This course analyzes the regulations governing the capital formation process in the United States. The course explains the process by which companies register securities with the SEC in order to go public, and the reporting obligations that arise once companies are publicly traded. The course also analyzes the process by which companies raise capital through private placements (the dominant capital formation process in Silicon Valley), restrictions on the resale of privately placed securities, recent legislation allowing "crowdfunding" of certain enterprises, and the securities law liabilities that arise in these transactions. About a third of the course consists of problem sets based on a series of “motivating hypotheticals.” Students will therefore gain hands-on experience in analyzing problems and advising clients in a complex regulatory area.

Learning outcomes - students will have achieved the following:

1. Acquire a basic understanding of the economics of corporate transactions and the practical impact that securities law has on deals and the structure of a business transaction.

2. Gain a detailed familiarity with the nuances of federal securities law.

3. Attain transactional understanding of the offering process, the key players and the value they each bring to the table.

4. Develop a strong understanding of how corporate law theories influences the shaping of the legal landscape.