C. Steven Bradford

Professor Steve Bradford

C. Steven Bradford Henry M. Grether, Jr. Professor of Law

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Biography

Professor Bradford joined the faculty in 1987. He received his B.S. degree (summa cum laude) from Utah State University in 1978; an M.P.P. from Harvard University in 1982; and a J.D. (magna cum laude) from Harvard Law School in 1982. From 1982 to 1986, he worked for the law firm of Jenkens & Gilchrist in Dallas, Texas and, during the 1986-87 academic year, he was a Visiting Assistant Professor of Law at Southern Methodist University.

Professor Bradford teaches Business Associations; Securities Regulation; Securities Brokers, Mutual Funds, and Investment Advisers; Accounting for Lawyers; and Corporate Mergers and Acquisitions.

Courses

Accounting for Lawyers Law 629/G (1-4 cr hr)
An introduction to basic accounting principles and the interaction of law and accounting. The goal is not to make students accountants, but to help them understand the accounting statements and terminology they are likely to encounter in legal practice. (Those who have previously taken accounting courses may enter only with the permission of the instructor.

Business Associations Law 632/G (4 cr hr)
An introduction to the law of business associations. This course examines the relationships among the various participants in business entities and, to a lesser extent, the relationships between business entities and outsiders.

Corporate Mergers and Acquisitions Law 636/G (3 cr hr) (Prereq: Law 632/G)
A study of corporate mergers and acquisitions, including tender offers. The course will examine the history of corporate acquisitions, their rationales, the legal duties of the officers and directors involved, different ways to structure a corporate acquisition, issues in negotiation and contracting, and securities law issues.

Securities Brokers, Mutual Funds, and Investment Advisers Law 723/G (3 cr hr) (Prereq: Law 632/G)
Securities investors use a variety of investment professionals and entities. They may invest directly with the assistance of brokers or investment advisers, or they may invest indirectly through mutual funds or hedge funds. This course covers the regulation of those investment professionals by federal securities law: the regulation of brokers under the Securities Exchange Act; the regulation of investment companies under the Investment Company Act; and the regulation of investment advisers under the Investment Advisers Act. *Neither securities regulation or any knowledge of federal securities law is a prerequisite for this course.

Securities Regulation Law 789/G (1-4 cr hr) (Prereq: Law 632/G or permission)
A survey of the statutes and regulations governing the distribution and trading of securities. Primary focus is on the Securities Act of 1933 and the Securities Exchange Act of 1934, with limited attention to state "blue sky" securities legislation.

Articles

Regulating Investment Crowdfunding: Small Business Capital Formation and Investor Protection,  6 Zeitschrift für Bankrecht und Bankwirtschaft/Journal of Banking Law and Banking 376 (December 2015)

“Make” Means “Make”: Rejecting the Fourth Circuit’s Two-Headed Interpretation of Janus Capital,  68 SMU L. REV. 645 (2015)

Shooting the Messenger: The Liability of Crowdfunding Intermediaries for the Fraud of Others,  83 U. CIN. L. REV. 371 (2015)

Facilitating Small Business Capital Formation in the United States: The JOBS Act, Crowdfunding, and Internet Securities Offering,  Korea Legislation Research Institute, Creative Economy Through Smart Regulation for Startups and Technological Innovation (2013)

Crowdfunding,  Practising Law Institute, Private Placements and Other Financing Alternatives 2013 pp. 181-213 (2013)

Crowdfunding and Federal Securities Law,  2012 Col. Bus. L. Rev. 1 (2012)

The Uniform and Model Act Lineage of Nebraska's Business Associations Statutes,  89 Neb. L. Rev. 493 (2011)

Digital Statutory Supplements for Legal Education: A Cheaper, Better Way,  59 J. Legal Educ. 515 (2010)

Does Size Matter?: An Economic Analysis of Small Business Exemptions from Regulation,  8 J. Small and Emerging Bus. L. 1 (2004)

The Cost of Regulatory Exemptions,  72 UMKC L. Review. 857 (2004)

Securities Regulation and Small Business: Rule 504 and the Case for an Unconditional Exemption,  5 J. Small and Emerging Bus. L. 1 (2001)

Expanding the Non-Transactional Revolution: A New Approach to Securities Registration Exemptions,  50 Emory Law Review 437 (2000)

Expanding the Investment Company Act: The SEC’s Manipulation of the Definition of Security,  60 Ohio St. L. J. 995 (1999)

Random Questions About Law School and the Law: The World’s First Socratic Law Review Article,  78 Neb. L. Rev. 587 (1999)

The SEC’s New Regulation CE Exemption: Federal-State Coordination Run Rampant,  52 U. Miami L. Rev. 429 (1998)

Transaction Exemptions in the Securities Act of 1933: An Economic Analysis,  45 Emory L. J. 591 (1996)

Regulation A and the Integration Doctrine: The New Safe Harbor,  55 Ohio St. L. J. 255 (1994), reprinted in 27 Securities L. Rev. 3 (1995)

As I Lay Writing: How to Write Law Review Articles for Fun and Profit,  44 J. Legal Educ. 13 (1994)

What Happens if Roe is Overruled? Extraterritorial Regulation of Abortion by the States,  35 Ariz. L. Rev. 87 (1993)

Ten Reasons to Attend Law School,  1993 Brigham Young U. L. Rev. 921 (1993)

Rule 144A and Integration,  20 Sec. Reg. L. J. 37 (1992)

The Possible Future of Private Rights of Action for Proxy Fraud: The Parallel Between Borak and Wilko,  70 Neb. L. Rev. 306 (1991), reprinted in 24 Securities L. Rev. 355 (1992)

The Gettysburg Address as Written by Law Students Taking an Exam,  86 Nw. U. L. Rev. 1094 (1992), reprinted in Robert M. Jarvis, et al, eds., Amicus Humoriae: An Anthology of Legal Humor (2003)

Conflict of Laws and the Attorney-Client Privilege: A Territorial Solution,  52 U. Pitt. L. Rev. 909 (1991)

Following Dead Precedent: The Supreme Court's Ill-Advised Rejection of Anticipatory Overruling,  59 Fordham L. Rev. 39 (1990)

Stampeding Shareholders and Other Myths: Target Shareholders and Hostile Tender Offers,  15 J. Corp. L. 417 (1990)

The Nebraska Shareholders' Protection Act: Economic Protectionism,  C.W. Bowmaster, ed., [Outlook '89: Issues and Perspectives] (6th Annual Midwest Conference on Business 1989)

Protecting Shareholders From Themselves? A Policy and Constitutional Review of a State Takeover Statute,  67 Neb. L. Rev. 459 (1988)

Books

Basic Accounting Principles for Lawyers(3d ed. 2014)

Digital Securities Law: Statutes and Regulations(semi-annually, 2009-2011)

Basic Accounting Principles for Lawyers(2d ed. 2008)

Basic Accounting Principles for Lawyers: With Present Value and Expected Value (with Gary Adna Ames)(1996)

Nebraska 'How-To' Practice Manual (editor), Vols. 3-4 (Business Organizations)(2d ed. 1996)

Presentations

My Client's About to Commit Securities Fraud: What Should I Do?, CLE Presentation, UNL College of Law, Lincoln, Nebraska , April 4, 2016

Regulating Investment Crowdfunding: Small Business Capital Formation and Investor Protection, Third Annual Crowdinvesting Symposium, Ludwig Maximilian University-Munich, Munich, Germany, Oct. 23, 2015

Two Crowfunding Exemptions: The Federal Exemption and the Nebraska State Exemption, Securities Law Section Seminar, Nebraska State Bar Association Annual Meeting, La Vista, Nebraska, October 7, 2015

How to Ruin a Presentation with PowerPoint, CALI Annual Conference on Law School Computing, Denver, Colorado, June 19, 2015

Crowdfunding Intermediaries and Issuer Fraud, Crowdfunding Regulations and Their Implications, 27th Annual Corporate Law Center Symposium, University of Cincinnati College of Law, Cincinnati, Ohio, March 28, 2014

Asking the Audience for Help: Crowdfunding as a Means of Control (panel discussion), Fighting for Control in Entertainment and Sports, Texas Review of Entertainment & Sports Law, Austin, Texas, September 13, 2013

Facilitating Small Business Capital Formation in the United States: The JOBS Act, Crowdfunding, and Internet Securities Offerings, Creative Economy through Smart Regulation for Startups and Technological Innovation, Korean Legislation Research Institute, Seoul, South Korea, July 24, 2013

Crowdfunding: Legal Research Agenda, Crowdfunding and Its Implications for the Entrepreneurial Ecosystem: Setting the Research Agenda, Deming Center for Entrepreneurship, Leeds School of Business, University of Colorado-Boulder, Boulder, Colorado, July 13, 2013

Will Equity-Based Crowdfunding Fundamentally Change the Entrepreneurial System?, panel discussion at Crowdfunding and Its Implications for the Entrepreneurial Ecosystem: Setting the Research Agenda, Deming Center for Entrepreneurship, Leeds School of Business, University of Colorado-Boulder, Boulder, Colorado, July 13, 2013

Crowdfunding, Private Placements and Other Financing Alternatives 2013, Practising Law Institute, April 15, 2013

Sizing Up the JOBS Act, 2013 Silicon Flatirons Annual Entrepreneurship Conference: The Future of Entrepreneurial Finance, March 21, 2013

Recurring Themes in the Regulation of Securities Offerings: The Crowdfunding Exemption, Faculty Colloquium, University of Colorado Law School, March 21, 2013

Crowdfunding, Service Corps of Retired Executives (Omaha, NE Chapter), November 15, 2012

Everything You Need to Know About Crowdfunding, Private Equity and Venture Capital Committee, American Bar Association Annual Meeting, August 3, 2012

The JOBS Act in Action: Overseeing Effective Implementation That Can Grow Jobs, testimony before the Subcommittee on TARP, Financial Services and Bailouts of Public and Private Programs, U.S. House of Representatives Committee on Oversight and Government Reform, June 26, 2012

Crowdfunding, Small Business, and the New Federal Crowdfunding Exemption, State Science and Technology Institute, June 21, 2012 (webinar)

Crowdfunding and Federal Securities Law, National Council of Entrepreneurial Tech Transfer, April 18, 2012 (webinar)

Crowdfunding, Small Business, and Government Regulation, Center for Entrepreneurship, College of Business Administration, University of Nebraska-Lincoln, Lincoln, Nebraska, April 13, 2012

Crowdfunding and Federal Securities Law, Securities Regulation Committee, New York State Bar Association, New York City, New York, March 14, 2012 (via phone)

Crowdfunding, SEC Government-Business Forum on Small Business Capital Formation, Washington, D.C., November 17, 2011

Creating Digital Statute Books, CALI Annual Conference on Law School Computing, Boulder, Colorado, June 20, 2009

Writing CALI Lessons, CALI Criminal Procedure Fellows, Association of American Law Schools Annual Meeting, New York, New York, Jan. 3, 2008

The Future of Casebooks: Can Anyone Deliver What I Want?, (with Amanda Rockers and John Mayer). CALI Annual Conference on Law School Computing, Las Vegas, Nevada, June 18, 2007

CALI Lessons and Other Interactive Technology, Section of Teaching Methods Program: Materials for the Classroom: The Usual Suspects and New Ideas, Association of American Law Schools Annual Meeting, Washington, D.C., January 4, 2007

Securities Regulation, UNL undergraduate Government Regulation class, Nov. 10, 2006

Computer-Assisted Instruction in the Classroom, Committee on Business Law Education Program: At the Intersection of Knowledge Management and Associate Development: Using Technology to Train Business Lawyers, ABA Section of Business Law 2006 Spring Meeting, Tampa, Florida, April 6, 2006

Corporate Crime, Aurora Public Schools problem-solving team, Lincoln, Nebraska, May 23, 2005

Law School and Preparing for Law School, University of Nebraska-Lincoln Pre-Law Club, Lincoln, Nebraska, February 15, 2005

Using CALI Lessons, ABA Conference: Pedagogy to Practice: Maximizing Legal Education with Technology, Newark, New Jersey, October 16, 2004

Why Every Law Professor Should Author a CALI Lesson, (with Mary LaFrance and Robert Lind), CALI Annual Conference on Law School Computing, Seattle, Washington, June 17, 2004

The Cost of Regulatory Exemptions, Annual Meeting of the European Association of Law and Economics, Athens, Greece, September 19, 2002

Reviewing CALI Lessons, (with Lawrence Wilkins). CALI Editorial Board meeting, CALI Annual Conference on Law School Computing, Chicago, Illinois, June 20, 2002

An Economic Analysis of Small Business/Small Transaction Exemptions from Regulation, Annual Meeting of the American Law and Economics Association, Georgetown University Law Center, Washington, D.C., May 12, 2001

Securities Regulation and Small Business: The Recent Case of the Rule 504 Exemption, Forum on the Regulation of Small and Emerging Business, Lewis and Clark Northwestern School of Law, Portland, Oregon, October 6, 2000

Changes to Rule 504: The SEC’s Small Offering Exemption, University of Nebraska College of Law and School of Accountancy Estate and Business Planning seminar, Lincoln, Nebraska, May 11-12, 2000

Compliance Duties of Corporate Directors, Corporate Counsel Section Luncheon, Nebraska State Bar Association Annual Meeting, Lincoln, Nebraska, October 17, 1997

Liability and Indemnification of Directors and Officers: Proposed Changes to the Nebraska Business Corporation Act, Nebraska Continuing Legal Education Business Law seminar, Omaha, Nebraska, March 31, 1995

Business Ethics and Hostile Takeovers, panel discussion presented in connection with the Nebraska Repertory Theatre's production of the play "Other People's Money," Lincoln, Nebraska, July 11, 1991

Duties of Directors, Officers, and Majority Shareholders, Nebraska Continuing Legal Education, Counseling the Closely Held Corporation seminar, Omaha, Nebraska, February 22, 1991

Media

 

Other

Lawyers’ Responses to Audit Inquiries,  CALI Lesson (2012)

Accounting for Contingencies,  CALI Lessons (2012)

An Introduction to Depreciation,  CALI Lesson (2012)

Methods of Depreciation,  CALI Lesson (2012)

Inventory and the Cost of Goods Sold,  CALI Lesson (2012)

Inventory: The Lower-of-Cost-or-Market Rule,  CALI Lesson (2012)

Shareholder Voting Rights in Fundamental Changes,  CALI Lesson (2004)

Shareholder Voting Rights in Fundamental Changes,  CALI Lesson (2003)

Shareholder Appraisal Rights,  CALI Lesson (2003)

Partnership Dissociation  CALI Lesson (2003)

Partnership: Dissolution and the Article 7 Buyout Obligation,  CALI Lesson (2003)

Partnership: Winding Up, Partnership Accounts, and the Distribution of Profits and Losses,  CALI Lesson (2003)

What is a Director’s Conflicting Interest Transaction?,  CALI Lesson (2002; revised 2007)

Judicial Review of Directors’ Conflicting Interest Transactions,  CALI Lesson (2002; revised 2007)

Shareholder Voting: Straight vs. Cumulative,  CALI Lesson (2002)

Section 16(b) of the Securities Exchange Act of 1934  CALI Lesson (2002)

Corporate Distributions  CALI Lesson (2002)

Shareholder Agreements Under Section 7.32 of the MBCA  CALI Lesson (2002)

Business Financing and the Federal Securities Laws  CALI Lesson (2002)

Education

J.D., magna cum laude, 1982, Harvard Law School
M.P.P., 1982, Harvard University
B.S., summa cum laude, 1978, Utah State University

Areas of Expertise

Appointments

Hevelone Research Chair, 2005-06
Earl Dunlap Distinguished Professor of Law, 2002
Cline Williams Professor of Law, 1999
Professor of Law, 1995
Associate Professor of Law, 1991
Assistant Professor of Law, 1987