Securities Litigation and Enforcement

The objective of this course is fluency with respect to: (i) the major express and implied private rights of action under the Securities Act of 1933 and the Securities Exchange Act of 1934; and (ii) SEC enforcement (administratively and judicially) of the federal securities laws. Our focus in this course will be applying the law to real-world, front-page securities class actions and government investigations pending during the course. The work that you will be asked to do in this course will be exactly what you are asked to do in private practice, and will enable you to hit the ground running either as a judicial law clerk or as a law firm associate. Following an overview of the development of the federal securities laws, the early weeks of the course will address private securities litigation – pleading and proof, stays of discovery, motions to dismiss, class action discovery and class action certification, merits discovery, use of experts, summary judgment and trial of a nationwide securities class action. We will analyze actual securities class action complaints, and anticipate and debate what counsel involved in those matters will argue. Students will compare their work to that of the professionals involved in the actual litigation, and will see what experienced courts have to say. Later weeks will address SEC enforcement – ranging from informal inquiries, to formal investigations, and from administrative proceedings to litigation in federal court. We will address internal investigations and issues of cooperation and privilege, key settlement terms, and the distinct difference between resolution by way of administrative cease and desist, and resolution by way of federal injunction. The course will also review the potential collateral consequences of SEC settlements in terms of parallel private litigation, and suspensions and industry bar orders. The pace and coverage of the course will be subject to change based on: (i) class interest; and (ii) class familiarity with underlying legal issues.