Regulatory authorities -- State and federal laws -- Securities markets and securities dealers -- What is a security? -- The Integrated disclosure system -- Public offering of securities by companies -- The Multijurisdictional disclosure system and other cross-border offerings -- The Trust indenture Act -- Exempt offerings -- Secondary distributions and trading by affiliates -- Rule 144A and the PORTAL market -- Continuous disclosure -- Securities law violations -- Private express remedies -- Implied remedies-primarily rule 10b-5 -- Materiality and timely disclosure -- Reliance, fraud on the market, and causation -- Plaintiff's care -- Insider trading -- Reporting and short-swing profit liability under section 16 -- Fraud on shareholders -- Corporate governance and the federal securities laws -- Mergers and other corporate combinations -- Tender offers -- Proxy regulation -- Regulation of broker-dealers -- Regulation of investment advisers -- Investment companies -- SEC enforcement -- Venue, jurisdiction, damages, and procedure -- Transnational aspects -- SEC and the professional

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