| Capital Markets II |
| Course Number: 591-0-01 |
Grundfest | 4 Units |
This course is about money, fraud, human nature, statutory interpretation, vagaries of the judicial process, and the federal securities laws. There will be a particular emphasis on developments related to the current economic crisis, including the operation of markets for credit derivatives and proposals for reform of the financial services industry. The course is divided into four modules.
The first module describes modern capital markets with a particular emphasis on the evolution of derivative instruments and the challenge these instruments pose to the regulatory system. No mathematical skill beyond addition, subtraction, and multiplication of whole numbers is necessary. Fractions are frowned upon. Long division is prohibited.
The second module addresses the domain of federal securities regulation. It will explore the expansive scope of the definition of the term "security" as well as the ability to transact offshore in a manner that legally avoids federal securities regulation.
The third module focuses on the SEC's mandatory disclosure system, with particular emphasis on the process of "going public" and the operation of the market for privately placed securities in the venture capital process.
The fourth module addresses fraud as it is prosecuted under Section 10(b) and Rule 10b-5 of the Exchange Act of 1934. Attention will focus on litigation related to the recent subprime meltdown, class action claims, SEC enforcement proceedings, and criminal prosecutions.
Capital Markets I will focus primarily on Modules one and two. Capital Markets II will focus primarily on Modules three and four.
Special Instructions: Law students are required to register for Capital Markets I and II. Students registered in other schools in the University are permitted to register for either or both courses. In the past there have been additional class sessions scheduled in order to cover the large amount of material in this course. The instructor will make his best efforts to minimize these additional sessions. If these additional sessions are held, they will be scheduled for Friday afternoons and will be taped so that they will also be available for internet viewing. Advanced degree students in the Law School have the option of writing a paper that will determine their grade, but must still take and pass the written examination. Any advanced degree student who wants to elect a paper option in lieu of an exam should obtain timely prior consent.
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| Calendar: Quarter Calendar |
| Enrollment: Open |
| Grading system: Honors-Pass |
| Elements used in grading: Exam and class attendance and participation |
| Type of exam: In-School |
| Specific graduation requirements met: None |
| Special instructions, rules or deadlines: See "Special Instructions" section of the course description. |
Spring Overview
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