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Table of Contents 1. The Basic Coverage of the Securities Act 2. Registration Requirements of the Securities Act of 1933 3. The 1933 Act Registration Process and Disclosure 4. Exemptions from 1933 Act Registration 5. The Theory of Sale: Corporate Recapitalizations, Reorganizations and Mergers under the 1933 Act 6. IPO Practices: Manipulation, Stabilization and Hot Issues 7. Remedies for Violation of the Securities Act of 1933 (and Other Consequences of Deficient Registration Statements) 8. State Securities Laws ("Blue Sky Laws") 9. Securities Exchange Act of 1934: Registration and Reporting Requirements for Publicly Traded Companies 10. Shareholder Suffrage: Proxy Regulation 11. Tender Offer and Takeover Regulation 12. Manipulation and Fraud: Civil Liability; Implied Private Remedies; SEC Rule 10b-5; Fraud in Connection with the Purchase or Sale of Securities; Improper Trading on Nonpublic Material Information 13. Insider Reporting and Short- Swing Trading - Securities Exchange Act Section 16 14. Market Regulation, Broker- Dealer Regulation, Credit Rating Agencies 15. Arbitration of Broker- Dealer Disputes 16. Operation of the Securities and Exchange Commission 17. Jurisdictional Aspects of the federal Securities Laws 18. The SEC’s Former Role in Public Utility Regulation: The History of the Repealed Public Utility Holding Company Act of 1935 and Transfer of Authority from the SEC to the Federal Energy Regulatory Commission 19. Debt Securities and Protection of Bondholders: The Trust Indenture Act of 1939 20. Federal Regulation of Investment Companies: The Investment Company Act of 1940 21. Investment Advisers Act of 1940 22. Overview of Related Laws 23. Overview of Related Laws Dealing with Securities Transfers Appendix