3L that won’t be able to take Sec Reg because of scheduling issues.

Any book recommendations to learn the main takeaways, preferably something not super dry?

If its any help, I’m more interested in M&A and Private Funds over CapM

likefunny
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You’re a 3L. Enjoy your last bits of freedom and try not to be a gunner.

likeuplifting

gunning in law school is better than gunning in biglaw

I’m a cap markets lawyer and absolutely did not need to take sec reg to do this. Sec reg as it’s taught in law school is very lit heavy. Go have fun

likesmarthelpful

Met an sr. atty who “refused to work with juniors who never took sec reg” and it took everything in me not to roll my eyes to the back of my head

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Have a drink or smoke a joint. Get outside. It is your 3L year. What you could hope to learn in a class (let alone self study) would have a 1% impact on your career at most.

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Don’t bother, please. Whatever you try to learn will be useless on the job anyway

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Idk. I took sec reg 3L from a prof who practiced as a cap mkts attorney for 7-10 years. I'm a senior associate in cap markets and while I maybe remember 10% of the course material, it was useful as sort of background info for why we do certain things. It's nothing you won't learn in practice but very few 2nd and 3rd years, who are the majority of ppl you'll be working with closely your first couple years, know the sec rules well enough to explain "why" you're doing certain things (diligence, 10b5 letters) so it helped to give context.

likehelpful

Sure. I just don’t want this student thinking they can’t do a certain practice area or that they’ll be behind just because they can’t schedule the class. And I think the majority of self study may be wasted given they don’t know what’s relevant to real practice. Most importantly it’s their last chill year for a longgg time if they’re going into biglaw so I think they should live it up 3L

I’m a M&A and ECVC attorney and I found SEC Reg to be on of the most important classes I took in law school. Since I don’t do cap markets, I’ve never been trained in SEC Reg really on the job but SEC Reg issues come up all the time in M&A and ECVC. I’d read a couple of those short books people make to synthesize all the law for exam studying purposes. Don’t remember what they are called since it’s been a minute but I feel like every law school class you could buy a 200 page book without cases.

Fundamentally what you need to know is a security can’t be sold without an exemption. Spend a little time understanding what a security is and isn’t. Then try to learn generally the scope of all the usual exemptions. 4(a)(2), 144, 144A, 4 a 1/2, Reg S, Reg D, etc.

That’s really the key of what you need to know conceptually. You’ll learn on the job how to actually draft stuff like S-1s, 8-ks, S-4s, etc.

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Ask someone for an outline

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