ABOUT THE SECURITIES LITIGATION COURSE AND COURSE MATERIALS

The course materials cover considerable more ground than we can cover in our class room discussion. The focus of our classroom discussion for each major topic consists of one or more hypotheticals based on actual class actions, including documents filed with the court(s) in such actions. We provide guidance for the related materials, but each student is free to choose their own path in dealing with the problems raised by the hypotheticals, very much as the lawyers involved in the case would have to do in order to prepare the relevant documents, memoranda, and oral arguments. We attempt to take advantage of hypertext and linking for those who like most of us do not think in a linear fashion. You choose the direction you want to go by following the links of your choice, but for the most part we choose the questions that will focus our discussion.

For each main topic area, we commence with a very general discussion of what we are attempting to cover. That is followed by the relevant facts including illustrative documents to the extent available. We then come to the questions based on the facts and documents and variations of the facts to the extent necessary to broaden our coverage. The questions include links to the extensive text materials covering the topic area that follow and to source materials such as statutes and cases. The links to cases are to the case in Westlaw. To recapitulate, for each topic area there are four parts to the course materials as follows: 1. Background. 2. Facts and documents. 3. Questions that are the basis for class discussion. 4. Links to extensive text materials and source materials that, hopefully, provide answers to the questions.

We have  a syllabus with a list of the topics and hypotheticals and an ambitious schedule designed to cover those topics that we will follow. Use the syllabus and its links to the hypothetical and the links within the hypotheticals as a basis for class preparation. For those of you who need the feel of paper to learn, there will be two copies of Securities Law Handbook (2003 ed.) on reserve. Volume 2 of Securities Law Handbook relates exclusively to securities litigation and includes coverage of all the topic areas we will cover in the course, although much of what is required of the SEC under Sarbanes-Oxley will continue to unfold during the course of the semester.. The Securities Exchange CD is also available in the Learning Center classroom.

The syllabus and the links it includes should be your main guide to what we will have an opportunity to cover. We suggest, however, to appreciate the materials available  that you use the links to the eight table of contents and table of effective dates below to get the big picture. The Table of Contents to Chapter 1 relates to the substantive law under the Securities Act that provide the basis for initiating a private action. Chapter 2 is your introduction to the Private Securities Litigation Reform Act (PSLRA) and focuses on the initiating a private class action, selection of lead plaintiff, and selection of lead counsel. Chapter 3 focuses on meeting the enhanced pleading requirements of the PSLRA designed to provide a basis for dismissing frivolous actions before plaintiff is allowed to initiate discovery. Chapter 4 covers the PSLRA provisions relating to discovery, sanctions, and settlements. Chapter 5 focuses on the PSLRA safe-harbor for forward-looking statements. Chapter 6 covers enforcement actions by the SEC. We have a separate table of contents for materials relating to the Enron scandal and the private action(s) that followed in its wake with in depth coverage of the selection of lead plaintiff/counsel and the court's ruling on the motion to dismiss of the so-called secondary actors (investment banks, the accountants, and the lawyers. We also have a separate table of contents for Sarbanes-Oxley Act related materials focusing on those provisions relevant to the bringing of private actions and SEC enforcement actions. The Table of Effective Dates includes links to a number of the more relevant provisions of the Sarbanes-Oxley Act, information as to when each provision becomes effective, and links to the rules and proposed rules that the Act directs the Commission  to adopt by specific dates to implement specific provisions.

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