Overview of Major Topics Covered:
Introduction; Overview; Securities Act of 1933 & Securities Exchange Act of 1934; How SEC Shapes U.S. Securities Law; Exchange Markets vs. Over-the-Counter Market; Issuer & Trading Transactions; Definition of a Security; Investment Contracts Under SEC v. W.J. Howey Inc.; Investment Contract Definition of a Security; When a Stock Is Not a Security; Notes As a Security After Reves v. Ernst & Young; How an Exempt Instrument Is Transformed Into a Security; Continuous Reporting Requirements of the Securities Exchange Act; Registration Requirement; Registration Forms; Integrated Disclosure; Overview of the Registration Process; Gun Jumping Issues; Safe Harbors; 30-Day Brightline Exclusion; Rule 135 Notice; Well-Known Seasoned Issuers; Factual Business Information & Forward-Looking Statements by Reporting Issuers; Non-Reporting Issuers and Factual Information; Research Reports; Arrangements with and Among Underwriters—Section 2(a)(3); Waiting Period; Free Writing; Hyperlinks; Road Shows; Post-Effective Period; Dealer and Broker Transactions; Shelf Registration Procedures; Implications of SEC v. Manor Nursing Homes; Transaction Exceptions Under Securities Act; Intrastate Exemption Under Section 2(a)(11) or Rule 147; Private Offering Exemption Under Section 4(2); Offers to Accredited Investors Under Section 4(6); Regulation D Safe Harbors; Rule 504; Rule 505; Rule 506; Rule 701 Example; Regulation A Offers; Integration of Exempt Offerings; Five Integration Factors; Integration Safe Harbors; Rule 155; Rule 1001 Exemption; Role of Blue Sky Laws; Rule 144A; Resales of Restricted Securities; Holding Period and Change of Circumstances; Rule 144 Safe Harbor; Sales by Control Person: Secondary Distributions; Rule 144; 4(1 ½) Exemption; State Exemption for Resales of Securities; “For Value” Requirement of the Security Act; Conversion of Securities; Amendment of Articles of Incorporation; Spinoffs of a Corporate Subsidiary; Exempt Exchanges Under Section 3(a)(9); Exemption Under Section 3(a)(10); Regulation S Safe Harbors; Section 11; Section 12(a)(1); Section 12(a)(2); Private Suits Under Section 10b and Rule 10b-5; The Regulation of Brokers; SEC Enforcement

About the Professor:
Professor Cox joined the faculty of the School of Law at Duke in 1979, where he specializes in the areas of corporate and securities law. Prior to moving to Durham, he taught at the law schools of Boston University, the University of San Francisco, the University of California, Hastings College of Law, and Stanford. During the 1988–1989 academic year, Professor Cox was a Senior Research Fulbright Fellow at the University of Sydney. He earned his B.S. from Arizona State University and law degrees at the University of California, Hastings College of Law (J.D.) and Harvard Law School (LL.M.).