S. Capital Markets Litigation

This class will focus on high stakes litigation under the federal securities laws and state laws governing the fiduciary duties of officers and directors, examining how cases are actually conducted and resolved, from the practical perspective of a litigator who has been "in the trenches" for more than forty years. The class will examine the real world drivers that determine which cases are filed, the theories of liability that plaintiffs seek to pursue and the defenses raised in response, as well as reviewing each important stage in the litigation "life cycle", including motions to dismiss and motions for class certification . Students will also gain insight "behind the scenes" as we explore the critically important role played by directors' and officers' liability insurance and then turn to the economics and strategy of the settlement negotiation process by which almost all securities class actions that are not dismissed at the pleadings stage are ultimately resolved. One class will be devoted to an interactive settlement negotiation in which each student will represent a party. Throughout the course, we will discuss concrete examples drawn from recent judicial decisions and currently pending cases and we will touch upon a number of hot topics and unsettled issues including (for example) the recent waves of litigations involving cyber, SPAC transactions, developments in the law of "scheme" liability and the increasing importance of ESG as a subject of regulatory, investor and litigator attention. A number of guest speakers will join us in the course of the semester, including a experienced member of the plaintiff's class action bar and an economist who will focus on how the parties and the experts battle over loss causation and damages . The class will meet once per week for 14 weeks for two hours. Starting with the second class of the semester, each student will be expected to make a presentation of approximately 30 minutes in length that introduces a substantive securities law topic , identifying the two or three most interesting questions raised by that week' s topic and answering questions from the other students. Those presentations will provide the basis for 25% of the grade for the course. At end of the term, in lieu of a final exam, each student will be asked to develop a recommended multi-faceted strategy for prosecuting or defending a hypothetical securities class action and will prepare a detailed outline of a brief (limited to 15 pages) that identifies the arguments available for either obtaining dismissal of the lawsuit, or permitting it to continue past the pleading stage. Students will then conduct a mock oral argument. Students will be evaluated on the quality of the plan, the outline of the brief and on the oral argument. This exercise will form the basis for 50% of the grade . The remaining 25% will be based on the quality of class participation. It is expected that there will be approximately 50 pages of reading per week, drawn from recent case law as well as briefs and expert reports. The readings each week are subject to change to take into account important judicial decisions directly relevant to the subject of that week's class.