This course covers concepts and problems in the regulation of securities transactions under the Securities Act of 1933, the basic federal statute governing rights, duties, and remedies in connection with the financing of business operations through the distribution of securities to the public. Topics covered will include the definition of a security and the exemptions from federal registration (crucial knowledge for the small business advisor), the registration process, the contents of the prospectus, civil liabilities, and the applicability of the 1933 Act to secondary transactions (sales of securities by persons other than the issuing entity). Because of the expansive scope of federal securities law and the draconian nature of the penalties imposed even for “innocent” violations, knowledge of this material is vital not only for business lawyers who advise large corporations but also those whose business clients are closely held. The course will not focus, however, on litigation strategy or technique. Classes are problem oriented.