Product Description
Product Overview:
With Law School Legends, you’ll get a brilliant law school professor explaining an entire subject to you in one simple, dynamic lecture. Law School Legends makes even the most difficult concepts crystal clear. You’ll understand the big picture and how all the concepts fit together. You’ll get hundreds of examples and exam tips, honed over decades in the classroom. But best of all, you’ll get insights you can only get from America’s greatest law professors.
Overview of Major Topics Covered:
Introduction; Modern Financial Markets; Securities Markets; Federal Securities Laws; Role of the SEC; Forces of Change at Work in Today’s Securities Markets; Definition of “Security”; Scope of Statutory Definition of Security; The Howey Test; Role of the “Context Clause”; Sale of Business Doctrine; Promissory Notes; Public Offerings and the Registration Process Under § 5 of the 1933 Act; The Modern Underwriting Process; Overview of the Regulating Framework of § 5 of the 1933 Act; Jurisdictional Underpinnings of the 1933 Act; Pre-Filing Period; Waiting Period; Post-Effective Period; Preparing the Registration Statement and the SEC’s System of Integrated Disclosure; Shelf Registration Procedures; SEC’s New Public Offering Reform Rules; Introduction; Reforms that Apply to All Issuers; Reforms that Apply to Communications Made in the IPO Context; Changes to Prospectus Delivery Obligations; Changes to Scope of Liability under the 1933 Act; Reforms that Apply to Public Offerings by Well-known Seasoned Issuers; Reforms that Apply to Public Companies Other than WKSIs; Off-Shore Offerings; SEC’s Disclosure Policy and Theories of Materiality; Line Item Disclosure and the Concept of Materiality; Issuer’s Exemptions From § 5 Registration Obligation; Distinguishing Two Types of Exemptions Set Forth in the 1933 Act; Section 3(a)(11); Section 4(2); Scope of Regulation D; Rule 506 Safe Harbor for Private Placements; The Limited Offering Exemptions; The Other § 3(b) Exemptions; Section 4(6); Resales of Securities by Non-issuers; General Background; Selling for an Issuer in Connection with a Distribution; Purchasing Securities from an Issuer with a View to Distribution; Scope of Protection Offered by Rule 144; Express Civil Liability Provisions of the 1933 Act; Introduction, Fraud Remedy; Recession Remedy
About the Professor:
After graduating summa cum laude from the University of California, Irvine, Professor Therese Maynard graduated Order of the Coif from the UCLA School of Law. Professor Maynard currently teaches Corporations, Securities Law, Mergers and Acquisitions, and other advanced business law courses at Loyola Law School, Los Angeles. She is the author of a leading Mergers and Acquisitions casebook, as well as of many articles on corporate securities law. Professor Maynard is also a national lecturer for BAR/BRI Bar Review.