Curriculum Guide · Courses

Professors David Karp and Brent Mitchell

J.D. Course 1110 (cross-listed) | 2 credit hours

Government enforcement programs are more vigorous than ever, and lawyers on all sides of an issue need to be able to investigate and understand what happened. Investigative skills are an essential part of the toolkit of any attorney. Fact-finding and analysis are core elements of all legal work, but too often, lawyers are left to develop crucial, practical skills without guidance or training.

Government investigations – such as those into violations of the federal securities laws – require a unique skill set, above and beyond substantive knowledge of legislation and rules. Enforcement attorneys need skills to identify key documents, review large amounts of information, interview witnesses and then summarize their work in writing.

The course attempts to provide practical skills in the context of broader ideas about how to investigate and about how the Securities and Exchange Commission investigates. This will include some substantive law and some academic critique of the SEC, but it will also cover practical issues like how to gather information, how to analyze it against substantive law, how to deal with lies, and why lawyers must make themselves comfortable with technical subjects.

Through this course, students will learn about how the SEC’s Enforcement Division conducts securities enforcement investigation. Students will consider the life cycle of an Enforcement Division investigation – from the first tips through collecting information through deciding whether a violation has occurred – and gain an appreciation of how to use investigative powers responsibly. The course will rely heavily on publicly-available primary documents, including lawyer work product like subpoenas, transcripts, court orders, complaints and motions. The course will also include case studies for students to try their hand at making decisions.

The course will focus on the goals and tools of law enforcement, including how to start, plan and conduct an investigation. It will contrast those investigations with similar efforts by journalists, investors, and other government agencies. It will also examine investigations from the perspective of defense lawyers – both conducting their own investigations and responding to the government – so that students may learn how to act on behalf of private clients. We want students to think about and prepare for the investigations that they’ll do in their careers

There are no prerequisites though concurrent or prior enrollment in Securities Regulation is recommended.

The first meeting of this class will not be on Thursday, September 5, because of the Rosh Hashanah holiday. Professors Karp and Mitchell will hold a make-up session on Saturday, September 7, from 10:00 a.m. to 12:00 p.m. If there is a need, the professors may also schedule a meeting on Monday, September 9, for the students who cannot make the September 7 session. The professors will discuss this over email with students in September. The room assignment will be announced in September.