TFR Class Five: Securities Firms and Capital Raising -- Part II (February 17, 2015)

J. He,

In today's class we will continue our discussion of the duties of securities firms in capital market transactions. Here we will begin with a recent Delaware court decision: In re El Paso Corp. S’holder Litig., 41 A.3d 432, 433, 452 (Del. Ch. 2012). Here the court explores -- though ultimately does not resolve -- the duties of investment bankers to their corporate clients. We will then turn to a series of readings related arising out of the financial crisis of 2007 and 2008. The first reading here is a law review article about a notorious transaction involving Goldman Sachs. The next two readings arise out of similar transactions but in the context of SEC efforts to get court approval of a settlement involving Citigroup.

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