Professor Tamara Belinfanti
This is a skills based course whose aim is to provide students with an overview of the "nuts and bolts" of doing a U.S. Securities law offering. The course will be taught from the perspective of a junior transactional associate at a law firm and will walk students through the different stages from diligence to closing, which are involved in executing a securities law deal. Stages that will be covered are: (i) the diligence process; (ii) structuring the deal; (iii) documenting and negotiating the deal; (iv) handling "mark ups"; (v) obtaining "ancillary necessities" such as required licenses, necessary consents, debt ratings, stock exchange listings or clearance, and auditor "comfort"; (vi) going to the printers; and (vii) organizing closings. At each stage of the deal, students will explore their role as junior associate and what their expected responsibilities will include. Students will also be introduced to the "cast of characters" that a junior associate is likely to encounter on a securities deal, and examine the junior associate's role vis-a-vis each character type - partner; senior and mid-level associates; paralegals; underwriters/investment bankers; in-house counsel; auditors, etc. Finally, the course will explore the role of, and protocol for, various types of group conference calls; one-on-one phone calls; and client memoranda. The course will be organized around the different "stages" of a deal and each class will include a different "Fire Drill" issue/problem that students will be invited to collaboratively work through and solve. Course materials will be a combination of articles on law firm practice and actual deal documents from each stage of the deal. Throughout the semester, guest lecturers/participants from law firms, investment banks and/or in-house departments will be invited to present on topics and/or to participate in simulated class exercises.
Grades will be based on one or more written exams. Enrollment in Securities Regulation is helpful but not required.