This course explores corporate governance metrics for complying with federal and state regulatory frameworks, including internal corporate compliance protocols used to fulfill the company’s mission and to minimize risk in the management of the corporation. Topics covered include:

1. Corporate governance internal protocols

2. Relationship dynamics between corporate fiduciaries and stakeholders

3. Development of compliance and risk management policies and procedures

4. Governmental regulatory compliance frameworks

5. Attorney’s role in compliance programs

This course introduces students to the theory and practice of global anti-corruption compliance. Topics covered include the definition, identification 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; investigation, enforcement and resolution of corruption activities; jurisdiction, corporate liability and individual responsibility; and anti-corruption compliance programs and international organizational responses.

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.

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. 

This course gives you the tools you need to participate in all aspects of internal workplace investigations. Topics covered include:

1. When companies should (or must) conduct internal investigations

2. Who should conduct investigations

3. The role of the investigator

4. Obtaining cooperation from witnesses

5. "Adnarim" warnings when attorneys are involved

6. HR training and development

7. Privilege and work product issues and their waiver

This course provides a broad overview of key issues at the intersection of cybersecurity and privacy. Topics covered include:

1. Security practices, standards, and insurance

2. Data breaches, incident response, and corporate governance considerations

3. Consumer protection law and enforcement actions

4. The Computer Fraud and Abuse Act (aka the “anti-hacking” statute)

5. Law enforcement surveillance

6. Emerging technological paradigms and legislative responses

This course describes practical frameworks for data privacy and security risk management and compliance. We examine the CIA (Confidentiality, Integrity, and Availability) Triad, the NIST Cybersecurity and Privacy Frameworks, and essential principles of Privacy by Design (PbD), along with qualitative and quantitative methods of cyber risk assessment. We apply these frameworks and methods to realistic cybersecurity and privacy scenarios. We further explore methods of transferring cyber risk, including third-party contract terms and cyber insurance. Finally, we discuss legal requirements relating to data breach response and other forms of legal process concerning digital information.

Prerequisite: INDL7550 Cybersecurity I

This module evaluates the nature of cyber crime and the legal framework for fighting cyber crime. We will learn about common modes of cyber attack, the use of mass crime tools such as "botnets," and the role of organized crime in cyberspace. We will study the U.S. Computer Fraud and Abuse Act and related U.S. and international laws that apply to computer crimes. We will also consider threats to personal safety arising out of cyberspace, including bullying, stalking, harassment, and child pornography, and we will study the unique legal challenges involved in crafting statutes to address such conduct without unduly impinging on rights of free speech and free association.

This module considers the problem of cyber-terrorism, cyber-espionage, and cyber-war. The U.S. military now considers "cyber" a "fifth domain" of warfare, after land, sea, air, and space. We will consider how the laws of war and emergencies relate to cyber incidents. We will also discuss the nature of Internet surveillance of private citizens, through an in-depth review of cases and materials relating to the Federal Intelligence Surveillance Act (FISA) Court.

This course introduces students to the legal regime governing information privacy, data protection, and data security in the European Union. Topics covered include data protection and privacy in the European Court of Human Rights, the Data Protection Directive and the General Data Protection Regulation (GDPR), data protection supervisory authorities and international data transfers, the "right to be forgotten," and cybersecurity in Europe.

This is a skills-based module centered on the role of the lawyer or compliance officer in mitigating an organization's cyber-risks, conducting forensic investigations in the event of data breaches or other cyber incidents, and presenting evidence in court or in other legal proceedings regarding the nature and causes of a cyber incident. Students will engage in a variety of hands-on skills exercises, such as a simulated "table top" cyber-risk assessment. 

This course provides an in-depth study of corporate and white-collar crimes, including: RICO; mail fraud; federal drug offenses; criminal tax enforcement; bank secrecy statutes; false statements to law enforcement agents; criminal civil rights statutes; obstruction of justice; Hobbs Act; Mann Act; securities fraud; environmental crimes; workplace death and injury; and choice between federal and state prosecutions.

This course introduces students to the theory and practice related to financial crimes compliance in the United States, and at the global level. Particular laws examined include: the Money Laundering Control Act, the Bank Secrecy Act, and associated regulations.

At the international level, the course also outlines the work of the Financial Action Task Force and its recommendations on combatting money laundering and terrorism financing.

This course explores the federal, state and judicial scheme designed to protect the privacy and security of financial information. Topics covered include:

1. Regulation of sharing consumer information by financial institutes under the Gramm-Leach Bliley Act.
2. Regulation of credit reporting agencies under the Fair Credit Reporting Act (FCRA).
3. Identity theft and businesses’ responsibilities under the Federal Trade Commission’s (FTC) Red Flag Rules.
4. Protections of individual financial information against the government under the Fourth Amendment and the Right to Financial Privacy Act (RFPA).
5. State financial privacy law
6. Breach Notification and Financial Privacy

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

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.

This course explores the core doctrines that govern the employment relationship. Topics covered include:

1. Definitions of “employee” and “employer”

2. The employment-at-will doctrine and its principal exceptions

3. Employee harassment

4. Antidiscrimination protections

5. Health and familial leave protections

6. Diversity in the workplace

7. Wage and hour laws

8. Employee privacy

9. Liability and litigation risk management