Apart from their assigned mod courses, 1L students may only enroll in courses offered as 1L electives. A complete list of these courses can be found on the 1L Elective Listings page. 1L students must use the 1L class number listed on the course description when enrolling.
255.52 sec. 001 - Reforming our Securities Laws (Spring 2026)
Instructor: Andrew Charles Baker (view instructor's teaching evaluations - degree students only)
View all teaching evaluations for this course - degree students only
Units: 2
Grading Designation: Graded
Mode of Instruction: In-Person
Meeting:
Th 10:00 AM - 11:50 AM
Location: Law 12
From January 15, 2026
To April 23, 2026
Course End: April 23, 2026
Class Number: 34193
Enrollment info:
Enrolled: 13
Waitlisted: 0
Enroll Limit: 41
As of: 03/05 12:27 AM
This course explores the history, evolution, and future of U.S. securities regulation. We begin with the origins of the federal securities regime in the wake of the Great Depression, examining how the Securities Act of 1933 and the Securities Exchange Act of 1934 sought to restore investor confidence, reduce information asymmetries, and stabilize capital markets. From there, we trace key amendments and episodes of reform—including the 1964 Exchange Act amendments, the Foreign Corrupt Practices Act, the Private Securities Litigation Reform Act, Sarbanes-Oxley, and Dodd-Frank—to understand how political pressures, economic crises, and innovations in finance have shaped the law’s trajectory.
The course then turns to contemporary debates, asking whether the existing disclosure-based model adequately addresses the challenges of modern markets. Topics include the costs of compliance for smaller issuers, the effectiveness of private versus public enforcement, the rise of cryptocurrency and decentralized finance, the treatment of foreign offerings, and the scope of exemptions for private placements. Students will engage with scholarly critiques, regulatory proposals, and industry perspectives to assess the strengths and weaknesses of the current framework.
In the final portion of the course, students will develop and defend their own reform proposals targeting specific features of the securities regime. Possible areas for reform include the “gun-jumping” rules, regulation of emerging asset classes, foreign issuer disclosure obligations, and exemptions for private offerings. Students will prepare a policy paper and present their proposal in a workshop format, receiving feedback from peers and refining their arguments.
Exam Notes: (SP) Presentations that count for a significant portion of the grade
(Subject to change by faculty member only through the first two weeks of instruction)
Course Category: Business Law
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