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
Key Course Takeaways
Examine the basics of securities registration under the Securities Act and what it means for securities to be registered with the SEC
Identify the key components in the registration process
Explore the various roles and regulations of continuous reporting by public issuers
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.