Is sec reg worth taking? Forum

[Lauraaaa]

Hi,

Is sec reg necessary if you are planning on going into big law with a corporate / M&A focus? Also, how hard / boring is it? (My corporations prof did some sec reg and I found it deadly boring so don't want to take it unless it really helps me not look like an idiot at work ...)

Thanks!

[EzraFitz]

From personal experience and what I've heard from others, as a class most tend to find it very boring and tedious. The information is good to, but the landscape is relatively volatile lately. It is a good class for some of the basic concepts, but a lot of the details tend to change (e.g. $ minimums, basic statutory definitions, stuff like the JOBS Act). It's definitely not NECESSARY for corporate, but it could be nice to have a grasp of some basic concepts.

[jrass]

It's probably the most important class for leveraged finance, but has 0 applicability to M&A. It's not particularly hard or dense compared to other corporatey classes. From a big picture standpoint, it's really just like taking another contracts class. The weeds get annoying tho

[Tiago Splitter]

I think it's somewhat useful for M&A, definitely useful for capital markets, but like everything else it's not necessary to actually do the job.

[crit_racer]

It's so fucking boring. I'm an M&A associate and never really need to know that info. Cap markets or levfin it would probably be useful.

[RedGiant]

Hi,

Is sec reg necessary if you are planning on going into big law with a corporate / M&A focus? Also, how hard / boring is it? (My corporations prof did some sec reg and I found it deadly boring so don't want to take it unless it really helps me not look like an idiot at work ...)

Thanks!

Well, I would look into whether you can take a SecReg lite version (does your school have a lesser credit version for LLMs)? I was a corporate paralegal for many years, and I have worked in M&A, VC, capital markets and general private/public company representation. You can do any of these sort of, as a junior associate, with a limited understanding of securities laws. You will make mistakes if you don't understand SecReg though. You will wander around and be that associate that does stuff but doesn't know _why_ it is done the way it is done. Partners understand SecReg really well, and they notice when you do not understand SecReg. So, yeah...I'd say it's right up there with contract drafting in terms of substantive knowledge that should be in your toolkit. Sure, you can walk in and say, "I've never taken SecReg. [blank stare]" But it's not the most confidence-inspiring way to hit the ground running.

I would also add that like corporations or M&A, if your class is case-based, you will be looking at the litigation aspects of SecReg, which tend to be a lot of "what not to do" cases. It's important that you pay careful attention in your transactional classes on how SecReg is useful in practice--how to conduct a securities offering, how to counsel your clients not to gun-jump or to offer to unaccredited investors, how to do a press release relating to a deal or how to register securities as part of an M&A deal. These are the parts of SecReg you need to know for your job, and they are not one and the same as what you'd learn in SecReg class. Hope that makes sense.

TL:DR - you should take SecReg. And if your school offers a SecReg research class, you should take that too.

[Lauraaaa]

Thanks so much for all your replies! Very helpful and much appreciated!!