The U.S. capital markets, the legal complexities involved in raising capital, and the concurrent responsibilities assumed when a company "goes public" are focused upon in this course. The role and responsibilities of corporate counsel, underwriters counsel, SEC counsel, "directors," "controlling persons," and "insiders" are explored. The course material includes federal and state legislation, administrative action, and case law. The Securities Acts of 1933 and 1934, and the rules and regulations promulgated thereunder by the SEC are examined. Prerequisite: Business Associations (105).