Speaker 1: In this section, we discuss securities law. We begin by talking about the primary federal laws governing the issuance, sale, or transfer of securities. This being the Securities Act of 1933 and the Securities Act of 1934. We begin this lecture by talking about what is a security. We review the statutory definition as well as diving into what is an investment contract. This is the broadest type of security and has been interpreted largely as a catch-all to include nearly any type of interest in a business activity. Then we talk about the role of the Securities Exchange Commission in the regulation of securities. We begin by talking about the Securities Act of 1933 and what it applies to and covers. It generally encompasses anything that is the offer, the initial offer to sell securities or an issuance of securities. We talk about the requirements under the act for public disclosure which is primarily registration or the filing of a registration statement with the Securities and Exchange Commission. And then we discuss the requirements for individual disclosure to investors of the prospectus for a particular issuance. We talk about the limitations on a company that is going through the issuance process, what it can do with regard to selling or soliciting the purchase of securities during the period of registration. That is during the pre-registration and during the pendency and post-filing of the registration period. And we'll talk about the different forms of liability that can arise in the issuance process. From there, we jump to some exceptions to the registration requirements under the 33 Act. We talk about the concept of exempt securities, those that do not require registration and then exempt types of transactions where a specific transaction does not require registration. We'll visit specifically sections 3 and 4 in those statutory exemptions and then we'll talk about the primary sets of rule-based exemptions under Regulation A and then primarily the rule-based exemptions under Regulation D. And then we'll briefly mention the crowdfunding rules and the statutory authority for that type of activity. From there, we'll jump to the Securities Act of 1934. This generally covers the seller exchange of securities following issuance, that is the subsequent seller exchange of securities and it primarily applies to public companies but applies to generally any reporting company. So we'll talk about the different forms of disclosure that are required, the reports that must be filed with the Securities and Exchange Commission and made public. And we'll talk about the potential for liability in doing so. Particularly sections 10 and rule 10b-5 which prohibit fraud in the transfer of securities and is broadly interpreted to also include insider trading. And then we'll talk about sections 14, 16, and 18 which prohibit deceptive or practices or emissions of information in the seller transfer of securities in specific situations or context. From there, we'll end with state laws and the role of state law in securities regulation. These are generally called blue sky laws and we'll talk about the reason for that. We'll talk about the National Securities Market Improvement Act which has done a lot to make the compliance with state level securities registration far easier. We'll talk about the broad types of registration that states may require for an issuer of securities and then we'll talk about types of registration known as coordinated registration which generally makes it easier for a national company to comply with the registration requirements of multiple states without having to do multiple state filings. So collectively, that is the overall body of securities law.