Securities Regulation? Forum

[DenardRobinson]

I am currently a 2L and have heard it's extremely useful to take for transactional work. I think I'd rather take it next year as a 3L, but I will be a summer associate this summer and wasn't sure as to when I should take it. Is it even necessary that I take it at all? Thoughts?

[nucky thompson]

I am currently a 2L and have heard it's extremely useful to take for transactional work. I think I'd rather take it next year as a 3L, but I will be a summer associate this summer and wasn't sure as to when I should take it. Is it even necessary that I take it at all? Thoughts?

Generally: if you intend to practice corporate, I think securities reg is very useful. If you intend to do capital markets, I think sec reg is a must take. As you may know, sec reg will largely cover the 33' and 34' acts, which together are very broad and detailed and at times counter intuitive. If you do not take a sec reg course, you'll be forced to learn on the fly, likely in a piecemeal fashion (researching issues touched upon by given assignments)- you can survive by doing this, but the broad, comprehensive exposure that you'll have in a class setting will allow for quicker and deeper understanding of the general themes and the particular issues.

As to timing: no real need to take it before 2L SA. It could help, obviously, but you won't be expected to know anything so not taking it won't hurt

[banjo]

This post is a few years old, but addresses Sec Reg and other courses you should take for corporate.

If I could narrow the list down ever so slightly for the corporate/transactional leaning crowd (since this is the only area I'm actually familiar with), I would recommend the following substantive classes (probably in this order, but with some fluctuations depending on the specific practice group you end up in):

1.) Corporations: May not actually be the most useful in practice, but gives an important general overview of corporate law and allows you to at least figure out what a "fiduciary duty" actually is.
2.) Accounting for Lawyers: This course is essential - I learned more about the structure and reason behind actual transactions here than in Corporations. I've also noticed that it was possibly the only course universally recommended by practicing attorneys, maybe even more so than Corporations.
3.) Securities Regulation: Many people don't end up taking securities regulation before working in corporate law firms, but I actually found this to be quite helpful this summer. I would have managed without it just fine (as most of my fellow SAs hadn't taken it yet), but I was kind of glad to be familiar with company's registration requirements, the gun jumping rules, insider trading laws, etc.
4.) Corporate Tax: More of a niche practice area that you may not actually "do" yourself, but familiarity with the tax consequences of different types of deals and how to achieve tax-free reorganization status will be an important driving force in the deals you do. As a junior, it may not be quite as important, but I would take this class if you want to eventually help orchestrate these deals yourself some day.
5.) Secured Transactions and/or Bankruptcy: I haven't taken secured transactions or bankruptcy myself, so my ability to comment is limited here. That said, a fair amount of banking and finance work will be dealing with secured transactions. From those I've spoken to who do the work, it's entirely possible to do it without taking this course (as tends to be the case with most corporate practices), but the course would still be quite helpful.
6.) M&A: I'm putting M&A down a little bit lower not because it's necessarily less important, but I would say that it's only really important for those that are sure they want to be doing M&A. If you're not sure you want to but eventually do go into M&A once you're at your firm, Corporations will have given you enough of an overview to be just fine. And I think, generally speaking, those doing M&A would be better off having acquired a general familiarity from Corporations and gaining knowledge of Accounting, SecReg, and Tax, rather than the extra benefits of knowing a bit more about Delaware takeover law.

The only two that I'd say are somewhat in the "Must Take" category (and even that may not be true) for aspiring transactional attorneys are Corporations and Accounting for Lawyers, and I'd put Sec Reg and Coporate Tax in the "Highly Recommended" category, with Secured Transactions (some may disagree with me on this advice, depending on practice group) and M&A in the "Helpful, But Not Required" category. As far as "skills" courses go, I would also strongly recommend any courses or practicums you can get into for Transactional Drafting or that involve mock deal work. I've taken three of these myself already, and in many ways they were more useful for being an SA last summer than any of the other courses I'd taken.

Full thread here: http://www.top-law-schools.com/forums/v ... 3&t=179483

[AreJay711]

I think banjo's repost is correct. You can make due without it, but it might be helpful.

[DenardRobinson]

Thank you all very much! This has been extremely helpful. I am currently externing 2 days per week in addition to going to class so scheduling has been a pain in the ass. Fortunately, I will be a firm this summer, but they allow SAs to pick projects of which they would like to work on. They also suggest doing both litigation and transactional work to get a feel for both, but I already somewhat know I plan on doing corporate transactional work of some kind.

I've already taken corporations last semester, but due to scheduling constraints (stupid excuse I know but it's the truth), I'm really unable to take sec. reg. or other more practical courses. I'm somewhat loading up on a few seminars in addition to professional responsibility. In the fall, when it's offered, I will definitely look into taking accounting for lawyers.