LAW 7154 :
Securities Lit and Enforcement

Prerequisite: Business Organizations (LAW 7110) This course will teach students how to analyze legal issues that arise during a U.S. Securities & Exchange Commission investigation and a shareholder class action suit. Within the Commission's enforcement framework, students will be assigned cases and other materials discussing common investigative legal issues, such as parallel proceedings (simultaneous civil and criminal government investigations), Fifth Amendment privilege against self-incrimination, statute of limitations and tolling agreements, reliance on counsel defense, cooperation opportunities, settlement negotiations and Students will also learn about private causes of action under federal securities laws by examining the elements of the securities class action certification and reviewing key provisions of and cases arising under the Private Securities Litigation Reform Act of 1995 ("PSLRA"), including the heightened pleading requirements. Students will participate in the following practicums: (1) Prepare a written outline reflecting points to raise when counseling client on parallel proceedings and whether to invoke Fifth Amendment privilege, and participate in a related mock counseling session; (2) Prepare a written outline addressing the application of stature of limitations and benefits and drawbacks to signing a tolling aggreement, and participate in a team oral client presentation; client analyzing statute of limitations issue and benefits (3) Write a brief settlement memorandum and participate in a mock SEC settlement negotiations; (4) Prepare a written outline identifying key legal issues raised in the certification process of a putative securities fraud class action; and (5) Write and outline analyzing whether a complaint alleging securities fraud satisfies PSLRA pleading requirements. Exam Info: No Exam