Course Section | Columbia Law School

Section Description Provided by Instructor

Prerequisite: L6231 Corporations; Open to LLM students who have completed a course in Corporations or Business Associations.

This course focuses on capital raising transactions, beginning with the initial public offering, then moving to offerings by mature companies, then private placements and other exempt offerings. Some attention will be given to derivatives and asset-backed securitizations. Close study of the Securities Act of 1933 and the rules thereunder will be emphasized. Special attention will also be given to the Dodd-Frank Act and the 2008 financial crisis that led up to its enactment. Other major areas of concentration include: (1) the liability provisions of the federal securities laws; (2) the extraterritorial application of the federal securities laws (including Regulation S and Rule 144A); and (3) the JOBS Act and other recent deregulatory efforts to simplify and expedite the offering process.