Prerequisite: One of the following courses is required as a prerequisite: Bankruptcy, Corporate Finance, Corporations, Securities Regulation, or Taxation.
Exam: No Exam
Instead of an exam, students will write a 15-page paper on an assigned topic due on the last day of class.
This class will introduce private investment funds – namely hedge and private equity funds and related investment vehicles – from the practitioner’s perspective, and discuss the foundational issues of corporate, securities, regulatory, and tax law that they raise. The course will begin by introducing and defining these funds. The first part of the class will then examine the main structural issues relating to such funds’ organization, investments, internal operations, and relationships with investors. A particular focus will be the impact of regulations on structure, and the considerations and policy concerns of institutional investors. The second part of the class will survey issues raised by the intersection of funds with markets and the economy, in particular their relationship to the financial services industry and to the real economy. This part will consider externalities—positive and negative—of fund strategies, including systemic risk. The course will conclude with a macro perspective on the future of the fund industry.
Through reading materials, course discussions, and guest lectures, students will gain insight into the perspective of fund managers, advisors to these managers and their funds, investors in such funds, those who transact with such funds, and those who regulate the fund industry. One theme that will emerge is that fund strategies are at the center of many of the most pressing current issues in corporate and financial law. Funds drive industry transformations and undergird market efficiency but also continually attempt to exploit loopholes in the current regulatory and tax regime. They thereby expose the fault lines of the current regulatory and tax structure, which the course will reexamine. Sessions will be a mix of lectures and class discussions, and a number of sessions will feature guests with particular industry expertise.