Section Description Provided by Instructor
The developments and issues related to the structure and operation of the U.S. Capital Market in the context of an evolving global securities market, (1960-2014); The causes and effects of the "Financial Meltdown" (2007-2009); Assessing the legislative and regulatory reforms in the U.S. and abroad, including government "bailouts" and the implementation of Dodd-Frank by financial regulators and EU measures to deal with endangered financial institutions.
Significant securities and financial services regulatory and enforcement policies and actions (2010-2014); [e.g., Insider Trading: Cady Roberts to SAC Capital and Information Trading Networks; Extraterritorial reach of US securities laws--Morrison v NAB and beyond; Duties of brokers, underwriters, officers and directors of public companies, investment advisers]; Hedge funds and private equity; Trading platforms (public and private).
The U.S., UK and EU have all taken legislative and rulemaking actions to establish new and far reaching changes in their regulatory regimes, hoping to prevent a recurrence of the financial meltdown of 2007-08 that resulted from major regulatory and business failures and the often irresponsible structuring and sale of complex, highly leveraged and risk-laden securities. The US stock market indices are again at near record highs (e.g. the DJIA at 16,500+). Is a new bubble building?
Do the broadened systemic regulatory powers being entrusted, primarily to the central banks, go too far? Are the central banks the right regulators to oversee these areas? For example, will the U.S. FSOC's efforts in defining and containing "systemic risk" and implementing "orderly liquidations" of troubled financial firms, be effective? How will it work?
This course focuses on such basic questions as: What is "The Market" and how does it really work? How is the market for securities trading structured in the United States? How did we get into the financial mess of 2007-9? How did Lehman, Bear Stearns, AIG, Merrill Lynch and Citi happen? Are government bailouts inevitable? Also, what is the effect of "globalization" on our markets and on non-U.S. markets? Are we headed for another financial crisis?
What are the key issues of structure and regulatory policy occasioned by the financial crisis and its aftermath, particularly in the light of the technological advances in the development of trading platforms, speed of executions, and virtually instantaneous transmission of market sensitive information?
We will review recent Supreme Court decisions involving private investor actions charging violations of the antifraud provisions of the securities laws and SEC enforcement actions involving insider trading and other violations. How does the SEC and DOJ settlement process work? Also the extra-territorial reach of U.S. securities laws after Morrison as well as the meaning of "breach of fiduciary duty."
An understanding of these issues in the context of a global market and the financial crisis is essential to any lawyer or financial services executive interested in the functioning of capital markets and the development of effective regulatory standards.
Selected financial service executives, law firm partners and government officials will discuss the role, operation and regulatory policies that affect their organizations and their view of the future for the financial services industry.
T 4:20 –6:10 p.m.
Method of Evaluation
J.D. Writing Credit
Minor (automatic), Major (only upon consultation)
There are no formal prerequisites for the seminar. However, completion of a corporations and/or a securities regulation course is recommended. Usually limited to 3L's, but exceptions may be made. JD/MBA and LLM students are welcome.