Securities Regulation: Raising Capital in U.S. Markets, from Start-up through IPO and Beyond
Relying on Silicon Valley's venture capital process as a template, this course examines the legal regime governing capital formation from the earliest angel investing rounds, through billion dollar private placement mega-rounds, initial public offerings (IPO's), and subsequent governance as a publicly traded firm. The course also covers newly emerging crowd-funding markets, secondary market mechanisms that allow employees of privately held VC-backed firms to sell or hypothecate shares prior to an IPO, as well the operation of Rule 144A markets in which large foreign firms tap US institutional investors for billions in financing without ever registering with the SEC. The course relies extensively on recent transactions including the Alibaba, Etsy, and GoPro IPOs. Students interested in a complete comprehension of the securities regulation process are also advised to take the Spring Securities Litigation course. Elements used in grading: Final exam.