Securities Litigation and Enforcement
Section 1, Fall 22
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While we will discuss all of the principal federal securities statutes, 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. The focus throughout the course will be on current, front-page, real-world private securities litigation and government enforcement – exactly what you can expect to see in practice. 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, 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 focus on 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 work that you will be asked to do in this course will be exactly what you are asked to do in private practice. 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.
Final Type (if any): None
Written Work Product
Written Work Product: During the course, there will be three deliverables: two short papers (<10 pages) assigned in weeks 4 and 8 analyzing recently-filed federal securities class action complaints, and one final paper (<25 pages) constituting a fully-prepared, rule-compliant, ready for filing motion to dismiss a complaint alleging federal securities violations. The final paper will be due via EXPO no later than noon two weeks after last class session. The final paper in this course cannot be used to satisfy the Upper-Level Writing Requirement.
Class attendance and participation in analytical group discussions will be taken into consideration in assessing student performance and final grading.
Other Course Details
Prerequisites: Civil Procedure; Corporations; Securities Regulation; and Federal Courts are all helpful, but none are required. Because the credits in this course count toward the JD Program Professional Skills requirement, JD candidates will be given enrollment priority for this class. Concurrencies: Civil Procedure; Corporations; Securities Regulation; and Federal Courts are all helpful and may be taken concurrently with this course, but none are required. Because the credits in this course count toward the JD Program Professional Skills requirement, JD candidates will be given enrollment priority for this class.
Mutually Exclusive With: Advanced Topics in Securities Regulation (7138), SEC and Class Action Securities Enforcement (9181)
Laptops Allowed: Yes
First Day Attendance Required: No
Course Resources: Course Materials that are current, and updated throughout the course, will be provided free of charge, and will be supplemented throughout the course with examples of federal and state court pleadings, motions, decisions and articles of current interest.
*Satisfies Writing Requirement: No
**Credits For Prof. Skills Requirement: Yes
Satisfies Professional Ethics: No
*If “Yes,” then students are required to submit a substantial research paper in this course, which means students do not need to submit any form to SRO for this paper to meet their upper-level writing requirement. If “No,” then students must submit a “special request” e-form to SRO (available via LawWeb) no later than five weeks after the start of the term for a paper in this class to be counted toward the upper-level writing requirement.
**Yes indicates course credits count towards UVA Law’s Prof. Skills graduation requirement, not necessarily a skills requirements for any particular state bar.
Cross Listed: No
Cross-Listed Course Mnemonic:
Concentrations: Business Organization And Finance, Litigation and Procedure
Public Syllabus Link: None
Evaluation Portal Via LawWeb Opens: Wednesday, November 30, 12:01 AM
Evaluation Portal Via LawWeb Closes: Friday, December 09, 11:59 PM