Securities Regulation: Law and Policy Seminar (Stein)
R 4:30PM - 6:30PM
Tanenbaum Hall 345
Securities Regulation: Law and Policy Seminar Spring 2020 Kara M. Stein Thursdays, 4:30 to 6:30 PM
As a result of technology and global competition, capital markets have been changing at a breathtaking pace. In this course, we will examine whether and how securities law is keeping up with these changes, and what forces may affect securities regulation in the future.
This course will be broken up into four modules of three weeks each. Our first module will focus on the conditions that originally led to federal regulation of our securities markets. We will then pivot to the 2008 financial crisis and the resulting legislation -- the Dodd-Frank Wall Street Reform and Consumer Protection Act.
In the second module, we will focus on changes in our capital formation methods, such as Regulation A+, crowdfunding, initial coin offerings, and blockchain technology.
The third module will focus on key issues concerning the relationships between corporations and their shareholders. In addition to focusing on corporate governance issues, we will explore how technology may be changing expectations and interactions between investors and companies.
Finally, the fourth module will examine the changing regulatory paradigm in financial markets. Focusing on self-regulatory organizations such as the stock exchanges, this module will study the role these organizations perform in the marketplace -- and overlapping regulatory oversight by the federal government.
The course will have a practical focus with an emphasis on case studies that illustrate the intersection of securities law and policy, and the difficult choices securities regulators face in each of these areas.
Sessions and materials. We will meet weekly throughout the semester on Thursdays, 4:30PM to 6:30PM. Reading materials for each session will be distributed a week before each class. Requirements and grading. There will be no examination. Instead, students will be required to submit, before three sessions of the student’s choosing throughout the semester, memoranda providing critical analysis of the readings. In addition, at the conclusion of the course, students will be required to submit a final paper building on the three weekly memoranda.
Final paper. Students electing to submit a final paper should, in light of the readings and discussions, develop broader thinking about the forces that shape securities regulation and when federal regulation is these securities markets is desirable. Each student should identify an insight, comment, or conclusion about those questions that will serve as the basis for a final paper, fifteen to twenty double-spaced pages long, due at the end of the semester. Voting Recommendation for Commissioner. Students choosing to write voting recommendations for Commissioners (rather than a final paper) will choose a specific, pending rule at the SEC and draft a voting memorandum and statement for delivery by a Commissioner. Early in the semester, students will consult with me on the proposed rule they are choosing and their preliminary view as to how they would counsel a Commissioner to vote. The final memorandum and statement should provide a comprehensive analysis of the arguments in favor and against voting for the rule, the reasons supporting your recommended vote, and any analysis of the political economy of the particular proposal. Final submissions under this requirement will be due in early April. Participation; grading. Students are expected to attend regularly and to make substantial contributions to our discussion. Grades will give approximately 40% weight to the student’s performance on the three memoranda, 40% weight to the student’s performance on the final paper or agency comments, and 20% weight to the quality of the student’s class participation.
Business and Corporate Law Learning outcomes: Demonstrate a core understanding of business and corporate law; Perform legal analysis in the context of business and corporate law; Communicate effectively on topics related to business and corporate law; Demonstrate an understanding of the interconnection between the world of business and finance and that of business and corporate law, and how they affect other areas of law and society.
Perspectives on the Law Learning outcomes: Demonstrate an understanding of how the law affects, and is affected by, the individual course topic; Perform legal analysis in the context of the individual course topic; Communicate effectively on the legal and other aspects of the individual course topic; Demonstrate the ability to use other disciplines to analyze legal issues relevant to the individual course topic, including economics, philosophy, and sociology, as appropriate.
Administrative and Regulatory Law Learning outcomes: Demonstrate a core understanding of administrative and regulatory law and the administrative process, including the role of statutory authorization and work of administrative agencies; Perform legal analysis in the context of administrative and regulatory law; Communicate effectively on topics related to administrative and regulatory law; Demonstrate an understanding of the role administrative and regulatory law play in our legal system and in society as a whole.