This course will introduce students to U.S. securities regulation, with a particular focus on the securities regulation issues faced by startup companies. This course will provide a detailed look at startups and their securities regulatory environment, including coverage of both private and public securities markets. In broad categories, this course will cover: (a) the Securities Act of 1933 and the Securities Exchange Act of 1934; (b) the basic principles of securities law; (c) private securities offerings; (d) initial public offerings and public securities offerings; (e) deal mechanics and documentation; (f) disclosure; (g) securities regulation liabilities (e.g., antifraud provisions and insider trading); (h) state securities regulation; (i) secondary trading of securities; and (j) significant regulatory reforms such as the Sarbanes-Oxley Act and the JOBS Act. While primarily a law course, this course will also include significant business, economic and finance elements (although a background in those areas is not necessary). It is not possible to be a competent securities regulation lawyer without understanding those business, economic and finance elements. This course qualifies for the upper-level writing requirement. Eligibility: Open to all except 1Ls. Prerequisites: Successful completion of, or current enrollment in, Business Associations. Students who have not satisfied the prerequisite, but have a business-related background, may seek a waiver from the professor.. Course format: lecture. Grading: other (see syllabus), 100%. Course has an ungraded component or practicum. This course may be taken for an S/U grade.