Active Outline

General Information

Course ID (CB01A and CB01B)
PARAD092B
Course Title (CB02)
Corporate Securities Regulations
Course Credit Status
Credit - Degree Applicable
Effective Term
Fall 2023
Course Description
Substantive laws and procedural rules and forms related to California and federal corporate securities regulations.
Faculty Requirements
Course Family
Not Applicable

Course Justification

This course is in a CTE program. It was developed as an advanced course dealing with corporate law. This course belongs on the certificate and degree programs in Paralegal Studies. The course is CSU transferable. This course is an additional course within the corporate law area and fulfills the need for students to be able to perform paralegal tasks in the important local legal business of issuance of securities.

Foothill Equivalency

Does the course have a Foothill equivalent?
No
Foothill Course ID

Course Philosophy

Formerly Statement

Course Development Options

Basic Skill Status (CB08)
Course is not a basic skills course.
Grade Options
  • Letter Grade
  • Pass/No Pass
Repeat Limit
0

Transferability & Gen. Ed. Options

Transferability
Transferable to CSU only

Units and Hours

Summary

Minimum Credit Units
4.0
Maximum Credit Units
4.0

Weekly Student Hours

TypeIn ClassOut of Class
Lecture Hours4.08.0
Laboratory Hours0.00.0

Course Student Hours

Course Duration (Weeks)
12.0
Hours per unit divisor
36.0
Course In-Class (Contact) Hours
Lecture
48.0
Laboratory
0.0
Total
48.0
Course Out-of-Class Hours
Lecture
96.0
Laboratory
0.0
NA
0.0
Total
96.0

Prerequisite(s)

PARA D092A or professional experience appropriate to the topic

Corequisite(s)

Advisory(ies)

EWRT D001A or EWRT D01AH or ESL D005.

Limitation(s) on Enrollment

Entrance Skill(s)

General Course Statement(s)

Methods of Instruction

Lecture and visual aids

Discussion of assigned reading

Discussion and problem solving performed in class

In-class exploration of Internet sites

Quiz and examination review performed in class

Homework and extended projects

Collaborative learning and small group exercises

Assignments

  1. Oral
    1. Small group/class discussions and analysis of hypothetical legal problems
    2. Individual and/or small group presentations of course material
  2. Written
    1. Objective midterm exam
    2. In class and take-home written assignments analyzing cases, statutes and administrative regulations related to corporate securities
    3. In class and take-home written assignments analyzing and drafting documents related to corporate securities
    4. Objective and essay final examination
  3. Reading and Library
    1. Assigned readings from text and other references, including Internet materials
    2. Assigned readings from case reporters and codes

Methods of Evaluation

  1. Oral and written assignments that will be evaluated on the ability of the student to show an understanding of the regulation of securities and the role of the paralegal in the registration and issuance of securities
  2. One midterm exam and one final exam will be evaluated on the ability of the student to demonstrate an understanding of the law concerning the registration and issuance of securities

Essential Student Materials/Essential College Facilities

Essential Student Materials: 
  • None.
Essential College Facilities:
  • None.

Examples of Primary Texts and References

AuthorTitlePublisherDate/EditionISBN
Hazen, Thomas Lee, "Hazen's Securities Regulations in a Nutshell", 11th Ed., New York, N.Y.: West, 2016.
"California Corporations Code and Commercial Code with Corporate Securities Rules and Releases", San Francisco, CA: Matthew Bender, 2017.

Examples of Supporting Texts and References

AuthorTitlePublisher
Marsh, Harold W. and Volk, Robert H., "Practice Under the California Securities Laws", San Francisco, CA: Matthew Bender, 2016
The U.S. Securities and Exchange Commission at (http://www.sec.gov/)
The California Department of Corporations at (http://www.corp.ca.gov/)
The International Organization of Securities Commissions at (http://www.iosco.org/iosco.html)

Learning Outcomes and Objectives

Course Objectives

  • Describe the historical reasons for state and federal securities regulations
  • Define a "security" and related security transactions
  • Analyze the rules and regulations covering broker-dealers, agents, and investment advisors
  • Describe the methods and phases of the distribution of securities
  • Compare federal and state registration requirements and key forms
  • Explain Market Trading and the Securities Exchange Act of 1934
  • Summarize the exemptions from registration under the securities regulations
  • Explain the sanctions and remedies for violations of securities regulations
  • Identify the International Organization of Securities Commissions (IOSCO) and international securities regulations
  • Assess the gender, cultural and age factors in gathering factual information needed to process security registration forms

CSLOs

  • Differentiate between the Federal and State security regulations and requirements.

  • Demonstrate an understanding of the history of securities regulations and its impact on today's law.

  • Describe the methods and phases of distribution of securities.

Outline

  1. Describe the historical reasons for state and federal securities regulations
    1. History of securities regulation in California
    2. History of federal securities regulation
    3. Relationship of state, regional, national and international public authorities and self regulatory organizations
  2. Define a "security" and related security transactions
    1. Statutory construction of "security"
      1. Securities Act of 1933 and Regulations
      2. State Corporations Code and California Regulations
    2. Judicial Interpreations of meaning of "security"
      1. Federal cases: "S.E.C. v. W.J. Howey Co." (1946) 328 U.S. 293; "United Housing Foundation Inc. v. Forman" (1975) 421 U.S. 837; and other federal benchmark cases
      2. State cases: "Silver Hills Country Club v. Sobieski" (1961) 55 Cal. 2d 811; "Moreland v. Department of Corporations" (1987) 194 Cal. App. 3d 719; and other significant appellate level cases
    3. Securities "Transactions"
      1. Definition of "Issuers" statute and cases
      2. Definition of "Non-Issuers" statute and cases
      3. Recapitalization and reorganizations
  3. Analyze the rules and regulations covering broker-dealers, agents, and investment advisors
    1. Definitions
      1. Broker-dealers, traders, market makers
      2. Registered representatives and agents
      3. Associated person and compliance officers
      4. Investment advisors, financial planner "finder"
      5. Central Record Depository (CRD) information
    2. Qualification and licensing standards
    3. Discipline/Reporting requirements and access
  4. Describe the methods and phases of the distribution of securities
    1. Distribution methods
      1. Strict underwriting
      2. Firm-commitment underwriting
      3. Best-Efforts underwriting
      4. Investment banking
    2. The pre-filing period
      1. Preliminary negotiations
      2. Permissible communications
    3. The waiting period
      1. "Offer" vs. "sale" distinctions
      2. Statutory offers
      3. Oral offers
      4. "Tombstone Advertisements"
      5. Preliminary prospectus
      6. Summary and amended prospectus
    4. The post effective period
      1. Delivery or confirmation with prospectus
      2. Supplemental materials
      3. Shelf registration
  5. Compare federal and state registration requirements and key forms
    1. Federal vs. state jurisdiction
      1. Interstate commerce
      2. Intrastate commerce
    2. Federal Registration Statement
      1. Content
      2. Filing and effective date
      3. Electronic Data Gathering, Analysis, and Retrieval System (EDGAR)
    3. California application procedures for qualification
      1. Qualification by Coordination
      2. Qualification by Notification
      3. Qualification by Permit
      4. Special form requirements
      5. Filing and effective date
  6. Explain Market Trading and the Securities Exchange Act of 1934
    1. Structure of the Markets
      1. Stock exchanges
      2. Off exchange transactions
      3. Over-the-counter securities
      4. National market system and composite automatic quotation System (NASDAQ)
    2. Purpose of Act
      1. Stable market
      2. Minimal market manipulation
    3. Substantive Regulations
      1. Reporting requirements
      2. Credit regulation
      3. Protection of funds and securities
  7. Summarize the exemptions from registration under the securities regulations
    1. Exclusions from securities regulation
      1. Federal exclusions
      2. State exclusions
    2. Exempted securities
      1. Federal exemptions
      2. State exemptions
    3. Exempted securities transactions
      1. Federal-Regulations A, D
      2. State-Corporations Code Sections 25102, 25103, 25104
    4. Interpretative rulings
      1. S.E.C. opinions letters
      2. Office of Policy Interpretive opinions
  8. Explain the sanctions and remedies for violations of securities regulations
    1. Federal statutory prohibitions, liabilities and cases
    2. State statutory prohibitions, liabilities and cases
    3. Investigative procedures
      1. Complaints, ad surveillance, market watch
      2. Subpoenas and subpoenas duces tecum
    4. Sanctions and remedies
      1. Common law actions, statute of limitations and remedies
      2. Federal and state code sections and procedures
      3. Administrative orders, undertakings and restrictions on transfer
      4. Civil remedies
      5. Criminal remedies
  9. Identify the International Organization of Securities Commissions (IOSCO) and international securities regulations
    1. International Organization of Securities Commissions
      1. Purpose of organization
      2. Membership from the African-Middle East Region, Asia-Pacific Region, Inter-American Region, and European Region
    2. Locating international laws through LEXIS and Westlaw
  10. Assess the gender, cultural and age factors in gathering factual information needed to process security registration forms
    1. The paralegal role in obtaining factual information
    2. The client interview
    3. Understanding the client
Back to Top