Securities Regulation

Class Information Spring 2019

  • 3 units
  • Class No.: 82262
  • Meets: Tues & Thur
  • Time: 6:00 p.m. - 7:15 p.m.
  • Location: 205
  • Exam: Apr 30, 2019 6:00 p.m.
  • Course Description

Nancy Wojtas


Securities Regulation

Certificate(s): High Tech Law - Corporate Specialization Only

Course Description:

This course explores the legal issues implicated when a corporation attempts to raise money by selling securities, such as common stock, preferred stock and fixed income instruments. The primary focus is on the Securities Act of 1933, as amended, with some attention to the Securities Exchange Act of 1934, as amended, as well as the rules and interpretations associated with those statutes issued by the Securities and Exchange Commission. The course is transaction oriented. The aim is to train students to represent companies and their senior officers so that they can successfully negotiate the capital raising process. There is a strong emphasis on the problems of technology companies in this process. This course is most useful to students who plan to work for corporate law firms as either transactional lawyers or litigators, or who plan to work in house for startups or publicly traded companies. Business Organizations is a pre-requisite. An interest in financial issues and theory is helpful. Grades will be based largely on the final exam, which is a three hour open book exam. Prerequisite: 248 Business Organizations. Approved IP LL.M. course.

Class Notes:

Professional Skills Course

This transaction-oriented course offers an introduction to the two most important federal securities laws: the Securities Act of 1933 and the Securities Exchange Act of 1934. The course explores the disclosure obligations these statutes impose on the distribution and trading of investment securities such as common stock, preferred stock, debt and cryptocurrency, with the goal of training students to represent public and private companies in successfully negotiating the capital raising process. Topics to be covered include the preparation of disclosure documents, exemptions from disclosure requirements, the relationship between disclosure obligations and anti-fraud rules, and the duties of participants in securities transactions. The course will also explore whether these laws should apply to the distribution and trading of cryptocurrency, such as bitcoin, ether and the over 2000 tokens currently trading on foreign and, in some cases, domestic currency exchanges and will examine the regulatory efforts of the Securities and Exchange Commission in the cryptocurrency space.

Prerequisite:  Business Organizations (248)