Seton Hall | Law - Corporate Law (CORP)
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Number | Name | Credit | Type | Offering |
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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. |
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:
|
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:
|
2 |
|
|
CORP7150 |
Regulating Depository Banks
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. |
2 |
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:
|
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:
|
2 |
|
online |
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 |
CORP8134 |
Data Analytics
This course will prepare students to practice in a legal environment increasingly reliant on data and data analysis. The course will begin with an introduction to basic statistics (using an inexpensive, popular book) and basic empirical techniques such as sampling and regression, and aim to arm students with the ability to conduct basic empirical analysis, and as importantly, to be able to understand the limits and potential issues surrounding the use of data, and learn how to challenge data-based arguments made by others. The course will also introduce students to various ways in which the use of data is changing the practice of law, including government investigations, corporate transactions, and document discovery and production. No knowledge of or background in mathematics is required or assumed. The course is aimed at preparing even math-phobic students to practice law in a rapidly changing world, to work in public policy, or simply to be better citizens. |
2 |
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
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. |
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:
|
|
|
|
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:
Prerequisite: Securities Regulation |
2 |
|
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 |
CORP9140 |
Startup Counseling
This course focuses on the legal issues young companies, particularly in the technology space, encounter. Topics that will be discussed include entity formation, obtaining financing from venture capitalists and angel investors (including standard documentation), securities law governing fundraising and equity awards to employees, and common provisions in customer facing agreements (including Terms of Service and Privacy Policies). This class will also delve into case studies of innovation to understand the interaction of law with evolving technologies and business practices, including cryptocurrencies, ride sharing, crowdfunding, and peer-to-peer lending. Reading will consist of a mix of public law, transactional documentation and secondary sources. Except with the instructor's permission, students must have taken business associations (and prior or concurrent enrollment in securities regulation and/or corporate finance would help). Note: 3 credits AWR Seminar. 2 credits Take-Home Exam.
Business Associations |
2/3 |
Seminar |
in-class |
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