Securities (SCGL)

SCGL 0299. Securitization. (2 Credits)

This course examines the legal aspects of the multi-trillion dollar securitization industry. Securitization is a method of finance which seeks to minimize the bankruptcy risks that are faced by commercial lenders, but it provides other benefits to lenders and borrowers alike. The course will focus on the bankruptcy law, uniform commercial code, banking law, tax and international law issues that arise in structuring securitization transactions and how such issues are addressed by securitization attorneys in today's legal and business environment.

Attributes: CORC, CRCP, LAWB, LLM.

SCGL 0402. Broker Dealer. (2 Credits)

This is a course on the regulation of securities broker dealers and investment advisers. This course is open to and welcomes JD and MSL students, regardless of background. The syllabus covers basic concepts of “what is a security,” insider trading, exemption from registration, SEC investigations, the role of the Financial Industry Regulatory Authority (FINRA) and state blue sky regulation. We will address the continually evolving nature and regulation of new products, such as bitcoin, futures, real estate investment trusts, exchange traded funds, swaps and derivatives. The course will also analyze major historic events in the securities markets, such as the Great Depression, the Great Recession, the rise and fall of Enron Corporation, the collapse of Lehman Brothers and AIG, the Bernie Madoff Ponzi scheme, and the impact of these events on the development of securities laws. We will analyze the role of lawyers in major Wall Street scandals, particularly Enron, and the professional responsibility of lawyers as gatekeepers and whistleblowers. The course will examine how the failure of Enron’s lawyers to prevent their client’s massive fraud led to new legal ethics rules by the Securities and Exchange Commission and the American Bar Association. We will examine how securities arbitration works, the competing interests of the investors’ bar and the broker-dealer bar, and the role of mediation and insurance in resolving securities disputes. The course will analyze the differing standards applied to broker-dealers and investment advisers, including the suitability rule, know your customer rule, fiduciary standard and SEC Regulation Best Interest. <p> This course aims to engage the students to fully participate in class discussions through the use of film excerpts from movies (such as Wall Street, Boiler Room, Enron: The Smartest Guys in The Room, Margin Call, Inside Job) and to apply and share their own experiences in class discussion. This is an interactive, discussion-based course that will adapt to the backgrounds and interests of the students, and to developing trends in the securities industry and its regulation. <p> This class is interactive, and will adapt to the backgrounds of the students. No prior background in securities regulation is required. There is an open book take home test.

Attributes: CORC, CRCP, LAWB.

SCGL 0417. Securities Regulation. (3 or 4 Credits)

Emphasizes the Securities Act of 1933, the registration process, statutory and administrative exemptions from registration, and civil liabilities. Surveys the reporting requirements of the Securities Exchange Act of 1934 and the state Blue Sky laws. Examines the role of the Securities and Exchange Commission and the ethical obligations of securities lawyers. Open to students who have completed at least one semester of Corporations and Partnerships.

Attributes: BFF, CORC, CRCP, LAWB, PIE.

Prerequisite: BUGL 0201 (may be taken concurrently).

SCGL 0423. Sec Regulations Refashioned. (2 Credits)

Securities Regulation Refashioned provides students with an insider’s perspective of the U.S. system of securities regulation and recent fundamental reforms. We will discuss the effects and effectiveness of topical regulation, such as the implementation of the Dodd-Frank and JOBS Acts. We will examine current issues in regulatory enforcement, including the prominent securities scandals and frauds of recent years. Students will also learn about the substantive and procedural law governing broker-dealers and investment banking firms. The course focuses on the real-world application of securities regulation and, where possible, seeks to provide students with practical experience in preparation for legal practice. In prior years, we have invited leading members of the securities industry to guest lecture during the course of the semester. Our syllabus is tentative, and we attempt to modify it during the semester to meet the students’ interests and respond to developments in the securities industry.

Attributes: CORC, CRCP, LAWB.

SCGL 0605. Securities Litigation. (2 Credits)

This course will be a review of and clinical exercises with respect to certain aspects of securities litigation. It will focus on the key differences between traditional civil litigation and securities litigation including class action procedures. The initial focus will be a review of the provisions of the key securities laws that can lead to liability, particularly Sections 11 and 12 of the Securities Act of 1933 and Section 10(b) of the Securities Exchange Act of 1934, and Rule 10b-5 thereunder. Intertwined with the review of Rule 10b-5 cases will be clinical components. First, a five minute moot oral argument (based only on materials assigned), addressing the issue of scienter on a motion to dismiss. Second, a five minute moot oral argument (based only on materials assigned) on a motion to dismiss or other key issues such as materiality, pleading standards, etc.<p> Again, no outside research is required or permitted for either of these exercises. The next phase will review a variety of recent Supreme Court decisions addressing current issues in class action certification. This next phase will also include a clinical component focusing on a review of an actual class action complaint and a motion to dismiss with a discussion as to the tactics, strengths and weaknesses presented. There will be a final clinical component at the end of the Rule 10b-5 and class action sections which will be the preparation of a draft brief insert with respect to a motion to dismiss of no longer than 500 words (two typewritten pages). Time permitting, we will also review less intensely insider trading issues, international securities fraud litigation, including the Morrison decision, and its argument before the Supreme Court, and securities arbitration as providing a remedy for individual investors. Because a general course in securities regulation is not a prerequisite, there may be digressions along the way on capital markets and other regulatory issues. The basic course text will be Nagy, Painter and Sachs, Securities Litigation and Enforcement: Cases and Materials. In addition, a compilation of the relevant statutes and regulations is required. Grading will be, 20% general class participation, 20% for each of three “practical” components (the two moot arguments and brief point draft) (or 60% total) and 20% from a final.

Attributes: LAWB, LLM.