This document outlines instructions for a law school final exam involving a team take-home exam and oral presentation. It provides details on the exam format, grading, questions, and expectations. The exam consists of 5 questions of varying weight covering topics like activist shareholders, SEC filings, private placements, and secondary offerings. Teams have 48 hours to complete a written response and will later present their analysis orally via videoconference.

1. FINAL EXAM
This is the final exam (hereinafter “Final Exam”) for the Northwestern University
School of Law course Securities Regulation - Spring Semester 2015 (BUSCOM 620-SEC1)
taught by Professor (Lecturer) Kevin J. P. O’Hara. As you know, we have previously
discussed at length in class the structure of the Final Exam, which is as follows:
(1) The format for the Final Exam is a 48-hour take-home exam performed in groups
(hereinafter “teams”).
(2) As you know, students have self-selected their own teams to draft and submit a
response (hereinafter “Response”) to the Final Exam. Each team is composed of up
to five students, and was registered as such with the class Co-Secretaries as reflected
in the master spreadsheet.
(3) Each team must submit a type-written (double-spaced) Response, which can include
any type of relevant visuals, presentations, graphs, spreadsheets, etc.
Notwithstanding the number of students on a team, each team’s Response and
corresponding “oral presentation” (see below) will be evaluated and graded by me
using an identical standard of review.
(4) Teams can review and use any materials and documents in preparing their Response.
As such, the Final Exam is totally “open book.” Be mindful to use proper citations of
materials, documents, etc., if and when necessary. However, it is strictly prohibited
to communicate in any manner with persons (including other teams) outside of your
own team concerning the Final Exam until all teams have completed both their
Responses and oral presentations. Thus, out of abundance of caution, please refrain

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from communication outside of your team regarding the Final Exam until the end of
May, which is when final grades are submitted by me.
(5) Each team has given me notice by way of the Co-Secretaries of the date and time it
wishes to receive and begin the Final Exam. In accordance with that notice, I will
distribute the Final Exam in both Adobe Acrobat (.pdf) and MS Word formats by
email to each team (using student email addresses submitted to the Co-Secretaries).
Because of time sensitivity, when a team receives the Final Exam, one of its student
members should please confirm receipt to me by email. My email address is
kjpoh32@yahoo.com. (My cell phone is 312-925-8082.)
(6) The Final Exam has five (5) questions. Each question is given different weight in
terms of my evaluation and grading; to wit: Question One is 30%; Question Two
is 10%; Question Three is 22.5%; Question Four is 22.5%; and, Question Five is
15%. Roughly, this weighting corresponds to the percentage of time that should be
devoted to responding to the respective questions and reflects, in my view, the
relative complexity and length between and among the questions. That said, each
team shall, in its own discretion, allot the amount of time it deems necessary to
respond to each question.
(7) The questions in the Final Exam are fictional and do not necessarily reflect real or
actual events or persons.
(8) The Final Exam is a team exercise and, like with all teams, there will be a degree of
separation of responsibilities to create efficiencies and synergies. That said, teams
may not “divide and conquer” the questions among themselves. Instead, each team

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member must work and complete the entire Final Exam collaboratively and
cohesively with his/her other team members.
(9) Upon receipt of the Final Exam, each team will have no more than EXACTLY 48
HOURS to complete and return its Response to me by email in an Adobe Acrobat
(.pdf) document. When submitting your Response to me by email attachment, please
copy your teammates on the “cc” line of the email. Upon receiving a Response from
a team, I will confirm its timely “receipt” by email.
(10) There is no per se limit on the length of the Response as a whole, or on responses
to individual questions unless I state so explicitly in connection with an individual
question. However, as discussed in class, recognize who your target audience is and
be reasonable and balanced when determining length. Your real-world target
audiences are typically very busy people under time pressures and constraints, and
need to be efficient in their time allocation.
(11) In drafting the Response, you may wish to make certain (reasonable) factual
assumptions and/or articulate processes for establishing further factual investigation
or inquiry. If you do, you must state your assumptions and/or processes clearly and
the relevancy and rational for doing so.
(12) In addition to the written Response, each team will perform an Oral Presentation
of their Response via Skype, FaceTime (or by similar media) with me at an agreed
upon date/time. The Oral Presentation will last between 1 hour and 1 ½ hours.
During the presentation, I will role play as the target audience identified in each
question (e.g., the client, the SEC Chairperson, the board of directors, the law partner,
etc.). It is mandatory that before the Oral Presentation each team create and distribute

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to me a PowerPoint, Prezi, or other media which summarizes your Response and/or
any other relevant information. Be creative! Lastly, and as previously discussed, at
the conclusion of the Oral Presentation, each individual team member should be
prepared to engage in a “compensation” discussion with me; to wit: what grade you
believe you merit for the course and the factual basis for that grade. The
compensation discussion will be conducted with me individually and privately. In
connection with the compensation discussion, students in the past have prepared a
few bullet points or a paragraph or two on this subject and submitted it to me before
or during the compensation discussion. Such written advocacy is not mandatory and
is at the discretion of each student.
(13) Among other things, my didactic method (teaching approach) attempts to help
provide a solution to: (http://www.washingtonpost.com/business/economy/why-law-
schools-are-losing-relevance--and-how-theyre-trying-to-win-it-
back/2015/04/20/ca0ae7fe-cf07-11e4-a2a7-9517a3a70506_story.html). Accordingly,
I attempt to provide you (my students) with the foundation, tools, and conceptual and
inter-disciplinary wherewithal to evaluate and solve novel and challenging problems
within the Federal Securities Regulation subject matter. Accordingly, like what goes
on in the real world, you may find aspects of questions in the Final Exam not covered
or discussed intensely during the course. The Final Exam is consciously constructed
to do just that. The world outside of the lecture hall is filled with novelty, complexity
and subtlety, and solutions are not always readily found in a text or horn book, or in
class notes taken during your professor’s lecture(s). While preparing your Response,
rely on the foundation, tools, and processes cultivated throughout the semester.

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(14) Although the thrust of the class is obviously Federal Securities Regulation, your
Response may employ arguments based on business, finance, public policy, public
relations, marketing, philosophy, logic, ethics or other disciplines as long as they are
relevant and add weight to your Response. And, don’t forget common sense!
(15) To summarize: each team must: (1) submit a Response within 48 hours of
receiving the Final Exam; (2) participate in an Oral Presentation at a mutually
agreeable time with me, which will include a compensation discussion at its
conclusion; and (3) submit, prior to the Oral Presentation, a presentation (e.g.,
PowerPoint, etc.) which serves as the foundation of your advocacy in the Oral
Presentation.
Read the above instructions and below questions thoroughly and carefully. Have fun and
good luck!
My very best regards, Prof. Kevin
* * * * * * * * * * * * *
Question One – Five Parts
(30% Weighting)
Your law firm has been retained as outside counsel by the Board of Directors of General
Motors Corporation (NYSE: GM) in connection with its interaction with the activist shareholder
group lead by Harry Wilson (the “Wilson Group”). The Wilson Group is making certain
demands of GM, including, but not limited to, share repurchases and a material increase in its
ordinary dividend. If the parties do not agree and reach terms of settlement, the Wilson Group is

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threatening a proxy contest by proposing its own slate of directors to run against those nominated
by GM in its proxy statement.
General background on this matter can be found in the following Forbes article:
http://www.forbes.com/sites/joannmuller/2015/03/09/gm-to-buy-back-5-billion-in-stock-activist-
investor-backs-off/. However, for purposes of this exam question, you must assume that, unlike
what is reflected in this article (or anywhere else), GM and the Wilson Group have not reached a
settlement and that the Wilson Group continues to press the company, privately and publicly, on
its several demands.
Your law firm puts your team at the point of its representation with GM on this matter.
You meet with the GM Board and learn, among other things, that: (1) Harry Wilson himself has
had a deep prior affiliation with GM; and, (2) the Wilson Group is separately compensating its
director candidates on its slate; to wit: the directors are individually receiving $1.5 million/year
retainers from the Wilson Group. Also, assuming they are elected as GM directors, the
candidates are being given large financial incentives to take board action that successfully results
in achieving the Wilson Group corporate and financial demands. The Wilson Group has
articulated that it needs to offer this type of compensation package in order to attract director
candidates who possess platinum credentials and impeccable reputations.
The GM Board of Directors is holding a special meeting in 48 hours and needs your
exacting input on several critical and time sensitive matters, each of which is set forth
immediately below. Obviously, GM is a reporting company under the Securities Exchange Act
of 1934 and its common stock is listed on the NYSE. Your analysis and recommendations
should include implications, if any, of those statuses.

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Part One: Is the compensation arrangement between the Wilson Group and its slate of
director candidates legal from the outset before the GM 2015 annual meeting and the shareholder
vote take place? Is the compensation arrangement legal where the Wilson Group slate of
director candidates is elected to the GM Board of Directors at the 2015 annual meeting?
Obviously, GM wants you to advocate that they are not legal or, at the very least, that they are
tainted, require regulatory scrutiny, or certainly do not meet standards of “good governance.”
Note that the GM Board of Directors has suggested delegating this singular matter (the
compensation one) to one of its standing board committees which may have a particular
expertise to perform the initial deep-dive analysis. Should they delegate the compensation
matter to a committee and, if so, which one? Or, should the Board of Directors not delegate the
matter to a committee and take up this matter from beginning to end as a whole.
Part Two: You are advised that the GM Board of Directors is considering adopting,
forthwith, the following bylaw (as a kind of poison pill):
“No person shall qualify for service as a director of the Corporation if
he or she is a party to any compensatory, payment or other financial
agreement, arrangement or understanding with any person or entity
other than the Corporation, or has received any such compensation or
other payment from any person or entity other than the Corporation, in
each case in connection with candidacy or service as a director of the
Corporation; provided that agreements providing only for indemnification
and/or reimbursement of out-of-pocket expenses in connection
with candidacy as a director (but not, for the avoidance of doubt, in
connection with service as a director) and any pre-existing employment
agreement a candidate has with his or her employer (not entered
into in contemplation of the employer’s investment in the Corporation
or such employee’s candidacy as a director), shall not be disqualifying
under this bylaw.”

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Please advise the GM Board of Directors on the efficacy, legality, etc., of this proposed
bylaw. Bottom line: from all GM perspectives (legal, PR, etc.), is it a good idea? And, if you
advise that the bylaw should be adopted, how would that process work?
Part Three: As noted earlier, there is information that Harry Wilson has had a significant
prior affiliation with GM. Given that, the Board of Directors is questioning whether the Wilson
Group has engaged in insider trading in connection with its share purchases of GM stock and/or
whether the Wilson Group has engaged in any other regulatory non-malfeasance or malfeasance
or breaches of duties. What are your views and, in connection therewith, what would you advise
GM to do?
Part Four (a), (b) (c): Now, assume you are in-house counsel for the Wilson Group in
connection with its current activist engagement with GM. (You have no current nor have you
had a prior working relationship with GM.) Counter any and all arguments made in Parts One,
Two and Three, immediately above. You are now advocating on behalf of the Wilson Group and
its goals and demands.
Part Five: Again, assume you are in-house counsel for the Wilson Group. Also assume
that the Wilson Group’s corporate structure is such that the entity that is acquiring the GM stake
and threatening the proxy contest is a broker-dealer and, thus, registered with the SEC and
FINRA, and is also a member of Nasdaq. Would those facts impact (or not) your responses to
Parts One – Four above?
* * * * * * * * * * * * *

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Question Two
(10% Weighting)
You are a staff attorney at the SEC in Washington, D.C. in December 2005. Your branch
chief (your supervisor) asks you to review the following public company filings by Archipelago
Holdings, Inc. (Archipelago Exchange: Symbol “AX”). Both filings were made on October 24,
2005, the first of which is an amended Form 3 and the second is a Form 4; to wit, respectively:
http://www.sec.gov/Archives/edgar/data/1107389/000110738905000074/xslF345X02/edgar.xml
and
http://www.sec.gov/Archives/edgar/data/1107389/000110738905000075/xslF345X02/edgar.xml.
Your branch chief asks you to review the filings, and any other relevant information, and report
back to her by memorandum within 48 hours clearly explaining the transactions reflected in the
filings (they seem quite complex) and whether any regulatory issues arise from the filings.
* * * * * * * * * * * * *
Question Three – Two Parts
(22.5% Weighting)
Part One: You are an attorney who works at a financial advisory firm. Your expertise is
structuring private placements. One of the bankers at the firm brings you into a meeting with the
CFO of a very important client, Virtu Financial, Inc. (“Virtu”), which just recently went public
(Nasdaq: VIRT)(
http://ir.virtu.com/sec.cfm). The CFO communicates that Virtu would now like
to do a $200 million private placement, which would be structured as a $100 million primary
offering, the proceeds of which would be used to augment Virtu’s growth plans, and a $100
million secondary offering, where two current Virtu shareholders, “Temasek Post-IPO
Stockholder” and “Silver Lake Equityholders,” would each sell $50 million from their current

10. 10
stakes. Virtu has been approached by a multi-billion dollar financial institution, who did not
participate in Virtu’s IPO, but now wants to take down the entire $200 million private placement
investment.
You and the banker need to report back to Virtu’s CFO in 48 hours. Can Virtu do a
private placement? If so, how would it be legally structured best suiting Virtu and in the most
efficient manner?
Part Two: You work as a very senior attorney at Big Cheese investment banking firm,
which did not participate as one of the book-runners in the Alibaba Group’s mega-IPO. In order
to build a stronger relationship with Alibaba Group, the senior bankers in your firm want to pitch
its founder and CEO, Jack Ma, on doing a secondary offering in the public markets. You are
called in by the bankers to opine on the issue of whether, from legal and regulatory standpoints,
the secondary offering should be done in Hong Kong or the U.S., given Alibaba Group’s current
standing. Explain in detail. The bankers tell you can only choose one jurisdiction and they need
an answer in 48 hours.
* * * * * * * * * * * * *
Question Four
(22.5% Weighting)
You are employed in the office of the SEC Chairwomen in Washington, D.C., as her
legal counsel specializing in transactions. The Chairwoman advises you that the U.S. Secretary
of the Treasury, who is Chairman of the President’s Working Group on Financial Markets (the
“Group”), has given her short notice of a meeting of the Group that is scheduled for the
following week. (The Group was established by Executive Order 12631 in 1988.) In addition to

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the Treasury Secretary and SEC Chair, the other members of the Group include the Chair of the
Federal Reserve Bank and Chair of the Commodity Futures Trading Commission, all of whom
will attend the meeting along with various support staff.
The agenda of the meeting that is very relevant for the SEC Chairwomen is the status
update on the implementation of the Jumpstart Our Business Startup Act (JOBS Act), signed into
law on April 5. 2012. In particular, the Treasury Secretary has asked the Chairwoman to be
prepared to update the Group on the crowdfunding provisions of the JOBS Act given that the
SEC has released a rulemaking agenda “placing its equity crowdfunding rules on their October
2015 agenda.” (See http://www.forbes.com/sites/kevinharrington/2015/02/03/will-jobs-act-
equity-crowdfunding-ever-happen/). Although months away (from October 2015), the Treasury
Secretary wants the SEC Chairwomen to brief the Group on the direction the SEC will take
regarding crowdfunding and provide specifics. According to the Treasury Secretary, the
President is very interested in getting briefed on this matter.
The Chairwoman, whose career has focused on criminal and securities litigation, does not
possess deep understanding of the JOBS Act and the subtopic of crowdfunding. Because she
needs to get up to speed quickly, and be prepared for the meeting, she asks you to prepare a draft
memorandum under her name addressed to the Group that responds to the request by the
Treasury Secretary; namely, the regulatory status of the approval process of crowdfunding
regulations and, more importantly, the direction the regulations will ultimately take. In order to
maintain focus to the memorandum, the SEC Chairwomen requests that you limit your
“direction” advocacy to three primary topics, along with supporting arguments. The bottom line:
what direction(s) should the draft SEC regulations take while being ever-mindful of the SEC’s
mission of “(retail) investor protection.” Among other places, you know that there is a plethora

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of information on the JOBS Act generally at the SEC’s own website at
http://www.sec.gov/spotlight/jobsactcomments.shtml, and, specifically on crowdfunding at
http://www.sec.gov/rules/proposed/proposedarchive/proposed2013.shtml (October 23, 2013.)
Because the Group meeting is next week and there will need to be sufficient time for
edits of and additional input into the memo by other SEC staff, the Chairwoman instructs you to
turn the memo around in no more than 48 hours.
* * * * * * * * * * * * *
Question Five – Two Parts
(15% Weighting)
Part One: (A) You are a law clerk working for the District Court Judge Jesse M.
Furman, who has been assigned to the case City of Providence, et al. vs. BATS, et al. (SDNY
2014); complaint: http://www.rgrdlaw.com/media/cases/279_complaint.pdf; and, consolidated
amended complaint: http://www.law.du.edu/documents/corporate-governance/nyse-nasdaq-and-
nasd/City-of-Providence-v-BATS-Global-Markets-Amended-Complaint-2.pdf. The judge
anticipates that the defendants will move to dismiss Count I of the consolidated amended
complaint, which is based on Section 10(b) of the Securities Exchange Act of 1934 and Rule
10b-5 promulgated thereunder, because it is time barred under the statute of limitations (and
other relevant case law). The judge asks you to deliver a memorandum to him within 48 hours
analyzing the time bar issue, including whether the time bar analysis could impact the amount of
damages sought by the plaintiffs.
Part Two: It appears that the SEC Division of Enforcement (“Enforcement”) has not
opened an inquiry (investigation) into the allegations of wrongful conduct stated in the above

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consolidated amended complaint. Civil complaints, which are public documents, are frequently
used by Enforcement as sources to open inquiries. Assume for this question that Enforcement
has not opened an inquiry on this matter. Why haven’t they? What legal/regulatory reason(s)
would cause them not to do so?
+++++++++++++END OF FINAL EXAM+++++++++++++