This casebook offers a clear and concise introduction to the economics and regulation of securities markets, with a single-minded focus on disclosure and the economics of disclosure. 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 illustrate 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 Act (JOBS Act), are all covered, with separate chapters devoted to enforcement and gatekeepers. The Fifth Edition has been revised to reflect significant developments in securities fraud litigation and insider trading, as well as new material relating to cybersecurity and cryptocurrency.

For more information and additional teaching materials, visit the companion site.

Imprint: Foundation Press
Series: University Casebook Series
Publication Date: 05/06/2019

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 

Added section on The Reasonable Investor 

Added U.S. v. Litvak 

Chapter 3 

Omitted SEC v. Edwards 

Added Avenue Capital Management II, L.P. v. Schaden 

Added section on Cryptocurrency 

Chapter 4 

Added section on Cybersecurity 

Added section on Smaller Reporting Companies 

Omitted In re Oil States Int’l 

Added In re BHP Billiton 

Chapter 5 

Added Indian Pub. Ret. System v. SAIC, Inc. 

Added In re Vivendi Sec. Litig. 

Added Mineworkers Pension Scheme v. First Solar, Inc. 

Added note discussing Lorenzo v. SEC 

Chapter 6 

Omitted United States v. Newman 

Added Salman v. United States 

Added United States v. Martoma 

Added Lowinger v. Morgan Stanley & Co. 

Chapter 7 

No significant changes 

Chapter 8 

Added section on Securities Act claims in State Court 

Added Federal Housing Finance Agency v. Nomura Holding America, Inc. 

Chapter 9 

Revised to reflect revised Rue 147 and Rule 147A 

Chapter 10 

No significant changes 

Chapter 11 

Omitted Business Roundtable v. SEC 

Chapter 12 (Chapters 12 and 13 swapped) 

Omitted Washington Public Power Supply System Sec. Litig. 

Omitted KPMG LLP v. SEC 

Added WHX Corp. v. SEC 

Added discussion of Elon Musk administrative proceeding 

Added SEC v. Jensen 

Chapter 13 

Added Altman v. SEC 

Deleted Wiest v. SEC 

Added Digital Realty Trust, Inc. v. Somers

Learn more about this series.