Photo of Stuart Cohn

Stuart R. Cohn

Sam T. Dell Research Scholar



Mailing Address:
Box #117625 Gainesville, FL 32611


(352) 273-0925

(352) 392-3005

Stuart Cohn is the Sam T. Dell Professor of Law. He has authored a principal treatise in securities law, Securities Counseling for Small and Emerging Companies, and the leading treatise on Florida's business law statutes and case law, both published by Thomson Reuters. His recent articles include a critique of the Security and Exchange Commission's integration doctrine (Hofstra Law Review) and an analysis of Florida's recently adopted crowdfunding statute (Florida Bar Journal).

Professor Cohn is a Senior Fellow with the United Nations Institute for Training and Research and manages three online courses in Capital Market Development and Corporate Governance for worldwide participants. He was recently appointed a Distinguished Visiting Professor at Central University of Finance and Economics in Beijing, China, where he is participating with other Chinese academics in recommendations regarding the reform of China's securities market.

Professor Cohn is a member of the Executive Council of the Business Law Section of The Florida Bar and is involved the reform of every major Florida business law statute. His scholarship can be found on:


LL.B., Yale University; B.A., Oxford University; B.A., University of Illinois

Teaching and Scholarship

  • Corporate & Securities Law, Franchise Law

Professional Activities

  • University of Florida: Joined College of Law Faculty in 1977 as Associate Professor. Named Professor (1980) and International Programs Coordinator (2001).
  • Visiting Faculty: University of Maryland, University of Konstanz (Germany), West Virginia University, University of Michigan
  • Career Highlights: Marshall Scholar, Oxford University (1962-64); Lecturer, Tel Aviv University Faculty of Law (1987); Instructor, Ecole de Droit Summer Program, Montpellier University, France (1999), and American Law Program, Warsaw University, Poland (1999, 2000); Senior Fellow, United Nations Institute for Training and Research (2002 - present); Workshop Director, Capital Market Development in West Africa (2000); Seminar Director, Capital Market Development in Uganda (1997, 1999, 2000)
  • Organizations: American Bar Association (Committee on Federal Regulation of Securities since 1980, Subcommittee on Proxy Regulation and Tender Offers); The Florida Bar Association (Executive Council, Business Law Section, 1995-present; Chairman, Committee on Corporations and Securities, 1995-97; Chairman, Subcommittee on Judicial Dissolution of Corporations, 1993); Illinois Bar, Phi Beta Kappa, Phi Kappa Phi

Business Organizations (3 credits) - LAW 6062

  • A consideration of the various forms of doing business, especially for unincorporated associations. Emphasis is placed upon agency and partnership, with consideration given to other forms of businesses, such as non-profit corporations, professional associations, and limited liability companies.

Corporations (3 credits) - LAW 6063

  • Registration preference will be given to fall entering students on their fourth full semester, and to spring entering students on their second full semester. Consideration of problems in organizing a corporation, disregard of the corporate fiction, control and management, derivative suits, and special problems of close corporation. Consideration also may be given to regulations controlling insider trading, proxy solicitations and short-swing profits.

Corporate Finance and Reorganization (3 credits) - LAW 6064

  • An inquiry into the various methods used in financing the corporation, payment of dividends and other distributions, the reacquisition by a corporation of its own shares, and problems of mergers, consolidations and other forms of corporate reorganization. Prerequisites: Corporations (LAW 6063). Recommended: Legal Accounting (LAW 6760).

Securities Regulation (3 credits) - LAW 6560

  • Examination of the controls and exemptions relating to the sale and distribution of securities by corporations, underwriters and others, including the scope of the securities laws, registration provisions, distribution and resale of restricted securities, express and implied civil liabilities, secondary distributions and tender offers. Issues will be analyzed in the context of the 1933 and 1934 federal statutes, as amended, and state Blue Sky laws. Prerequisites: Corporations (LAW 6063).


  • Securities Counseling for Small and Emerging Companies (Thomson Reuters) (annually supplemented)
  • Florida Business Laws Annotated: Commentary, Cases and Forms (with Stuart D. Ames) (Thomson Reuters) (annually supplemented)
  • Capital Market Development in Uganda (International Law Institute, 1999) (co-authored)


  • Now It’s Easier Being Green: Florida’s New Benefit and Social Purpose Corporations, 88 Florida Bar Journal 9 (2014)
  • The New Crowdfunding Registration Exemption: Good Idea, Bad Execution, 64 Florida Law Review 1433 (2012)
  • The Sitting Ducks of Securities Class Action Litigation: Bio-Pharmas and the Need for Improved Evaluation of Scientific Data, Delaware Journal of Corporate Law (to be published Fall, 2010) (co-authored)
  • Dover Judicata: How Much Should Florida Courts Be Influenced By Delaware Corporate Law Decisions?, 83 Florida Bar J. 20 (2009)
  • Comparative United States and Polish Regulation of Corporate Freeze- Outs and Squeeze-Outs, Warsaw University Law Journal (Spring 2008) (co-authored)
  • Capital Offense: The SEC’s Continuing Failure to Address Small Business Financing Concerns, 4 New York University J Law & Bus. 1 (2007) (coauthored)
  • Good Corporate Governance in Developing Nations: Idealism and Realism, Best Practice Series #12, United Nations Institute for Training and Research (2006)
  • The Non-Merger Virtual Merger: Is Corporate Law Ready for Virtual Reality?, 29 Delaware Journal of Corporate Law 1 (2004), reprinted in Corporate Mergers: Modern Approaches (Icfai University Press, India, 2008)
  • Poland and United States Business Laws: A Commentary on Differing Historical and Doctrinal Bases, 3 Warsaw University Law Review 20 (2004)
  • The Development of Micro-Cap Securities Markets in Sub-Saharan Africa: New Approaches to Fostering Enterprise Growth, United Nations Programmes in the Legal Aspects of Debt and Financial Management (2002)
  • Confidence Building in Sub-Saharan Stock Markets, Capital Market Development: The Road Ahead United Nations Programmes in the Legal Aspects of Debt and Financial Management (2000) The Impact of Securities Laws on Developing Companies: Would the Wright Brothers Have Gotten Off the Ground?, 3 Journal of Small Emerging Business Law, Northwestern School of Lewis and Clark College 315 (1999)
  • Corporate Natural Law: the Dominance of Justice in a Codified World, 48 Florida Law Review 551 (1996)
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