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
Key Course Takeaways
Explore ways to anticipate and defend against liabilities relating to material misstatement or omissions
Recognize the key elements and impacts of insider trading
Myron C. Taylor Alumni Professor of Business Law, Cornell Law School
Charles K. Whitehead specializes in the law relating to corporations, financial markets, and business transactions. After clerking for the Hon. Ellsworth A. Van Graafeiland, U.S. Court of Appeals (2nd Circuit), Professor Whitehead practiced in the United States, Europe, and Asia as outside counsel and general counsel for several multinational financial institutions. His practice included representation involving IPOs and other exempt and registered securities offerings (from startups to seasoned global issuers), acquisitions and other strategic transactions, derivatives and other complex financial instruments, and loan and other credit transactions.
Before joining Cornell, Professor Whitehead was on the faculty of the Boston University School of Law and he was a research fellow at Columbia Law School. His current scholarship focuses on the financial markets, financial regulation, and corporate governance.