LAW 817 - 001

This course will focus on the basic principles of the Securities Act of 1933, which sets forth the requirements for registration of all securities sales unless an exemption is available. The course will cover the concept of what is a security, the registration requirements of Section 5 of the '33 Act, the exemptions from registration, particularly the intrastate offering exemption (Section 3 (a)(11) and Rule 147); Section 4(1) and 4(2) (and Regulation D) regarding private offerings; Rule 144A "big boy" transactions and certain other exemptions; the timing and rules for preparation of registration statements and prospectuses under Section 5; key aspects of Regulation S-X; the consequences of the failure to register (Sections 11, 12, 13 and 17); jurisdiction; and other similar topics.