Securities
LawCornell

Certificate Program

Whether or not a security is being offered or sold is a foundational question in securities regulation. In general, if it's not a security, the transaction is not subject to the securities laws. There are various factors to consider when determining what constitutes a security, and the implications of these decisions are far-reaching.

In this course, you will gain perspective on these complexities. You will discover how courts and regulators define a security, including emerging instruments and transactions such as digital tokens and other assets. You will consider cases and examples that highlight how nontraditional forms of investment can be considered securities then explore the effects of these decisions. Finally, you will join your peers in discussions on topics such as how securities laws may be outdated.

In securities regulation, it is important to understand what needs to be reported publicly in filings with the U.S. Securities and Exchange Commission (SEC) and when those requirements are triggered.

To gain this skill set, this course will guide you through the SEC reporting requirements as you examine the types of information that must be publicly provided to regulators and investors. You will examine key definitions, including what constitutes an offer and a sale. You will also explore registration statements, inspecting their contents and comparing them to prospectuses. As you progress through the course, you will develop skills to help you understand the registration process and how to avoid common pitfalls. In addition, you will consider the reach of the U.S. registration requirements outside the country. Finally, you will explore the key components of a company's public disclosures and investigate how those disclosures are made as well as the ways in which disclosure requirements can be used to shape public company behavior.

You are required to have completed the following course or have equivalent experience before taking this course:

• LAW585: Defining Security

In some cases, the offer and sale of securities are exempt from registration with the U.S. Securities and Exchange Commission (SEC), so understanding these exemptions can be critical for compliance and capital in your organization.

In this course, you will examine various types of exemptions along with their requirements, identifying the differences between a security exemption and a transactional exemption. You will consider why some securities are restricted and focus on the differences between an offering that is qualified under Regulation A versus an offering that is registered. You will also explore how different exempt offerings can be integrated as a single offering. In addition, you will consider regulations that permit an issuer to experiment and assess potential demand for an upcoming offering. Finally, you will investigate key secondary market exemptions involving resales of securities.

You are required to have completed the following courses or have equivalent experience before taking this course:

• LAW585: Defining Security
• LAW586: Securities Registration and Reporting

Much of securities regulation is focused on public disclosure; it is therefore important to ensure that the information is accurate so that there are no material misstatements or omissions.

In this course, you will consider some of the principal securities law liabilities to which certain actors in an offering may be exposed when disclosure is problematic. You will also explore how securities laws can impose liability, including when a person breaches a duty by doing insider trading as well as when a company insider engages in “short-swing” trading of the company's shares. Finally, you will consider some of the principal agreements and other documents in a public offering of securities to better understand their full context for your work.

You are required to have completed the following courses or have equivalent experience before taking this course:

• LAW585: Defining Security
• LAW586: Securities Registration and Reporting
• LAW587: Registration Requirement Exemptions