This course offers a challenging introduction to the federal securities laws, covering the Securities Act of 1933 and the Securities Exchange Act of 1934, as well as the detailed, complex regulations enacted by the Securities and Exchange Commission (SEC) thereunder.  Topics to be covered include the policy rationales underlying the U.S. securities regime, economic theory and analysis, the concept of materiality, the definition of security, disclosure obligations, antifraud liability under Rule 10b-5 of the ’34 Act and Section 11 of the ’33 Act, the calculation of damages under the various anti-fraud statutes, insider trading prohibitions, Section 16 of the ’34 Act, Regulation FD, and the duties of participants in public offerings under the elaborate gun-jumping regulations of Section 5 of the ’33 Act. This course is designed for students specifically interested in securities litigation or securities transactional practice and not merely for the general corporate or business litigation practitioner.