Thanks to Gordon and everyone at the Glom for having me back to visit. It’s a real pleasure to be back! With my securities regulation class starting this week, I wanted to begin there. While I really enjoy teaching the course, I can’t help but wonder whether it should be retooled in light of today’s financial markets.
My course is a standard survey of the disclosure process for public offerings and public corporations. As a combined securities regulation and securities litigation course, we spend a good bit of time on the liability provisions that the litigators look to when the transactional lawyers screw up the disclosures. But several important topics that seem to warrant coverage are hard to place within that traditional framework. For example, where does the financial crisis and systemic risk come in? Or the appropriate regulatory balance between the SEC and the Fed? What about Madoff and broker-dealer regulation? And perhaps most troubling of all – and this is a critique of the law as much as the course – we’re still studying retail investor rules in an institutional investor world. If mutual funds are such important financial intermediaries in today’s markets, why does the course not spend some time on them and their regulation? There is really interesting scholarly work in the area (e.g., William Birdthistle’s), but I fear that students leave the basic securities course knowing little to nothing about the vehicle through which most of them will invest, if not counsel as clients.
SEC Commissioner (and former Glom guest) Troy Paredes beat the same drum at this summer’s AALS Mid-Year Conference on Business Associations, so others might share these concerns. Perhaps there’s a market opportunity to write an innovative casebook that shakes up how we think about and teach this material. Any takers?
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