Levin College of Law

Stuart R. Cohn

Emeritus Professor

Mailing Address:
Box #117625 Gainesville, FL 32611

(352) 273-0925


Business & Corporate Law  • Mergers  • Securities  • 


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 in the reform of every major Florida business law statute.


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

Teaching and Scholarship

Corporate & Securities Law, Franchise Law



  • 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) (443 pages)


  • Keeping Securities Reform Moving: Eliminate the SEC’s Integration Doctrine, 44 Hofstra L. Rev. 3 (2015) [SSRN]
  • Equity Crowdfunding Comes to Florida – or Has It?, 89 Florida Bar J. 43 (2015) [SSRN]
  • Now It’s Easier Being Green: Florida’s New Benefit and Social Purpose Corporations, 88 Florida Bar J. 9 (2014)
  • The New Crowdfunding Registration Exemption: Good Idea, Bad Execution, 64 Florida L. Rev. 1433 (2012) [SSRN]
  • The Sitting Ducks of Securities Class Action Litigation: Bio-Pharmas and the Need for Improved Evaluation of Scientific Data, 35 Del. J. Corp. L. 911 (2010) (co-authored) [SSRN]
  • Dover Judicata: How Much Should Florida Courts Be Influenced By Delaware Corporate Law Decisions?, 83 Florida Bar J. 20 (2009) [SSRN]
  • 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 N.Y.U. J.L. & Bus. 1 (2007) (coauthored) [SSRN]
  • 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 Del. J. Corp. L. Law 1 (2004), reprinted in Corporate Mergers: Modern Approaches (Icfai University Press, India, 2008) [SSRN]
  • Poland and United States Business Laws: A Commentary on Differing Historical and Doctrinal Bases, 3 Warsaw U. L. Rev. (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 J.  Small Emerging Bus. L., Northwestern School of Lewis and Clark College 315 (1999)
  • Corporate Natural Law: the Dominance of Justice in a Codified World, 48 Fla. L. Rev. 551 (1996) [SSRN]