The course will offer an in-depth study, both from the regulator’s and private practitioner’s perspectives, of frequently invoked exemptions from the registration requirements of the Securities Act of 1933 that otherwise apply to offerings of securities.
Students successfully completing this course will be positioned to analyze whether a particular transaction exemption under the Securities Act is available and, if so, how to maximize its protections. The course will emphasize the “nuts-and-bolts” of the transaction exemptions as well as the circumstances and motivations under which the exemptions are sought and claimed. The major topics to be taught will include the Section 4(a)(2) private offering exemption and the Rule 506 safe harbor thereunder, the Section 4(a)(1) “ordinary market trading” exemption, and the Section 3(a)(9) exemption for exchanges of securities. Recent developments, such as Rule 506(c) of Regulation D, the amendments to Regulation A, and the crowdfunding rules, will also be covered. In that most securities transactions take place pursuant to an exemption, this course will provide an opportunity for students to analyze and structure securities transactions and will heighten their understanding of an evolving area of securities law