Capital Markets Regulation

This course, a joint offering of the Law School and the Business School, concerns the regulation of capital markets: The Exchanges and the variety of other institutions devoted to the trading of securities. Secondary trading markets perform three important social functions. They provide liquidity for investors, allow more efficient allocation of risk, and incorporate information into prices (which in turn serve as vital guides to real economic activity). The reliability and effectiveness with which capital markets perform these functions and their costs of operation are determined in significant part by the rules governing the persons who operate, and trade in, these markets. The course will begin with a consideration of major domestic and transnational capital market institutions. It will then address the economic theory that explains how capital markets operate and the incentives that motivate their various players. These beginning segments lay the groundwork for a more informed discussion of the substantive law that governs capital markets. The course, with its focus on persons who operate or trade in capital markets, should be distinguished from Securities Regulation, which is devoted primarily to the regulation of the behavior of issuers and their agents in connection with the primary offering and secondary trading of their securities.