This course will introduce students to U.S. securities regulation, with a particular focus on the issues securities regulation issues faced by startup companies. This course will provide a detailed look at startups and the securities regulatory environment in which they operate that will cover both private and public securities transactions in the United States. In broad categories, this course will cover: (a) the Securities Act of 1933 and the Securities Exchange Act of 1934; (b) the basic principles of securities law; (c) private securities offerings; (d) initial public offerings and public securities offerings; (e) deal mechanics and documentation; (f) disclosure; (g) securities regulation liabilities (e.g., antifraud provisions and insider trading); (h) state securities regulation; (i) secondary trading of securities; and (j) significant regulatory reforms such as the Sarbanes-Oxley Act and the JOBS Act.



While primarily a law course, this course will also include significant business, economic and finance elements (although a background in those areas is not necessary). It is not possible to be a competent securities regulation lawyer without understanding those business, economic and finance elements.



This course qualifies for the upper-level writing requirement.