Law 605 - Regulation of the Securities Market Structure


General Course Description:

This seminar will examine the regulatory regime governing the securities market structure, which encompasses interconnected trading venues, such as securities exchanges and over-the-counter networks, and the underlying trading process. This increasingly automated and decentralized architecture is quickly evolving as a result of the demutualization of trading venues, technological advances, the emergence of high-frequency trading, new regulatory initiatives, and other factors. The regulatory framework of the securities market structure, as an integral part of securities regulation, has been a key issue at least since the 1960s, and its current complexity—and uncertainty about its future outlook—is hard to overestimate. Furthermore, it is important to recognize the impact of the securities market structure and its regulation on the real economy. This seminar will address a number of key issues: the regulatory foundations of the National Market System; self-regulation and SEC regulation of trading venues and other self-regulatory organizations under federal securities law; regulation of competing business models of different trading venues; regulation of high-frequency trading, proprietary trading, and other trading strategies; regulation of market data distribution; the concept of best execution and the related “trade-through” and “trade-at” concepts; regulation of fragmentation, dark pools, and internalization; regulation of market makers’ obligations and privileges; regulation of access fees and intermarket linkages; regulation of the trading infrastructure, such as co-location arrangements; and the impact of the securities market structure and its regulation on capital formation and economic growth. The seminar will discuss several key economic terms and concepts, including economic justification for and critique of public and private regulation.

While there is no required textbook, the readings will include legal cases, administrative adjudications, adopted and proposed regulatory initiatives, such as numerous SEC releases and the Dodd-Frank Act of 2010, treatise excerpts, policy papers, and articles from legal and business publications. Grades will be based on a seminar paper, for which potential topics will be suggested, class / discussion board participation, and, time permitting, a short presentation. Law 236 (Securities Regulation) is strongly recommended. This seminar satisfies the SAW requirement.

Course Information:


This course is not offered in 2013 - 2014.


Previous Course Offerings:


​Faculty Term Course Section ​Schedule ​Units Requisite Satisfies SAW
Lynn Stout 11F 605 SEM 1 W 5:00 PM - 7:00 PM 3.0 No No
Stanislav Dolgopolov 13S 605 SEM 1 W 5:00 PM - 6:50 PM 3.0 No Per instructor's discretion


Categories: Admin & Govt Reg - Economic & Consumer Regulation; Admin & Govt Reg - Financial Regulation; Bankruptcy; Business Law Specialization – JD - Bankruptcy Track; Business Law Specialization – JD - General Business Track; Business Law Specialization – JD - Mergers and Acquisitions Track; Business Law Specialization – JD - Securities Regulation Track; Business Law Specialization – JD - Taxation Track; Business Law Specialization – LLM - General Business Track; Business Law Specialization – LLM - Securities Regulation Track; Taxation & Public Finance;