Drafting Securities Filings

3 credits · Law School

This drafting course will examine and analyze the structure, organization and details of and reporting requirements governing the principal forms used for filings with the SEC under the Securities Act of 1933 ("Securities Act"), and the Securities Exchange Act of 1934 ("Exchange Act"), with an emphasis on the drafting issues and techniques. Additionally, we will examine important rules and techniques for communicating with the public generally, including compliance with Securities Act Section 5's "communication rules" as well as Regulations FD and G and the guidance for using non-GAAP measures. There will be short drafting assignments throughout the semester in which students will comment on drafts of actual press releases or other corporate communications and prepare mock portions of securities filings (e.g., 8-Ks and Securities Act registration statements). We also will discuss the ethical responsibilities of attorneys in securities transactions. Limited Enrollment. Prerequisite or Co-requisite: Securities Regulation (LAW 8190). [3]