International Securities Regulation

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 non-US issuers, as compared to issuers domiciled in the United States. Initial public offerings, private placements under Rule 144A and Regulation S and ADR programs will all be covered. We will also discuss ongoing reporting requirements and other implications of being a non-US public company. We will take a close look at the Alibaba IPO . The course will be taught from a practical perspective with in-class review of SEC filings, offering documents, SEC correspondence and applicable SEC rules. The Morrison Case and its progeny defining the reach of U.S. Securities law to conduct with limited U.S. contacts, as well as SEC enforcement actions against non-US issuers, will also be examined. Prior completion of Securities Regulation or a comparable securities law class strongly encouraged. Elements used in grading: Class Participation, Final Exam.