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Corporate Law (CORP)   

 

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Number Name Credit Type Offering

CORP7125

Financial Concepts for Lawyers

This course will provide law students with an introduction to accounting (balance sheet, income statement, cash flow statement, financial statement analysis), the time value of money (including future value, present value, and internal rate of return), financial instruments (including debt, preferred stock, and common stock), and the basics of Excel.



Pre/co-requisite: Business Associations

1

Lecture

in-class

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

CORP7131

Business Associations

This course considers the organization and operation of business enterprises with particular emphasis on the corporate form. The class includes an introduction to agency and partnership and limited liability companies. Corporate issues to be discussed include: nature of the corporation; corporate formation; corporate privilege and power; special problems of close corporations; fiduciary duties of directors and controlling shareholders; rights of shareholders; use of proxy machinery; derivative suits; and liability for insider trading, including an analysis of SEC Rule 10b-5.



Second year day and evening.

4

Lecture

in-class

CORP7140

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

Lecture

CORP7144

Governance, Compliance, Enforcement and 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



2

CORP7150

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

Lecture

online

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, 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.



2

online

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

CORP7180

EU Data Protection and Privacy Law: The GDPR

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.



2

online

CORP7185

Financial Privacy Law

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


CORP8120

Technology & Emerging Legal Issues in Financial Services

A central challenge to maintaining both competitive edge and regulatory compliance in today’s financial services industry is keeping step with all of the ways technological innovation has changed the way transactions occur, activity is monitored, success is measured, and risks are assessed. The speed of today’s markets is transforming the way we think about institutional and retail financial services industry, and the very definitions of what constitutes such services. While this topic is vast, this course covers the financial technology -- "FinTech" -- issues that consume most of today’s legal and regulatory attention. These include digital currencies; cyber security for trading markets and nonpublic information; cyber-activity and preemption (capital formation/crowdfunding, mobile banking, insurance); AI in banking, big data, and digital advisors; and emerging FinTech products and practices.



Pre-requisite: Business Associations

2

Lecture

in-class

CORP8122

Issues in Compliance for Global Financial Services Companies

This course examines the history and development of the compliance function within global financial services companies. In addition, it will review the broad outline of regulations applicable as well as the respective roles of corporate governance functions (i.e. finance, internal audit, independent auditors, law, compliance, ethics departments, risk management) and their relative interactions with regulators. It will also explore the detailed interaction between business processes and compliance processes.



Business Associations

2

Lecture

in-class

CORP8131

Securities Regulation

This course is designed to provide an overview of the regulation of securities and securities markets in the United States. In particular, the course analyzes the two primary federal securities laws: the Securities Act of 1933 and the Securities Exchange Act of 1934. We will explore the registration of securities offerings under the Securities Act, along with the reporting requirements under the Exchange Act. The course will also cover fraud, insider trading, and civil liability under both statutes. We will also discuss the role of the Securities and Exchange Commission in the regulation and enforcement of the federal securities laws.



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

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

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

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

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

CORP8160

Financial Crimes Compliance



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



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

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. 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



3

online

CORP8215

The Law of Governance, Risk Management and Compliance

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.



Business Associations

2

Lecture

in-class

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