†Advanced Issues in Capital Markets: Role of Counsel for Issuers and Underwriters in an Initial Public Offering (21764). 2 units, credit/fail. This advanced securities law seminar will provide insights into the lawyer’s participation in the capital markets practice. The organizing principle will be the role of counsel for issuers and underwriters in the execution of an initial public offering (“IPO”) registered with the U.S. Securities and Exchange Commission (“SEC”) pursuant to the Securities Act of 1933 (“Securities Act”), which will drive consideration of a wide range of legal and practical issues.
The sessions will be oriented around the key steps required at each stage of the IPO process. Students will read primarily transaction documents (e.g., registration statements; underwriting agreements; legal opinions; etc.) drawn from actual IPOs, supplemented by slide decks and memoranda prepared by the instructors, as well as SEC materials, accounting literature, and treatise excerpts. In addition, students will engage in drafting exercises, presentations and mock negotiations. The course will also focus on certain key transaction management skills, including in respect of “situational judgment.” Guest speakers from the investment banking and corporate communities will be invited for special sessions to present their perspectives on the IPO process. Enrollment limited to sixteen to twenty. Permission of the instructors required. C. B. Brod and A.E. Fleisher.
Course Selection: In addition to listing this course among experiential permission selections, students should submit a brief personal statement with respect to their interests in the class and prior relevant courses taken by December 10 at 4:30 p.m.
Note: Attendance at the first class meeting is mandatory. Students will be able to drop the course in accordance with standard YLS policies.