TFR Class Four: Securities Firms and Capital Raising -- Part I (February 16, 2015)

J. He,

We will begin today's class with a continuation of our discussion of the harmonization of fiduciary duties for brokers and advisers. An additional background memorandum on the topic attached. This offers an overview of the topic. As you read over this memorandum, please consider what approach to this issue you would recommend if you were counsel to an SEC commissioner. We will then take up the role of securities firms in the capital raising process. For an initial view on this topic, please read through the In re Software Toolworks decision from the 9th Circuit in 1994. Then take a look at the In re Alstead and Pagel decisions, which are reproduced on pages 714 to 721 of the Excerpt from Chapter 10 on the Regulation of Broker-Dealers, which was included as background reading for Class Three.

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