Capital Markets and Securities Regulation

Course Description: 

The aim of this two-credit course is to provide the students with a solid understanding of the fundamental institutions, problems and solutions connected to the world of capital markets and in particular with the tasks imposed on the regulatory bodies in shaping and enforcing the related regulations in market economies.

Although the basic approach will be comparative, the federal securities regulatory framework of the United States will serve as the benchmark to discuss the fundamental issues of this hybrid, multi-faced and rapidly changing field of law. The American developments will be primarily contrasted with the respective laws of Germany (as a representative of bank-based systems) and the European Union the extent possible. In addition to that – to profit from the unique opportunity that our university is located at the heart of Central Eastern Europe and has a diverse students body predominantly coming from this ‘transitory’ region and from other emerging markets (e.g., Africa) – and is thus in the unique position to directly follow the development of the fledgling capital markets of the region, whenever possible a special attention will be given to this peculiar part of the world.

Heightened attention will be given also to such pathological phenomena as the collapse of Enron and its repercussion, the Credit Crunch and the ensuing global financial crisis (2008) as well as peculiar examples from some of the students’ home countries (in particular pyramid and Ponzi schemes).

The material covered is designed to be of direct use to students planning to work with international law firms, banks and other financial organizations, regulatory agencies, to future academics interested in the field and to judges encountering problems of the sort for the very first time in many of the emerging systems (e.g., pyramid and Ponzi schemes from the United States to the post-socialist countries or the future of securitization after the Credit Crunch and the global financial crisis).

Learning Outcomes: 

-Mastering the complex terminology of capital markets and securities regulation.

-Students are expected to find themselves the relevant statutes/laws as well as provisions discussed during the course.

-Besides the fact that the course is based on comparative law approach – what in and of itself introduces the students into the diversity and cultural sensitivity of doing business nowadays – special emphasis will be given to fundamental differences among legal families. For example, the systemic and other differences between the regulatory approaches of the European Union versus that of the United States.

-The comparative teaching method will show to the students that as a rule more than a single model of solving legal problems is available. This, in other words, requires critical thinking esp. about one’s own legal system and stimulates critical thinking also about other legal systems. The discussion on Enron, the Credit Crunch as well as pyramid and Ponzi schemes aims exactly at highlighting the important of critical thinking in the realms of the subject.


Assessment is based 70% on a final exam and 30% for constructive class participation.