Course Schedule

Secured Credit is a key class for many types of students. It's essential for student heading into transactional careers or those in litigation in commercial law. It is also crucial for litigators, including public-interest attorneys, who win cases and want their clients to actually collect the money they've won. It is important for other students as well because credit is one of the major systems underlying the U.S. and global economies. Top legal professionals - as Texas Law graduates will be - must have a familiarity with it. This course covers a breadth of credit systems: consumer, business, secured, and unsecured – with a significant emphasis on commercial secured lending. This course also covers a fundamental question not addressed elsewhere in law school curriculum: once you win that big court case, how do you collect money from the other side? (Or, once you lose that big court case, how do you avoid paying?) Students will engage with real-world-based problems, financial current events, and practical strategies for addressing financial problems in consumer, small business and corporate contexts. The course's primary body of law is Article 9 of the Uniform Commercial Code, but it also touches on bankruptcy topics and real estate law. A secured loan is one in which the debtor and lender agree that if the debtor does not pay, the lender can take specific items of property from the debtor. This property is called collateral, and the lender is said to have a security interest in the collateral. The collateral may be tangible property such as inventory, equipment, and consumer goods, or intangible property such as stocks and bonds or the debtor's right to collect from people who owe money to her. This Secured Credit course examines how secured transactions are structured and why they are structured that way. It covers the mechanics of making secured loans, the rules that govern repossessing the collateral if the debtor doesn't pay, and what can happen to security interests if the debtor goes bankrupt. It also examines the priority rules that rank competing claims to the same collateral. Through the problem method, students will learn skills that can be applied to a variety of statutes in law school and many types of legal careers.

Secured Credit is a key class for many types of students. It's essential for student heading into transactional careers or those in litigation in commercial law. It is also crucial for litigators, including public-interest attorneys, who win cases and want their clients to actually collect the money they've won. It is important for other students as well because credit is one of the major systems underlying the U.S. and global economies. Top legal professionals - as Texas Law graduates will be - must have a familiarity with it. This course covers a breadth of credit systems: consumer, business, secured, and unsecured – with a significant emphasis on commercial secured lending. This course also covers a fundamental question not addressed elsewhere in law school curriculum: once you win that big court case, how do you collect money from the other side? (Or, once you lose that big court case, how do you avoid paying?) Students will engage with real-world-based problems, financial current events, and practical strategies for addressing financial problems in consumer, small business and corporate contexts. The course's primary body of law is Article 9 of the Uniform Commercial Code, but it also touches on bankruptcy topics and real estate law. A secured loan is one in which the debtor and lender agree that if the debtor does not pay, the lender can take specific items of property from the debtor. This property is called collateral, and the lender is said to have a security interest in the collateral. The collateral may be tangible property such as inventory, equipment, and consumer goods, or intangible property such as stocks and bonds or the debtor's right to collect from people who owe money to her. This Secured Credit course examines how secured transactions are structured and why they are structured that way. It covers the mechanics of making secured loans, the rules that govern repossessing the collateral if the debtor doesn't pay, and what can happen to security interests if the debtor goes bankrupt. It also examines the priority rules that rank competing claims to the same collateral. Through the problem method, students will learn skills that can be applied to a variety of statutes in law school and many types of legal careers.

Secured Credit is a key class for many types of students. It's essential for student heading into transactional careers or those in litigation in commercial law. It is also crucial for litigators, including public-interest attorneys, who win cases and want their clients to actually collect the money they've won. It is important for other students as well because credit is one of the major systems underlying the U.S. and global economies. Top legal professionals - as Texas Law graduates will be - must have a familiarity with it. This course covers a breadth of credit systems: consumer, business, secured, and unsecured – with a significant emphasis on commercial secured lending. This course also covers a fundamental question not addressed elsewhere in law school curriculum: once you win that big court case, how do you collect money from the other side? (Or, once you lose that big court case, how do you avoid paying?) Students will engage with real-world-based problems, financial current events, and practical strategies for addressing financial problems in consumer, small business and corporate contexts. The course's primary body of law is Article 9 of the Uniform Commercial Code, but it also touches on bankruptcy topics and real estate law.

A secured loan is one in which the debtor and lender agree that if the debtor does not pay, the lender can take specific items of property from the debtor. This property is called collateral, and the lender is said to have a security interest in the collateral. The collateral may be tangible property such as inventory, equipment, and consumer goods, or intangible property such as stocks and bonds or the debtor's right to collect from people who owe money to her. This Secured Credit course examines how secured transactions are structured and why they are structured that way. It covers the mechanics of making secured loans, the rules that govern repossessing the collateral if the debtor doesn't pay, and what can happen to security interests if the debtor goes bankrupt. It also examines the priority rules that rank competing claims to the same collateral. Through the problem method, students will learn skills that can be applied to a variety of statutes in law school and many types of legal careers.

This course covers credit transactions in which the loan is secured by an interest in personal property. Secured credit is a very important part of both consumer and commercial lending. This course will study both contexts, examining how secured transactions are structured and why they are structured that way. These transactions are largely governed by Article 9 of the Uniform Commercial Code. The course does not cover loans secured by mortgages on real estate. A secured loan is one in which the debtor and lender agree that if the debtor does not pay, the lender can take specific items of property from the debtor. This property is called collateral, and the lender is said to have a security interest in the collateral. The collateral may be tangible property such as inventory, equipment, and consumer goods, or intangible property such as stocks and bonds or the debtor's right to collect from people who owe money to him. The course examines the mechanics of making secured loans, the rules that govern repossessing the collateral if the debtor doesn't pay, and what can happen to security interests if the debtor goes bankrupt. It also examines the priority rules that rank competing claims to the same collateral. There may be many such claims. More than one secured lender may have a security interest in the collateral; unsecured creditors may seize the collateral to collect a judgment; customers or other third parties may buy the collateral; the collateral may be affixed to real estate and become subject to the claims of people with interests in the real estate. This is also a course in statutory construction. We will devote very careful attention to using and interpreting the Uniform Commercial Code and the Bankruptcy Code. We will progress from relatively simple statutory provisions to quite difficult ones, learning the skills that can be applied to all sorts of statutes. Westbrook sometimes offers a one-hour adjunct to the Secured Credit course. This Secured Credit workshop adjunct course is open only to those taking his regular three-hour Secured Credit course. Requirements include a small number of additional classes and a 15-20 page paper on a Secured Credit topic. A student who takes this adjunct course gets one four-hour grade based on a combination of the student's examination in the regular course and performance in the one-hour course (especially on the paper). Enrollment is limited. Taking the workshop is not required to take the main three hour course. Students who choose the Workshop have included those who want to study advanced commercial law topics and theory, but also those who have no business background and want a cushion rather than putting the whole grade on a final exam.  While the course is not remedial or tutorial, philosophy or art history majors usually find it makes them more comfortable and confident in the main course.

In addition to the textbooks listed, there will also be supplemental class materials available for download via Canvas.

Secured Credit is a key class for many types of students. It's essential for student heading into transactional careers or those in litigation in commercial law. It is also crucial for litigators, including public-interest attorneys, who win cases and want their clients to actually collect the money they've won. It is important for other students as well because credit is one of the major systems underlying the U.S. and global economies. Top legal professionals - as Texas Law graduates will be - must have a familiarity with it. This course covers a breadth of credit systems: consumer, business, secured, and unsecured – with a significant emphasis on commercial secured lending. This course also covers a fundamental question not addressed elsewhere in law school curriculum: once you win that big court case, how do you collect money from the other side? (Or, once you lose that big court case, how do you avoid paying?) Students will engage with real-world-based problems, financial current events, and practical strategies for addressing financial problems in consumer, small business and corporate contexts. The course's primary body of law is Article 9 of the Uniform Commercial Code, but it also touches on bankruptcy topics and real estate law.

A secured loan is one in which the debtor and lender agree that if the debtor does not pay, the lender can take specific items of property from the debtor. This property is called collateral, and the lender is said to have a security interest in the collateral. The collateral may be tangible property such as inventory, equipment, and consumer goods, or intangible property such as stocks and bonds or the debtor's right to collect from people who owe money to her. This Secured Credit course examines how secured transactions are structured and why they are structured that way. It covers the mechanics of making secured loans, the rules that govern repossessing the collateral if the debtor doesn't pay, and what can happen to security interests if the debtor goes bankrupt. It also examines the priority rules that rank competing claims to the same collateral. Through the problem method, students will learn skills that can be applied to a variety of statutes in law school and many types of legal careers.

This course covers credit transactions in which the loan is secured by an interest in personal property. Secured credit is a very important part of both consumer and commercial lending. This course will study both contexts, examining how secured transactions are structured and why they are structured that way. These transactions are largely governed by Article 9 of the Uniform Commercial Code. The course does not cover loans secured by mortgages on real estate. A secured loan is one in which the debtor and lender agree that if the debtor does not pay, the lender can take specific items of property from the debtor. This property is called collateral, and the lender is said to have a security interest in the collateral. The collateral may be tangible property such as inventory, equipment, and consumer goods, or intangible property such as stocks and bonds or the debtor's right to collect from people who owe money to him. The course examines the mechanics of making secured loans, the rules that govern repossessing the collateral if the debtor doesn't pay, and what can happen to security interests if the debtor goes bankrupt. It also examines the priority rules that rank competing claims to the same collateral. There may be many such claims. More than one secured lender may have a security interest in the collateral; unsecured creditors may seize the collateral to collect a judgment; customers or other third parties may buy the collateral; the collateral may be affixed to real estate and become subject to the claims of people with interests in the real estate. This is also a course in statutory construction. We will devote very careful attention to using and interpreting the Uniform Commercial Code and the Bankruptcy Code. We will progress from relatively simple statutory provisions to quite difficult ones, learning the skills that can be applied to all sorts of statutes. Westbrook sometimes offers a one-hour adjunct to the Secured Credit course. This Secured Credit workshop adjunct course is open only to those taking his regular three-hour Secured Credit course. Requirements include a small number of additional classes and a 15-20 page paper on a Secured Credit topic. A student who takes this adjunct course gets one four-hour grade based on a combination of the student's examination in the regular course and performance in the one-hour course (especially on the paper). Enrollment is limited. Taking the workshop is not required to take the main three hour course. Students who choose the Workshop have included those who want to study advanced commercial law topics and theory, but also those who have no business background and want a cushion rather than putting the whole grade on a final exam.  While the course is not remedial or tutorial, philosophy or art history majors usually find it makes them more comfortable and confident in the main course.

In addition to the textbooks listed, there will also be supplemental class materials available for download via Canvas.

Secured Credit is for students who want to practice commercial law – and for those who do not. Credit is one of the major systems underlying the U.S. and global economies, so understanding it is crucial for all future lawyers, including public interest lawyers. This course covers a breadth of credit systems: consumer, business, secured, and unsecured – with a significant emphasis on commercial secured lending. This course also covers a fundamental question not addressed elsewhere in law school curriculum: once you win that big court case, how do you collect money from the other side? (Or, once you lose that big court case, how do you avoid paying?) Students will engage with real-world-based problems, financial current events, and practical strategies for addressing financial problems in consumer, small business and corporate contexts. The course's primary body of law is Article 9 of the Uniform Commercial Code, but it also touches on bankruptcy topics and real estate law. A secured loan is one in which the debtor and lender agree that if the debtor does not pay, the lender can take specific items of property from the debtor. This property is called collateral, and the lender is said to have a security interest in the collateral. The collateral may be tangible property such as inventory, equipment, and consumer goods, or intangible property such as stocks and bonds or the debtor's right to collect from people who owe money to him. This Secured Credit course examines how secured transactions are structured and why they are structured that way. It covers the mechanics of making secured loans, the rules that govern repossessing the collateral if the debtor doesn't pay, and what can happen to security interests if the debtor goes bankrupt. It also examines the priority rules that rank competing claims to the same collateral. There may be many such claims. More than one secured lender may have a security interest in the collateral; unsecured creditors may seize the collateral to collect a judgment; customers or other third parties may buy the collateral. This is also a course in statutory construction. We will devote very careful attention to using and interpreting the Uniform Commercial Code, the Bankruptcy Code, and non-uniform state law. We will progress from relatively simple statutory provisions to quite difficult ones, learning the skills that can be applied to a variety of statutes.

This course covers credit transactions in which the loan is secured by an interest in personal property. Secured credit is a very important part of both consumer and commercial lending. This course will study both contexts, examining how secured transactions are structured and why they are structured that way. These transactions are largely governed by Article 9 of the Uniform Commercial Code. The course does not cover loans secured by mortgages on real estate. A secured loan is one in which the debtor and lender agree that if the debtor does not pay, the lender can take specific items of property from the debtor. This property is called collateral, and the lender is said to have a security interest in the collateral. The collateral may be tangible property such as inventory, equipment, and consumer goods, or intangible property such as stocks and bonds or the debtor's right to collect from people who owe money to him. The course examines the mechanics of making secured loans, the rules that govern repossessing the collateral if the debtor doesn't pay, and what can happen to security interests if the debtor goes bankrupt. It also examines the priority rules that rank competing claims to the same collateral. There may be many such claims. More than one secured lender may have a security interest in the collateral; unsecured creditors may seize the collateral to collect a judgment; customers or other third parties may buy the collateral; the collateral may be affixed to real estate and become subject to the claims of people with interests in the real estate. This is also a course in statutory construction. We will devote very careful attention to using and interpreting the Uniform Commercial Code and the Bankruptcy Code. We will progress from relatively simple statutory provisions to quite difficult ones, learning the skills that can be applied to all sorts of statutes. Westbrook sometimes offers a one-hour adjunct to the Secured Credit course. This Secured Credit workshop adjunct course is open only to those taking his regular three-hour Secured Credit course. Requirements include a small number of additional classes and a 15-20 page paper on a Secured Credit topic. A student who takes this adjunct course gets one four-hour grade based on a combination of the student's examination in the regular course and performance in the one-hour course (especially on the paper). Enrollment is limited. Taking the workshop is not required to take the main three hour course. Students who choose the Workshop have included those who want to study advanced commercial law topics and theory, but also those who have no business background and want a cushion rather than putting the whole grade on a final exam.  While the course is not remedial or tutorial, philosophy or art history majors usually find it makes them more comfortable and confident in the main course.

Secured Credit is for students who want to practice commercial law – and for those who do not. Credit is one of the major systems underlying the U.S. and global economies, so understanding it is crucial for all future lawyers, including public interest lawyers. This course covers a breadth of credit systems: consumer, business, secured, and unsecured – with a significant emphasis on commercial secured lending. This course also covers a fundamental question not addressed elsewhere in law school curriculum: once you win that big court case, how do you collect money from the other side? (Or, once you lose that big court case, how do you avoid paying?) Students will engage with real-world-based problems, financial current events, and practical strategies for addressing financial problems in consumer, small business and corporate contexts. The course's primary body of law is Article 9 of the Uniform Commercial Code, but it also touches on bankruptcy topics and real estate law. A secured loan is one in which the debtor and lender agree that if the debtor does not pay, the lender can take specific items of property from the debtor. This property is called collateral, and the lender is said to have a security interest in the collateral. The collateral may be tangible property such as inventory, equipment, and consumer goods, or intangible property such as stocks and bonds or the debtor's right to collect from people who owe money to him. This Secured Credit course examines how secured transactions are structured and why they are structured that way. It covers the mechanics of making secured loans, the rules that govern repossessing the collateral if the debtor doesn't pay, and what can happen to security interests if the debtor goes bankrupt. It also examines the priority rules that rank competing claims to the same collateral. There may be many such claims. More than one secured lender may have a security interest in the collateral; unsecured creditors may seize the collateral to collect a judgment; customers or other third parties may buy the collateral. This is also a course in statutory construction. We will devote very careful attention to using and interpreting the Uniform Commercial Code, the Bankruptcy Code, and non-uniform state law. We will progress from relatively simple statutory provisions to quite difficult ones, learning the skills that can be applied to a variety of statutes.

This course covers credit transactions in which the loan is secured by an interest in personal property. Secured credit is a very important part of both consumer and commercial lending. This course will study both contexts, examining how secured transactions are structured and why they are structured that way. These transactions are largely governed by Article 9 of the Uniform Commercial Code. The course does not cover loans secured by mortgages on real estate. A secured loan is one in which the debtor and lender agree that if the debtor does not pay, the lender can take specific items of property from the debtor. This property is called collateral, and the lender is said to have a security interest in the collateral. The collateral may be tangible property such as inventory, equipment, and consumer goods, or intangible property such as stocks and bonds or the debtor's right to collect from people who owe money to him. The course examines the mechanics of making secured loans, the rules that govern repossessing the collateral if the debtor doesn't pay, and what can happen to security interests if the debtor goes bankrupt. It also examines the priority rules that rank competing claims to the same collateral. There may be many such claims. More than one secured lender may have a security interest in the collateral; unsecured creditors may seize the collateral to collect a judgment; customers or other third parties may buy the collateral; the collateral may be affixed to real estate and become subject to the claims of people with interests in the real estate. This is also a course in statutory construction. We will devote very careful attention to using and interpreting the Uniform Commercial Code and the Bankruptcy Code. We will progress from relatively simple statutory provisions to quite difficult ones, learning the skills that can be applied to all sorts of statutes. Westbrook sometimes offers a one-hour adjunct to the Secured Credit course. This Secured Credit workshop adjunct course is open only to those taking his regular three-hour Secured Credit course. Requirements include a small number of additional classes and a 15-20 page paper on a Secured Credit topic. A student who takes this adjunct course gets one four-hour grade based on a combination of the student's examination in the regular course and performance in the one-hour course (especially on the paper). Enrollment is limited. Taking the workshop is not required to take the main three hour course. Students who choose the Workshop have included those who want to study advanced commercial law topics and theory, but also those who have no business background and want a cushion rather than putting the whole grade on a final exam.  While the course is not remedial or tutorial, philosophy or art history majors usually find it makes them more comfortable and confident in the main course.

Westbrook often offers this one-hour adjunct to the Secured Credit course. This Secured Credit workshop adjunct course is open only to those taking his regularthree-hour Secured Credit course. It covers the same subject matter. The course has two main purposes: offering especially interested students a look at cutting edge issues beyond what is covered in the basic course; and giving students a chance to be evaluated in part by a paper rather than just an examination. It also provides a small class experience. Requirements include a small number of additional classes and a 15-20 page paper on a Secured Credit topic. A student who takes this adjunct course gets one four-hour grade based on a combination of the student's examination in the regular course and performance in the one-hour course (especially on the paper). Enrollment is limited. Although the workshop is limited to students taking the main, three-hour course, taking the workshop is not required to take the main three hour course. Students who choose the Workshop have included those who want to study advanced commercial law topics and theory, but also those who have no business background and want a cushion rather than putting the whole grade on a final exam.  While the course is not remedial or tutorial, philosophy majors or art hisotry majors usually find it makes them more comfortable and confident in the main course.

Westbrook often offers this one-hour adjunct to the Secured Credit course. This Secured Credit workshop adjunct course is open only to those taking his regularthree-hour Secured Credit course. It covers the same subject matter. The course has two main purposes: offering especially interested students a look at cutting edge issues beyond what is covered in the basic course; and giving students a chance to be evaluated in part by a paper rather than just an examination. It also provides a small class experience. Requirements include a small number of additional classes and a 15-20 page paper on a Secured Credit topic. A student who takes this adjunct course gets one four-hour grade based on a combination of the student's examination in the regular course and performance in the one-hour course (especially on the paper). Enrollment is limited. Although the workshop is limited to students taking the main, three-hour course, taking the workshop is not required to take the main three hour course. Students who choose the Workshop have included those who want to study advanced commercial law topics and theory, but also those who have no business background and want a cushion rather than putting the whole grade on a final exam.  While the course is not remedial or tutorial, philosophy majors or art hisotry majors usually find it makes them more comfortable and confident in the main course.

Westbrook often offers this one-hour adjunct to the Secured Credit course. This Secured Credit workshop adjunct course is open only to those taking his regularthree-hour Secured Credit course. It covers the same subject matter. The course has two main purposes: offering especially interested students a look at cutting edge issues beyond what is covered in the basic course; and giving students a chance to be evaluated in part by a paper rather than just an examination. It also provides a small class experience. Requirements include a small number of additional classes and a 15-20 page paper on a Secured Credit topic. A student who takes this adjunct course gets one four-hour grade based on a combination of the student's examination in the regular course and performance in the one-hour course (especially on the paper). Enrollment is limited. Although the workshop is limited to students taking the main, three-hour course, taking the workshop is not required to take the main three hour course. Students who choose the Workshop have included those who want to study advanced commercial law topics and theory, but also those who have no business background and want a cushion rather than putting the whole grade on a final exam.  While the course is not remedial or tutorial, philosophy majors or art hisotry majors usually find it makes them more comfortable and confident in the main course.

Westbrook often offers this one-hour adjunct to the Secured Credit course. This Secured Credit workshop adjunct course is open only to those taking his regularthree-hour Secured Credit course. It covers the same subject matter. The course has two main purposes: offering especially interested students a look at cutting edge issues beyond what is covered in the basic course; and giving students a chance to be evaluated in part by a paper rather than just an examination. It also provides a small class experience. Requirements include a small number of additional classes and a 15-20 page paper on a Secured Credit topic. A student who takes this adjunct course gets one four-hour grade based on a combination of the student's examination in the regular course and performance in the one-hour course (especially on the paper). Enrollment is limited. Although the workshop is limited to students taking the main, three-hour course, taking the workshop is not required to take the main three hour course. Students who choose the Workshop have included those who want to study advanced commercial law topics and theory, but also those who have no business background and want a cushion rather than putting the whole grade on a final exam.  While the course is not remedial or tutorial, philosophy majors or art hisotry majors usually find it makes them more comfortable and confident in the main course.

Securities law is important, not only for litigators and transactional lawyers at law firms and in in-house positions, but also for regulators, policymakers, enforcement lawyers, and others in government service. Securities Regulation is one of the most fundamental courses that students interested in careers at a law firm with corporate and other commercial clients or at a financial regulator should take. Corporations, be they small start-ups or long-established entities, raise capital in public and private offerings of securities. The offerings are subject to securities statutes and Securities and Exchange Commission rules and policies. Moreover, whether or not they are raising capital, all publicly held companies must observe a variety of disclosure and related requirements flowing in large part from securities statutes, rules, and policies. Failures to comply can result in highly consequential private litigation and public enforcement. Broadly speaking, federal securities regulation is displacing state corporate law as the primary legal influence on how publicly held corporations function and is also a focal point for the governance of financial markets. Topics will include the preparation of disclosure documents (including for initial public offerings), exemptions from disclosure requirements, and liability under anti-fraud rules. This course will also consider such related matters as how market forces influence corporate governance and how financial advances (such as the efficient markets hypothesis) and financial innovation are affecting corporations, investors, and capital markets. No prior business or financial background whatsoever is required. The only prerequisite is: Business Associations or Business Associations (Enriched).

Virtually any raising of capital implicates the securities laws. The goal of this course, then, is for students to learn the mechanics of public and private offerings of securities, and to understand the reporting and disclosure requirements that issuing securities entails. This course is particularly important for students who expect to work either in business litigation or transactional law. Topics include public offerings, exempt (i.e., private) offerings, public company regulation and exemption, and, to the extent time permits, secondary market issues such as securities fraud, insider trading, and the regulation of financial intermediaries (such as broker-dealers and investment advisers). Please be aware that this course makes use of economics and math (this is not an arbitrary imposition: courts deciding securities cases make use of economics and math, such as net present valuation and the Efficient Capital Markets Hypothesis). No prior background, beyond a reasonable high school education, in these areas is required -- concepts will be introduced as needed -- although a willingness to engage economics and math is absolutely necessary. Absent special circumstances, students are strongly encouraged to have completed “Business Associations” or “Business Associations (Enriched)” before taking this course.

Securities law is important, not only for litigators and transactional lawyers at law firms and in in-house positions, but also for policy-makers, enforcement lawyers, and others in government service. Corporations, be they small start-ups or long-established entities, raise capital in public and private offerings of securities. The offerings are subject to securities statutes and Securities and Exchange Commission rules and policies. Moreover, whether or not they are raising capital, all publicly held companies must observe a variety of disclosure and related requirements flowing in large part from securities statutes, rules, and policies. Failures to comply can result in highly consequential private litigation and public enforcement. Broadly speaking, federal securities regulation is displacing state corporate law as the primary legal influence on how publicly held corporations function and is also a focal point for the governance of financial markets. Topics will include the preparation of disclosure documents, exemptions from disclosure requirements, and liability under anti-fraud rules. This course will also consider such related matters as how market forces influence corporate governance and how financial advances (such as the efficient markets hypothesis) and financial innovation are affecting corporations, investors, and capital markets. No prior business or financial background whatsoever is required. The only prerequisite is: Business Associations or Business Associations (Enriched).

Virtually any raising of capital implicates the securities laws. The goal of this course, then, is for students to learn the mechanics of public and private offerings of securities, and to understand the reporting and disclosure requirements that issuing securities entails. This course is particularly important for students who expect to work either in business litigation or transactional law. Topics include public offerings, exempt (i.e., private) offerings, public company regulation and exemption, and, to the extent time permits, secondary market issues such as securities fraud, insider trading, and the regulation of financial intermediaries (such as broker-dealers and investment advisers). Please be aware that this course makes use of economics and math (this is not an arbitrary imposition: courts deciding securities cases make use of economics and math, such as net present valuation and the Efficient Capital Markets Hypothesis). No prior background, beyond a reasonable high school education, in these areas is required -- concepts will be introduced as needed -- although a willingness to engage economics and math is absolutely necessary. Absent special circumstances, students are strongly encouraged to have completed “Business Associations” or “Business Associations (Enriched)” before taking this course.

Securities law is important, not only for litigators and transactional lawyers at law firms and in in-house positions, but also for policy-makers, enforcement lawyers, and others in government service. Corporations, be they small start-ups or long-established entities, raise capital in public and private offerings of securities. The offerings are subject to securities statutes and Securities and Exchange Commission rules and policies. Moreover, whether or not they are raising capital, all publicly held companies must observe a variety of disclosure and related requirements flowing in large part from securities statutes, rules, and policies. Failures to comply can result in highly consequential private litigation and public enforcement. Broadly speaking, federal securities regulation is displacing state corporate law as the primary legal influence on how publicly held corporations function and is also a focal point for the governance of financial markets. Topics will include the preparation of disclosure documents, exemptions from disclosure requirements, and liability under anti-fraud rules. This course will also consider such related matters as how market forces influence corporate governance and how financial advances (such as the efficient markets hypothesis) and financial innovation are affecting corporations, investors, and capital markets. No prior business or financial background whatsoever is required. The only prerequisite is: Business Associations or Business Associations (Enriched).

Securities law is important, not only for litigators and transactional lawyers at law firms and in in-house positions, but also for policy-makers, enforcement lawyers, and others in government service. Corporations, be they small start-ups or long-established entities, raise capital in public and private offerings of securities. The offerings are subject to securities statutes and Securities and Exchange Commission rules and policies. Moreover, whether or not they are raising capital, all publicly held companies must observe a variety of disclosure and related requirements flowing in large part from securities statutes, rules, and policies. Failures to comply can result in highly consequential private litigation and public enforcement. Broadly speaking, federal securities regulation is displacing state corporate law as the primary legal influence on how publicly held corporations function and is also a focal point for the governance of financial markets. Topics will include the preparation of disclosure documents, exemptions from disclosure requirements, and liability under anti-fraud rules. This course will also consider such related matters as how market forces influence corporate governance and how financial advances (such as the efficient markets hypothesis) and financial innovation are affecting corporations, investors, and capital markets. No prior business or financial background whatsoever is required. The only prerequisite is: Business Associations or Business Associations (Enriched).

Securities law is important, not only for litigators and transactional lawyers at law firms and in in-house positions, but also for policy-makers, enforcement lawyers, and others in government service. Corporations, be they small start-ups or long-established entities, raise capital in public and private offerings of securities. The offerings are subject to securities statutes and Securities and Exchange Commission rules and policies. Moreover, whether or not they are raising capital, all publicly held companies must observe a variety of disclosure and related requirements dictated in large part by securities statutes, rules, and policies. Failures to comply can result in highly consequential private litigation and public enforcement. Broadly speaking, federal securities regulation is displacing state corporate law as the primary legal influence on how publicly held corporations function and is also a focal point for the governance of financial markets. Topics will include the preparation of disclosure documents, exemptions from disclosure requirements, and liability under anti-fraud rules. This course will also consider such related matters as how market forces influence corporate governance and how financial advances (such as the efficient markets hypothesis) and financial innovation are affecting corporations, investors, and capital markets. No prior business or financial background whatsoever is required. The only prerequisite is: Business Associations or Business Associations (Enriched).

Virtually any raising of capital implicates the securities laws. The goal of this course, then, is for students to learn the mechanics of public and private offerings of securities, and to understand the reporting and disclosure requirements that issuing securities entails. This course is particularly important for students who expect to work either in business litigation or transactional law. Topics include public offerings, exempt (i.e., private) offerings, public company regulation and exemption, and, to the extent time permits, secondary market issues such as securities fraud, insider trading, and the regulation of financial intermediaries (such as broker-dealers and investment advisers). Please be aware that this course makes use of economics and math (this is not an arbitrary imposition: courts deciding securities cases make use of economics and math, such as net present valuation and the Efficient Capital Markets Hypothesis). No prior background, beyond a reasonable high school education, in these areas is required -- concepts will be introduced as needed -- although a willingness to engage economics and math is absolutely necessary. Absent special circumstances, students are strongly encouraged to have completed “Business Associations” or “Business Associations (Enriched)” before taking this course.

This course is intended for students in their third years at the School of Law.  Although not a requirement to register for the course, it would be ideal for students taking the course to have completed the basic Oil and Gas Law course.  Students taking the course will also likely find it helpful to have completed the Business Associations and Federal Income Taxation courses.   

This course will offer students detailed practical exposure to the manner in which complex acquisition and disposition (“A&D”) transactions are structured, documented, and consummated.  Since the instructor’s practice has focused, for more than 45 years, on energy-related transactions, the template transaction for the course will be the sale of a substantial package of upstream oil and gas assets.  During the 14 class sessions, we will cover a diverse array of topics, including: (a) basic contract drafting principles; (b) transaction structuring; (c) the structure and content of common agreements preliminary to the sale transaction, such as confidentiality agreements and letters of intent; and (d)  a deeper dive into various aspects of the asset purchase and sale agreement (“PSA”), including (i) identifying and describing the assets to be sold, (ii) determining and adjusting the purchase price, (iii) the obligations ordinarily assumed by the buyer and those retained by the seller, (iv) common representations and warranties, (v) the different types of fraud and how parties try to insulate themselves from resulting liability, (vi) termination of the PSA for failure to satisfy the conditions precedent, (vii) post-closing indemnity obligations, and (viii) categories of damages and proper structuring of damages limitations provisions.