Exemptions from the Securities Act

This course examines in detail the operation of the exemptions from the Securities Act of 1933, with particular emphasis on the operation of these exemptions in the context of venture capital practice. Thus, the focus is on the private placement exemption, exemptions used to place incentive equity with employees, the potential for equity-sharing in the gig economy, resale exemptions used by founders and employees to obtain pre-IPO liquidity, Rule 144, and the evolution of private resale markets. Special Enrollment Instructions: The course is open to students who have completed the Winter 2021 Securities Regulation (Law 1027) course. Interested students may enroll directly in Axess. Students that have not completed Law 1027 in Winter 2021 must email Professor Grundfest at grundfest@stanford.edu for consent prior to enrolling in the course in Axess. Students that enroll in Axess without instructor consent will be asked to drop the course. Elements used in grading: Attendance, Participation, Extended Take-Home Exam.