prosecution of hackers for insider trading, the materiality of corporate ethics code violations, and a myriad of other topics, all explained as an integrated part of the overall structure of securities regulation rather than as confusing add-ons. The Ninth Edition also adds or discusses the important securities decisions issued since the last edition. These include Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund, Salman v. United States, and Kokesh v. SEC.


Imprint: Foundation Press
Series: University Casebook Series
Publication Date: 12/06/2017

Larry D. Soderquist

Theresa A. Gabaldon, George Washington University Law School

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This title is available in our CasebookPlus format. CasebookPlus provides support beyond your classroom lectures and materials by offering additional digital resources to you and your students. Anchored by faculty-authored formative self-assessments keyed to our most popular casebooks, CasebookPlus allows students to test their understanding of core concepts as they are learning them in class – on their own, outside of the classroom, with no extra work on your part. CasebookPlus combines three important elements:

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The last few years have seen a number of changes to the landscape of federal securities law. Soderquist & Gabaldon, Securities Regulation (Ninth Edition), has been updated to incorporate the following:

  • The Securities and Exchange Commission’s just-announced policy of permitting non-public pre-filing review for all issuers; 
  • Updated material on the definition of a security, including the Commission’s release on virtual currency; 
  •  Revised Regulation D; 
  • Revised Rule 147 and new Rule 147A; 
  • Regulation Crowdfunding; 
  • New Section 4(a)(7) for resales to accredited investors;
  • Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund, a Supreme Court decision dealing with what constitutes a “fact” for purposes of Section 11 of the Securities Act of 1933; 
  • Updated and expanded material on proxy proposals; 
  • New material on the materiality of corporate ethics code violations; 
  • New material on the prosecution of hackers for inside trading; 
  • Salman v. United States, the Supreme Court’s latest word on inside trading;
  • Kokesh v. SEC, a Supreme Court opinion addressing the Securities and Exchange Commission’s enforcement authority; and 
  • ESG Capital Partners, LP v. Stratos, a new case on attorney liability under Rule 10b-5.

Learn more about this series.