Corporate Law (CORP)   

 

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Number Name Credit Type Offering

CORP7130

Accounting for Lawyers

This course surveys elementary techniques and basic theoretical concepts of accounting for law students with little or no accounting background. It provides an introduction to: accounting statements and statement analysis; the accounting cycle; fixed asset accounting and depreciation; and corporate and estate accounting.

Note: Students who have completed 4 or more credits of undergraduate or graduate accounting are ineligible to enroll in the course without written permission of the Associate Dean.



2

Lecture

in-class

CORP8190

Advanced Topics in Risk Management

This course explores the theory of risk management and federal and state regulatory efforts to impose risk management obligations on corporations through corporate governance. Topics covered include:

  1. Corporate governance

  2. Relationships and conflicts of interest among the board of directors, senior management, rank-in-file employees and regulators

  3. Effectiveness and execution of risk management roles and responsibilities



3

online

CORP8133

Business Planning

This course analyzes basic issues to be considered in the organization, operation and disposition of business ventures, combining concepts of partnership, limited liability company and corporate law, finance, securities law and taxation. The course will focus on four primary areas: formation and capitalization of the enterprise, determining participation in profit and loss, rewarding employees and service providers and exit strategies, including business combinations and taxable and tax-free dispositions.In addition to traditional teaching methods, the course involves guest lectures from entrepreneurs, investors and others involved in the field. Significant emphasis will be placed on federal and state tax issues affecting business planning decisions. Fundamental principles of entity-level and pass-through taxation will be discussed. 



3

Lecture

in-class

CORP8132

Corporate Finance

 This course continues the study begun in Business Associations with emphasis on the financial aspects of the publicly held corporation. It includes: problems of enterprise and securities valuation; capital structure; the issuance and acquisition of securities; security holders' rights; dividends; structural change; mergers and acquisitions.



 Prerequisite: Business Associations.

3

Lecture

in-class

CORP8160

Financial Crimes Compliance



3

online

CORP8138

Financial Institutions

This course provides an overview of the regulation of the banking and financial services industry.  The class will situate bank regulation in the broader context of other financial institutions, including investment funds, broker-dealers, and insurance firms, and in the context of other national, regional and international approaches to regulation finance. In addtion to covering U.S. banking law basics - safety and soundness, activities and affiliation restrictions, geographic limit, deposit insurance and supervision - the class will consider issues in central banking, resolving complex financial conglomerates, cross-border regulatory cooperation, institutional design for regulating finance, and financial crisis response.



Prerequisite: Business Associations

3

Lecture

in-class

CORP7160

Global Corruption: Regulation, Compliance, and Enforcement

This course introduces students to the theory and practice of global anti-corruption compliance.  Topics covered include the definition and measurement of corruption; the OECD Convention on Combatting Bribery of Foreign Public Officials; the U.S. Foreign Corrupt Practices Act; the UK Bribery Act; anti-corruption laws in other countries; enforcement and resolution of corruption activities; jurisdiction, corporate liability, accomplice and inchoate offenses; and anti-corruption compliance programs.



2

online

CORP8165

Introduction to Corporate Finance

This corporate finance course explores the key financial instruments used by corporations, and the legal rules that govern those instruments. Topics covered include:

  1. Capital structure

  2. Financial instruments

  3. Mergers & Acquisitions

  4. Financial Distress



2

online

CORP7150

Introduction to Corporate Law

This corporate law course examines the organization and operation of business enterprises, with particular emphasis on the corporate form. Topics covered include:

  1. Sole proprietorships

  2. The law of agency

  3. Partnerships

  4. Limited liability companies

  5. The nature of the corporation

  6. Corporate privileges and powers

  7. Rights of shareholders

  8. Powers and fiduciary duties of directors, officers, and controlling shareholders

  9. Derivative lawsuits



3

CORP9130

Issues in Corporate Governance and Securities Regulation

This course examines federal and state regulations of securities, including disclosure requirements, rules governing public and private offerings, and remedies and liabilities. The course also explores within the context of securities regulations current topics relating to the tensions between the interests of issuers and shareholders. This course will highlight challenges raised in the context of corporate governance. Issues to be discussed include fiduciary duties of directors and controlling shareholders; rights of shareholders; use of proxy machinery; and liability for insider trading, including an analysis of SEC Rule 10b-5.



Prerequisite: Business Associations.  A separate course in Securites Regulation is not required, and knowledge of securities case law and principles beyond what is covered in Business Associations is not expected. Note: Students cannot apply both Issues in Corporate Governance and Securities Regulation (CORP9130) and Securities Regulation (CORP8131) towards degree requirements. 

3

Seminar

in-class

CORP8135

Mergers and Acquisitions

This course examines the Board and Shareholder actions that may be required in connection with corporate mergers, acquisitions and divestitures, as well as stock and asset purchase arrangements. The course will cover the mechanics of combination transactions from preliminary agreement to consummation, including letter of intent, due diligence, and acquisition and divestiture documents, with special emphasis on key strategic and legal issues common to the diligence, negotiation and drafting processes, including securities disclosure obligations. In addition, the class will study poison pill initiatives and other defense mechanisms used to thwart unwanted takeover attempts, including current issues in corporate governance and shareholder perspectives. The class will consider the Board's role in these transactions, as well as the Shareholder role in, among others, going private transactions. We will link transactional law matters with securities law compliance and corporate governance.



Prerequisite: Business Associations

2

Lecture

in-class

CORP8170

Regulating Broker-Dealers

This course explores the roles and duties of brokers and dealers, the legal rules that govern these investment professionals, and the regulatory authorities that create and enforce these rules.  Topics covered include a general overview of the financial markets regulatory framework; the economic realities that create legal obligations under federal securities regulations and self-regulatory organizations' rules; supervision of broker-dealer financial distress, including protection of customer funds and liability for customer losses.



2

online

CORP8175

Regulating Depository Banks

This course introduces students to the primarily laws and regulations governing banks whose primary function is to accept cash deposits.  Topics covered include the regulation of bank formation, bank deposit regulation, capital regulation, the Consumer Financial Protection Bureau, holding companies and SIFIs, bank governance and supervision, and special areas of regulatory concern.



3

online

CORP8180

Regulating Funds and Investment Advisors

This course examines mutual funds (investment companies) and other related entities like hedge funds and private equity funds. Topics covered include:

  1. Investment Company Act of 1940

  2. Investment Advisers Act Of 1940

  3. Regulation of swaps and other derivatives under Dodd-Frank

  4. Role of the CFTC in regulating this market

  5. Relationship between funds and their broker-dealers



3

online

CORP8185

Regulating Insurance Companies

This course examines federal and state regulation of insurance companies. Topics covered include:

  1. Federal and State Relationship

  2. State Insurance Boards, Commissioners, and Similar Authorities

  3. Regulation of form and content of policies; kinds of insurance

  4. Intermediaries-brokers, broker dealers, producers, compensation, licensing

  5. Rate regulation

  6. Solvency regulation

  7. ERISA and group insurance regulation

  8. Regulation of reinsurance



3

online

CORP9133

Securities and Corporate Law: Theory and Practice

This course is designed to bridge the gap between the legal theory and practical realities of the practice of law by focusing on the various problems that arise in the daily practice of corporate and securities law. The course will include guest speakers who are prominent practicing lawyers. This course will also include field trips to the

American Stock Exchange, to a leading NASDAQ brokerage firm, and to a leading financial publication where students will have the unique experience of seeing how markets are made and reported with respect to major corporations. This course will explore problems engendered by investigations and disciplinary proceedings initiated by the Securities and Exchange Commission, the National Association of Securities Dealers, Inc., the stock exchanges and state regulatory authorities. Students will engage in "moot court" arbitrations as council for various parties. The preparation of prospectuses, proxy statements and annual reports will be addressed and students will prepare portions of these documents. Substantive areas of corporate and securities law such as the securities exchange act of 1934 section 10(b) and rule 10b-5 will be discussed. There will be writing assignments during the course of the semester.



Prerequisite: Business Associations Recommended: Securities Regulation

2

Seminar

in-class

CORP8131

Securities Regulation

This course analyzes the statutes collectively referred to as the federal securities laws with emphasis on the Securities Act of 1933. Most of the course is devoted to a consideration of defining a security, registration of securities offerings, and exemptions from registration. Liability under the 1933 Act will also be addressed, as will registration of broker-dealers.



Prerequisite: Business Associations. Note: Students cannot apply both Securities Regulation (CORP8131) and Issues in Corporate Governance and Securities Regulation (CORP9130) towards degree requirements. 

3

Lecture

in-class

CORP7170

Securities Regulation and Compliance

This course focuses on mandatory affirmative disclosure requirements under the Securities Act of 1933 and the Securities Exchange Act of 1934, triggered by the public offering of securities and by their trading in public markets. Topics covered include:

  1. Federal regulation of the offer and sale of securities under the Securities Act of 1933

  2. Exemptions from federal registration

  3. Reporting obligations of public companies under the Securities Exchange Act of 1934

  4. Sanctions and civil damage liability for violating these requirements



2

online