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.

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 addresses issues of significant and growing importance in the areas of corporate governance, compliance and risk management. The course will principally focus on the risk management and compliance policies developed by or designed for corporations, but we will consider the perspectives and concerns of management, in-house and outside counsel, regulators, other relevant stakeholders who may influence governance, compliance or risk management.

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 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

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

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 studies the theory of administrative actions; administrative process; agency organization; determination and promulgation of the administrative regulations; right to notice and hearing; enforcement; judicial review; standing; and the Administrative Procedure Act.

This course provides a survey of remedies available to consumer and business debtors and their creditors under state law and the United States Bankruptcy Code. The course covers topics such as: enforcement of money judgments, commencement of bankruptcy cases, the automatic stay, property of the bankruptcy estate, exemptions, secured and unsecured claims, avoidance of transfers, executory contracts, distribution of property, dismissal and conversion of bankruptcy cases, and discharge of debts in bankruptcy.

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 studies the federal income taxation of corporations and shareholders, including: a detailed examination of the tax problems arising on incorporation; distributions to shareholders; redemptions of stock and liquidation; the Subchapter S corporation, and corporate reorganizations.

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 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 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 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 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.

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.

This course introduces students to the primary 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.

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. Dodd-Frank Act

4. Sarbanes-Oxley Act

5. Role of the CFTC in regulating this market

6. Fiduciary Duties

7. Relationship between funds and their broker-dealers

8. Compliance and ethics programs

Secured credit--in the form of bank lending, mortgages, and asset securitizations--is a legal solution to critical business challenges. Secured credit can help creditors lend money while minimizing the risk of loss. It can also help businesses and consumers pledge assets as collateral while retaining the right to use those assets.

This course examines the use of credit and collateral in sale and loan transactions, ranging from routine consumer purchases to complex business transactions. This course uses a problem-based approach to explore commercial deals. The course implicates both statutory interpretation and policy considerations in meeting the needs, and reconciling the interests, of the various parties to secured transactions--consumers, manufacturers, dealers, lenders, insurers, and the government. The focus is on developing situations-specific legal strategies and advising clients. There are no pre-requisites for this course, but students who have taken either Commercial Law or Bankruptcy may find the background provided by those courses helpful.

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.