Curriculum Guide · Courses

Professors Michael Rosenthall and John Vasily

LL.M Course 750 (cross-listed) | 2 credit hours

In this course, students will learn how to structure and execute a global securities offering. The course will include a case study of the recently completed $21,000,000,000 offering by AIG of American International Assurance, the largest IPO in the history of the Hong Kong Stock Exchange. The transaction was conducted in the midst of the global financial crisis, with the proceeds being used to pay down the loans advanced by the US government in its bail-out of AIG. The course will be team taught by John Vasily, a partner with Debevoise & Plimpton, who led the team on the AIG IPO, and Michael Rosenthall, an attorney with the SEC. The course will focus on the key US rules applicable to global offerings, including Regulation S, Rule 144A and related provisions. It will also cover Sarbanes-Oxley, ADRs, Sections 4 and 5 of the Securities Act of 1933 and the Foreign Corrupt Practices Act. The course will include a detailed review of the IPO documents from the AIA offering, in order to give students the hands-on experience of working on a global IPO. Note that there is no pre-requisite for this course.