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Fall 2020 Course

Hedge and Private Equity Funds: Law and Policy

Prerequisite: None required; preferred that students have already completed Corporations or at a minimum are taking contemporaneously with this course.

Exam: Please refer to the Fall 2020 Tentative Exam Schedule

Private fund strategies (namely hedge funds and private equity funds and related investment vehicles) 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.

The goal of this course will be to develop understanding of what these private funds are, why they exist, why they are structured the way they are, who the real end beneficiaries are of fund strategies, the role these funds play in play in broader economic markets and the financial services industry, and the fault lines these funds expose in regulatory, tax, and market structures.

The course will begin by introducing and defining private funds. The first part of the class will then examine the main structural issues relating to and the historical, legal, and policy underpinnings of such funds’ organization, operations, investors, and investments. The second part of the class will scrutinize the relationships and intersections between funds and their counterparties, the marketplace, the broader financial services industry, and regulation and policy makers, paying particular attention to positive and negative externalities of fund strategies. The course will conclude with a macro perspective on the future of the fund industry and the role of advisors serving it.

Through reading materials, course discussions, negotiation exercises, 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. Sessions will be an interactive mix of lectures, class discussions, and negotiation exercises; a number of sessions will feature guests with particular industry expertise.

The primary readings for the course will be More Money than God by Sebastian Mallaby, The New Tycoons by Jason Kelly, The Big Short by Michael Lewis, and proprietary private fund agreements and documentation provided by leading private fund practices.