Securities Regulation: Money-Raising, from Start-up through IPO and the Emerging Crowdfunding Market
A complex web of securities regulations governs the process by which businesses raise capital in the United States. This course reviews the legal regime governing capital formation, from angel financing and venture capital rounds that fuel start-up activity in Silicon Valley, through the initial public offerings (IPOs) by which companies "go public" (with special reference to the recent Twitter and Facebook IPOs), and reporting obligations that arise once firms are publicly traded. The course also explores pending "crowdfunding" regulations that might lead to retail "kickstarter-style" stock sales over the internet. At the opposite end of the capitalization spectrum, the course examines the "Rule 144A market" through which many of the world's largest entities raise billions of dollars a year in U.S. markets, without ever becoming subject to SEC public disclosure requirements. Special Instructions: If you have taken Law 559: Modern Securities Regulation (Sonsini) then you may not take Law 591: Securities Regulation (Grundfest). If you have taken Law 542: Modern Securities Fraud Litigation (Eth) you may take Law 591: Securities Regulation (Grundfest). Elements used in grading: Class attendance, participation and final exam.