Securities

Lesson Viewed

The Capital Asset Pricing Model

This lesson teaches the Capital Asset Pricing Model. It begins by discussing risk and its control by diversification, and how betas measure the risk of diversified portfolios.

The lesson is designed to guide the student through the CAPM in detail as part of a Corporate Finance or Mergers & Acquisitions course. In courses that do not cover the CAPM in detail, such as Business Association courses or Securities Regulation, this lesson can be used as further study or for skimming.

Lesson Viewed

Free Writing Prospectuses Under Rule 433

This is an introduction to Securities Act Rules 164 and 433 and the requirements for free-writing prospectuses under Rule 433. Before taking this lesson, students should have a basic understanding of the registration requirement of the Securities Act of 1933, especially the restrictions in section 5 of that Act. The lesson provides links to the relevant statutory and regulatory provisions, but you might find it helpful to have your own copy of the Securities Act and Securities Act Rules 164 and 433.

Lesson Viewed

An Introduction to the Federal Crowdfunding Exemption: Part 1

This lesson is the first part of a two-part introduction to the federal crowdfunding exemption from the registration requirement of the Securities Act of 1933. Before taking this lesson, students should have a basic understanding of the Securities Act of 1933 and its registration requirement.

The lesson provides links to the relevant regulatory provisions, but you might find it helpful to have your own copy of Regulation Crowdfund as you take the lesson. That regulation appears at 17 C.F.R. § 227.10 et seq. and is included in every statutory supplement published for securities regulation courses.

However, the crowdfunding exemption is long and complicated. This lesson does not attempt to cover every detail of the rules.

Learning Outcomes
On completion of the lesson (and the second related lesson), the student will be able to:
1. Apply the basic requirements of the exemption to determine if it is available to a particular offering.
2. Explain how crowdfunding offerings work.
3. Apply the offering amount limitation.
4. Explain which issuers are eligible to use the exemption.
5. Discuss and apply the restrictions applicable to crowdfunding investors.
6. Restate the limitations on crowdfunding intermediaries and how they must conduct offerings pursuant to the exemption.
7. Describe the disclosure requirements of the exemption.
8. Apply the resale restrictions applicable to crowdfunded securities.
9. Understand the protection available for insignificant deviations from the exemption's requirements.

Lesson Viewed

An Introduction to the Federal Crowdfunding Exemption: Part 2

This lesson is the second part of a two-part introduction to the federal crowdfunding exemption from the registration requirement of the Securities Act of 1933. You should not take this lesson until after you have completed Part 1.

Before taking this lesson, students should have a basic understanding of the Securities Act of 1933 and its registration requirement.

The lesson provides links to the relevant regulatory provisions, but you might find it helpful to have your own copy of Regulation Crowdfund as you take the lesson. That regulation appears at 17 C.F.R. § 227.10 et seq. and is included in every statutory supplement published for securities regulation courses.

However, the crowdfunding exemption is long and complicated. This lesson does not attempt to cover every detail of the rules.

Lesson Viewed

Regulation D: The Rule 504 Exemption

This lesson is an introduction to Rule 504 of Regulation D, an exemption from the registration requirement of the Securities Act of 1933. Before taking this lesson, students should have a basic understanding of the Securities Act of 1933 and its registration requirement.

The lesson provides links to the relevant regulatory provisions, but you might find it helpful to have your own copy of Regulation D as you take the lesson.

Lesson Viewed

Resales of Securities Under Rule 144

This lesson is an introduction to the Rule 144 safe harbor exemption for resales of securities. It discusses the basic conditions under which both affiliates and non-affiliates may resell securities without Securities Act registration. Before working through this lesson, students should have a basic understanding of the registration requirement of the Securities Act of 1933 and the restrictions in section 5 of that Act. The lesson provides links to the relevant regulatory provisions, but you might find it helpful to have your own copy of Rule 144.

Lesson Viewed

Rule 701 and Compensatory Benefit Plans

This lesson is an introduction to Securities Act Rule 701, which exempts offers and sales of securities pursuant to compensatory benefit plans. It discusses the conditions which an issuer is required to meet to avoid registering such an offering.

Before taking this lesson, students should have a basic understanding of the Securities Act of 1933 and its registration requirement. The lesson provides links to the relevant regulatory provisions, but you might find it helpful to have your own copy of Rule 701.

Lesson Viewed

Section 11 of the Securities Act - Part 1: Basic Requirements

This lesson is one of two lessons on section 11 of the Securities Act of 1933, which imposes liability for false or misleading registration statements. This lesson focuses on the basic requirements of a section 11 action; the other lesson discusses the defenses to liability in section 11(b). You should take this lesson first.

A basic understanding of registered securities offerings is helpful, but not essential, to understand this lesson.

Lesson Viewed

Section 11 of the Securities Act - Part 2: Due Diligence and Other Defenses

This is one of two lessons on section 11 of the Securities Act of 1933, which imposes liability for false or misleading registration statements. This lesson discusses the defenses to liability in section 11(b); the other lesson focuses on the basic requirements of a section 11 action. You should take the other lesson before beginning this lesson.

A basic understanding of registered securities offerings is helpful, but not essential, to understand this lesson.

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