International Securities Offerings

This course will focus on the application of United States securities laws and regulations to non-US issuers. We will examine how that regulatory framework differs for Foreign Private Issuers, as compared to other issuers in the United States. Initial public offerings, private placements under Rule 144A and Regulation S and ADR programs will all be covered. We will take a close look at the Alibaba IPO and Alibaba's subsequent regulation as a public company listed in the United States. The course will be taught from a practical perspective with in-class review of SEC filings, offering documents and SEC correspondence. The Morrison Case and its progeny defining the reach of U.S. Securities law to conduct with limited U.S. contacts will also be examined. Elements used in grading: Class Participation, Final Exam.