Introduction

What is Securities Law?

What are Securities?

What is an Investment Contract?

Regulatory Goals

Securities Exchange Commission

Business Financing & Public Offers

Initial Public Offerings

Direct Public Offering

Securities Act of 1933

Offer to Sell Securities

Regulated Parties

Disclosures in an Offer to Sell Securities

Permissible Activities

Classification of Issuers

Pre-Filing Period Limitations

Post-Filing Waiting Period Limitations

Post-Effective Period Limitations

Emerging Growth Companies

What Information and How to Disclose

Registration Exemptions

Exempt Securities and Exempt Transactions

Restricted Securities

Section 3 Exemptions

Section 4 Exemptions

Regulation A Exemptions

Regulation D Exemptions

Resell Limitations and Rule 144

Private Placement Memorandum

Failure to Register or Perfect Exemption

Liability Under the 1933 Act

Civil Liability Under Section 11

Civil Liability Under Section 12

Defenses - Section 11 & 12 Liability

Civil Liability Under Section 17

Criminal Liability - Section 24

Securities Exchange Act of 1934

What is the 34' Act?

Registration Requirements

Disclosure Requirements

Section 10 and Rule 10(b)(5) Liability

Insider Trading - Rule 10(b)(5)

Insider Trading - Section 14

Section 16 Liability

Section 18 Liability

Securities Enforcement Remedies Act

Criminal Liability

Blue Sky Laws

Issuances Subject to Regulation

Registration Requirements

Coordinated Registration

Exempt Securities and Exempt Transactions

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