This course is a survey of the federal securities laws governing the distribution and trading of securities.
Topics include materiality, mandatory disclosure, the definition of a security, antifraud rules, insider trading, public and private offerings of securities, secondary transactions, liability, and enforcement. 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. Prerequisite or co-requisite: Business Associations or permission of the instructor.
This course is an introduction to the law of for-profit businesses. The spring 2021 section, and future fall sections, cover doctrine through statutes and case law; practical concepts relevant to advising business clients; and transactional documents at the core of business law. The class is designed as a survey of business association law, with a primary focus on transactional work relevant to clients who may be small businesses or participants in them. Topics include the formation, operation, combination, and dissolution of unincorporated and incorporated business firms; as well as the relationships between owners and managers (principal-agent, partners, joint venturers, limited partners, limited liability partners, members and managers of LLCs, and shareholders, officers, and directors for corporations) and, to a lesser extent, their relationships with outsiders.
How do businesses raise money to finance operations and growth? How do investors provide that financing? What is the role of lawyers in facilitating these deals? This course offers something for future transactional lawyers and litigators alike. Students will become familiar with how businesses, investors, and fiduciaries (such as trustees) decide to put money to work. They will also be exposed to principles that recur in corporate, securities, and bankruptcy litigation. The first half of class focuses on finance for lawyers, and may cover concepts such as fundamental and market value, market efficiency, the time value of money and discounting, prudent investing in modern portfolio theory, and behavioral finance. The second half focuses on the financial transactions that businesses use to raise money. The second half works through transactions in firms’ capital structure, including various forms of basic and preferred equity financing, and basic and fancy debt financing. Prerequisite or co-requisite: Business Associations or permission of the instructor.
Contract Design in the Shadow of Regulation, 98 Nebraska Law Review 874
Comment, Summary Dismissals, 77 University of Chicago Law Review 1841
The Polar Bear Treaty and the Changing Geography of the High Arctic, 3 Journal of Animal Law & Ethics 141
Moral Reasoning in International Law, with Roger P. Alford, in The Role of Ethics in Inter-national Law, (Donald Earl Childress III, ed., Cambridge University Press)
Contract Design in the Shadow of Regulation, University of Chicago Law School, Legal Scholarship Workshop (invited) Midwestern Law and Economics Association annual conference
Moral Reasoning in International Law, University of Chicago Law School, Chicago International Law Society American Society for International Law conference (with Roger Alford)
Sovereign Power, Human Rights, and Hypocrisy Costs, University of Chicago, Law Culture & Society workshop
Robinhood Promises Free Trades. Did Alex Kearns Pay With His Life? Mother Jones, April 29, 2021
Robinhood's CEO is not licensed by a powerful Wall Street regulator CNN, February 4, 2021