The basic coverage of the securities laws -- Registration requirements of the Securities Act of 1933 -- The 1933 Act registration process and disclosure -- Exemptions from 1933 Act registration -- The theory of sale: corporate recapitalizations, reorganizations and mergers under the 1933 Act -- IPO practices: manipulation, stabilization and hot issues -- Remedies for violations of the Securities Act of 1933 (and other consequences of deficient registration statements) -- State securities laws ("blue sky" laws) -- Securities Exchange Act of 1934 : registration and reporting requirements for publicly traded companies -- Shareholder suffrage : proxy regulation -- Tender offer and takeover regulation -- Manipulation and fraud : civil liability -- Insider reporting and short-swing trading : Securities Exchange Act section 16 -- Market regulation and broker-dealer regulation -- Arbitration of broker-dealer disputes -- Civil and criminal enforcement -- Jurisdictional aspects -- Debt securities and protection of bondholders : the Trust Indenture Act of 1939 -- Federal regulation of investment companies : the Investment Company Act of 1940 -- Investment Advisers Act of 1940 -- Special problems and overview of related laws.
