Class Schedule and Assignments: Class 1: Introduction and Overview Primary Market for Securities. Topics: Introduction and course overview.

Transcription

1

2 Class Schedule and Assignments: Class 1: Introduction and Overview Primary Market for Securities Introduction and course overview. Background Class 2: Finding Capital Through the Internet The Primary Market: Offering Securities On-Line JOBS Act Overview of Internet crowdfunding Case Studies Section 5 of the Securities Act, 15 U.S.C. 77e. Section 4(2) of the Securities Act, 15 U.S.C. 77d(2). Regulation A Regulation D Jumpstart Our Business Startups (JOBS) Act Use of Electronic Media for Delivery Purposes, Securities Act Release No (Oct. 13, 1995) In the Matter of Michael Migliozzi II and Brian William Flatow, SEC Release No (June 8, 2011) Eliminating the Prohibition Against General Solicitation and General Advertising in Rule 506 and Rule 144A Offerings, SEC Release No (July 10, 2013) Regulation Crowdfunding Class 3: Global Reach of Internet Offerings Globalization of the Capital Markets Offers/solicitations of securities via the Internet from outside the US Offers of advisory services via the Internet from outside the US Internet activities of foreign broker-dealers and securities markets Jurisdiction 2

3 Regulation S Interpretation: Re: Use of Internet Web Sites To Offer Securities, Solicit Securities Transactions, or Advertise Investment Services Offshore, SEC Release No (March 23, 1998) In the matter of Banco Espirito Santo S.A. Securities and Exchange Commission Order Instituting Administrative and Cease and Desist Proceedings (Release Nos. 9270; 65608; 3304; File No ). Class 4: Reporting Requirements Compliance with Exchange Act reporting requirements over the internet EDGAR eproxy: delivery of proxy materials to shareholders via the Internet - notice and access rules. Internet voting platform Relevant Statutes and Regulations Exchange Act reporting requirements Proxy Rules Reg FD Internet Availability Of Proxy Materials, SEC Release No (January 22, 2007) Shareholder Choice Regarding Proxy Materials, SEC Release No (July 26, 2007) SEC Guidance on the Use of Company Websites Release No (Aug 2008) 21A Report on Netflix Class 5: Investment Advice and Brokerage Services over the Internet Use of Social Media to offer/solicit securities transactions Impact of the Internet on the Broker-Dealer Community Overview of broker-dealer regulation Crowdfunding Intermediaries The Effect of Technology in the Way Investors Obtain Investment Advice 3

4 Online Investment Advice Services Within the Current Regulatory Scheme Relevant Statutes, Regulations: Regulation SP Use Of Electronic Media By Broker-Dealers, Transfer Agents, And Investment Advisers For Delivery Of Information, SEC Release No (May 9, 1996) Exemption for Certain Investment Advisers Operating Through the Internet, SEC Release IA-2091 (December 12, 2002) Web portals release and Schwab No action letters FINRA Guidance on Social Media Use (2011) & SEC IM Risk Alert (Jan 2012) SEC IM Guidance Update on Social Media Filings by Investment Companies (March 2013) In the Matter of Anthony Fields, SEC Initial Decision Release No. 474 (December 5, 2012) Class 6: The Internet and Securities Markets Clearance and Settlement and the Fixed Income Market From Buttonwood to Electronic Communications Networks to high frequency trading Regulations of securities exchanges Alternative Trading Systems Online bulletin boards and chat rooms Market Data and linkages evolution of the availability of trading information to improve the quality of markets. Overview of clearance and settlement mechanics and relevant regulations 1975 Acts Amendments Reg. NMS Reg. ATS SEC Rule 14a-8 SEC 2010 Concept Release on Market Structure SEC Order fining NASDAQ over Facebook Offering Article re BATS failed self-offering 4

5 In the matter of Wedbush Securities, Inc., Jeffery Bell, and Christina Fillhart - Securities and Exchange Commission Order Instituting Administrative and Cease and Desist Proceedings; Release Nos ; 3845; File No In the matter of Liquidnet, Inc. - Securities and Exchange Commission Order Instituting Administrative and Cease and Desist Proceedings; Release Nos. 9596; 72339; file No Class 7: Securities Fraud over the Internet Overview of anti-fraud provisions of the federal securities laws Analysis of sample schemes over the Internet NEI Webworld related materials; Jakob, Hoke, Moldofsky, Zbierajewski, Snyder SEC v. Paul S. Berliner, Civil Action No. 08-CV-3859 (JES) (S.D.N.Y.), available at Class 8: Securities Fraud over the Internet and Review Privacy Act limitations on SEC staff Discoverability of , IM, Instagrams, Tweets, etc Review 5