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Corporate and Securities Law

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Advising Contacts

Career Development Office Faculty


Discover

Lawyers who work in corporate law represent business organizations or the federal and state regulators who oversee certain aspects of business conduct. Business organizations hire lawyers for many reasons but, when we speak of corporate or securities law, we are normally speaking of either business transactions or regulatory law.

Business transactions consist primarily of the purchase and sale of parts or the whole of businesses and the raising of funds to carry out these purchases and sales. There are many specialties within corporate and securities law. Some lawyers specialize in certain types of purchase and sale transactions such as mergers and acquisitions or private equity and leveraged buyouts. Other lawyers specialize in certain types of fund raising transactions such as initial public offerings, debt offerings, project finance, leveraged leasing, real estate investment trusts, and a multitude of other financing techniques. Regulatory law plays a role in many types of business transactions and even a predominant role in certain types of fund raising such as initial public offerings.

Regulatory lawyers tend to specialize in one area of securities regulation. Some regulatory lawyers work in government agencies such as the Securities and Exchange Commission and quasi-governmental self-regulatory organizations such as the Financial Industry Regulatory Authority. Government banking agencies exist on both the federal and the state levels. Other regulatory lawyers work in private firms and in-house legal departments (i.e., legal departments inside business organizations themselves). As the federal regulatory scheme is based on industry types, specialization for regulatory lawyers tends to be by industry. For example, some lawyers are specialists in the laws involving broker-dealers and others in the laws involving asset managers such as mutual funds. Much of the work of regulatory lawyers is in providing advice to regulated businesses about complying with regulations or, on the government side, in creating new regulations or responding to inquiries from businesses about existing regulations.

Of course, numerous opportunities also exist for those interested in becoming litigators who specialize in corporate and securities matters. As with transactional and regulatory attorneys, corporate litigators tend to ultimately specialize in a particular area of law though in certain contexts – for example, at large private law firms – litigators may practice across corporate specialties. Students interested in exploring opportunities in corporate litigation should review the Civil Dispute Resolution pathway.

Law firms, business organizations and regulators all employ corporate and securities lawyers. Business organizations and regulators tend to hire lawyers who have already worked in private practice. And, especially on the regulatory side, lawyers often move back and forth between law firms or businesses and government agencies, often several times in their career.

One of the things you should think about as you consider a career in corporate and securities law is how much you wish to specialize. Especially in large law firms, you may find yourself doing the same type of transaction over and over again.

One of the big differences between transactional work and litigation is that there is little research. Rather, a typical transactional lawyer finds him or herself drafting documents (often specialized types of contracts), discussing these drafts (electronically, over the telephone and occasionally in person) with his or her clients and opposing counsel and then revising the documents based on these discussions. Another big difference is that there is a very different flavor to transactional work than there is to litigation. The usual goal is to get the transaction done in a way that favors your client. But both you and opposing counsel share the overriding goal of completing the transaction; therefore, you and opposing counsel tend to be friendly and cooperative adversaries. The final big difference is that most transactions do not go on for years as even the smallest litigation can. Transactions can take weeks or months to complete, not years.

On the regulatory side, there can be more of an adversarial culture between the regulators and the regulated industries. In addition, regulatory lawyers tend to do much more fact investigation and legal research than many transactional lawyers. Finally, some regulatory lawyers draft pieces of persuasive writing such as no-action requests, comment letters on proposed rules or explanations of proposed and final rules. These types of persuasive writing bear a close relationship to court briefs.

Another distinction in corporate and securities law practice is between in-house counsel, who are employees of a business organization, and outside counsel. In-house counsel get to know their employer’s business intimately and often will handle a much wider range of legal matters, especially in small in-house legal departments. Outside counsel tend to specialize in particular types of transactions.

In-house counsel will often deal with corporate governance issues involving the responsibilities of boards of directors and executive officers. As part of a transactional practice, outside lawyers also may deal with corporate governance issues. These come up especially often in advising business organizations when they are first formed and in mergers & acquisitions.

Finally, some outside counsel primarily work with small businesses. In this context, the outside counsel will find him or herself providing legal advice on almost any legal issue that a business can encounter—everything from tax, to real estate, to Equal Employment Opportunity Commission issues, to all of the types of legal issues normally handled by outside counsel for larger business organizations.


Learn

Foundation Courses
All are strongly recommended and should be taken early in the upper-level years.
Advanced Courses
Advanced coursework that will build your substantive knowledge in this pathway.
Writing Courses
Coursework to hone your writing skills and develop a portfolio of practicing writing in your field.
Skills Courses
Courses that will develop your oral advocacy, ADR, and other skills necessary for practice.
  • Business Basics
  • Business Organizations
  • Securities Regulation
  • Accounting for Lawyers
  • Administrative Law
  • Antitrust Laws & Competition
  • Banking Law & Regulation
  • Broker-Dealer Regulation
  • Business Bankruptcy Reorganizations
  • Corporate Finance
  • Corporate Governance Seminar
  • Commercial Arbitration
  • Creditors’ Rights
  • In-house Counsel: Law & Practice
  • International Business Law- Advanced Topics
  • International Business Transactions
  • International Commercial Arbitration
  • International Finance
  • International Trade Law
  • Mergers and Acquisitions
  • Regulation of Mutual Funds
  • Secured Transactions
  • Securitization, Structural Finance, & Capital Markets
  • Startups: Fundamental Legal & Business Considerations
  • Tax—Basic Federal Personal Income
  • Tax Federal Corporate Income
  • Taxation of Business Entities
  • Transactions in Emerging Markets
  • Transactions in Emerging Markets- Travel
  • Unincorporated Business Associations
  • White Collar Crime
  • Drafting: ADR Documents
  • Drafting: Contracts
  • Drafting: Litigation Documents and Contracts
  • Business Planning
  • Negotiation (Intensive)
  • Trial Advocacy

Course Descriptions


Experience

Clinics
Students who participate in a clinic are exposed to a practice area through the representation of actual clients under faculty supervision. The following clinics are relevant to this pathway:
Externships
Externships place students in a wide variety of not-for-profit, government, public interest, and private organizations and firms, where they work directly under the supervision of a practicing attorney. The external placements are bolstered by an in-school seminar in which students analyze their practical experiences and gain skills necessary for the profession. Sample placements in this pathway include:
  • Alpari
  • AXA Equitable
  • Bernstein Litowitz Berger & Grossmann LLP
  • BOCI- Commodities and Futures
  • Burberry Limited
  • David Yurman Jewelry Co.
  • FINRA – Enforcement
  • FINRA – Market Regulation Group
  • FINRA – Member Regulation
  • FINRA – Office of Fraud Detection and Market Intelligence
  • Four Wood Capital Partners, LLC
  • Kenneth Cole Productions
  • Luxottica Group S.p.A
  • Office of the Comptroller
  • Start Small, Think Big., Inc
  • UBP Asset Management
  • United States Post Service
  • United States Securities & Exchange Commission (SEC)
  • Revlon


Network

Students should seek out connections with practitioners and other students, both internally and externally. Adjunct professors can be an excellent resource both for guidance and for employment opportunities. The professional bar associations also welcome student participation and offer reduced membership rates for students. Some bar sections and committees look for students to provide research or other assistance on projects. St. John’s faculty are also an essential resource. Students should make an effort to get to know faculty who teach and have experience in their chosen areas. Finally, students should connect with other students who share similar interest through student organizations and attendance at Law School events.

Professional Organizations

American Bar Association

Asian American Bar Association of New York

Association of Corporate Counsel

Brooklyn Bar Association

Federal Bar Association

International Bar Association

National Association of Bond Lawyers

National Bar Association

New York City Bar

New York State Bar Association

Public Investors Arbitration Bar Association

Student Organizations

  • Corporate and Securities Law Society
  • Dispute resolution Society


Suggested Path

Part-time students should spread out the suggested path below to account for their expected date of graduation. In addition to the courses listed below, students should consider enrolling in the Business Basics course – offered during the academic pre-session – after completion of the first year.

Year Fall Spring Summer
1L
  • Required courses
  • Pro bono
  • Required courses
  • Pro bono
  • Internship
2L
  • Business Organizations
  • Electives
  • Continue pro bono work
  • Clinic or externship
  • Business Planning
  • Securities Regulation
  • APWR course
  • Electives
  • Continue pro bono work
  • Clinic or externship
  • Summer associate position with a law firm or internship
3L
  • Business Planning
  • Electives
  • Complete SWR paper on corporate law topic
  • Continue pro bono work
  • Clinic or externship
  • Electives
  • Continue pro bono work
  • Clinic or externship
  • Graduation
  • Bar Exam

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