†Advanced Issues in Capital Markets: Role of Counsel for Issuers and Underwriters in an Initial Public Offering (30223). 2 units. 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, which will drive consideration of a wide range of legal and practical issues (including related issues under the Securities Exchange Act of 1934).
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; etc.) drawn from actual IPOs, supplemented by PowerPoint presentations and memoranda prepared by the instructors, as well as SEC materials, accounting literature, and treatise excerpts. Reading materials will be tailored in scope, with a focus on facilitating each session’s discussion and course assignments. Additional materials also will be provided for further, optional reading where desired and to provide useful reference tools for future practice.
Students will engage in drafting exercises, in-class analysis and mock negotiations (including negotiation of an underwriting agreement). 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 and legal/business capital markets issues more generally. Grading will be based on performance on experiential assignments and class participation. The first session of the course will include an overview of the U.S. federal securities law regulatory framework. This will serve as an important refresher for those who already have studied securities regulation (which is encouraged) and as a basic foundation for those who may not yet have extensive knowledge of the topic. Enrollment limited to twenty. Permission of the instructors required. C. B. Brod and A.E. Fleisher.
Note: Students will be able to drop the course in accordance with standard YLS policies.