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- LAW BK 931: Compliance Programs
The course is a survey of the key areas of compliance. The course will examine implementing and maintaining a compliance program. Topic areas to be covered include: U.S. Foreign Corrupt Practices Act; the Office of Foreign Assets Control; Bank Secrecy Act; Privacy; Investigations; Whistleblower Rates; Information Reporting/Disclosure; Insider Trading Policies; Code of Ethics; Audit; Conflict of Interest; Management Reporting; Internal Reporting/E- Discovery/Record Retention. - LAW BK 933: Bankruptcy
This course examines bankruptcy and related state law from the point of view of secured and unsecured creditors. The course begins with survey of individual state law collection remedies and non-bankruptcy composition and liquidation schemes. The balance (and bulk) of the course focuses on the rights, obligations and procedures created by federal bankruptcy law. Topics addressed include: the automatic stay, the use and protection of collateral during the pendency of a bankruptcy case, the avoidance of pre- bankruptcy transfers as preferences and fraudulent transfers, the treatment of executory contracts and unexpired leases, debtor-in-possession financing, asset sales and the negotiation and confirmation of a plan of reorganization that is binding on all creditors. Finally, the course will discuss recent ¡§bankruptcy reform¡¨ legislation, which affects both corporate and consumer bankruptcies. - LAW BK 934: Hedge Funds
Assets being managed by hedge funds have grown significantly during the past 10 years. As a result, managers of hedge funds have been the focus of increased scrutiny by investors, the press and regulatory authorities. This course will cover the regulations (and exemptions) applicable to hedge funds and their managers, including under the Securities Act of 1933, the Investment Company Act and the Investment Advisers Act. We will focus on the formation and operation of U.S. and offshore hedge funds, including structure, disclosure, risks and economic and liquidity terms. This will include a detailed review of hedge fund offering documents. We will discuss the many issues being considered by hedge fund managers and regulators, including valuation, conflicts of interest, insider trading and compliance. - LAW BK 935: Microfinance and Development
This course provides an introduction to the field of microfinance, particularly its rapid evolution and role in economic development. Students will learn key concepts including the study of lending methodologies, products available to micro-entrepreneurs and the legal challenges, public policy considerations, and risks faced by investors, technical experts and financial providers. This course will also examine financial practices in the developing world such as payment and remittance systems, which allow foreign nationals to transfer funds internationally within and outside traditional banking systems. - LAW BK 941: Professional Responsibility
This course will provide an overview of a lawyer's professional and ethical obligations under United States law. It will examine the American Bar Association's Model Rules of Professional Conduct, the ABA Model Code of Professional Responsibility and the Restatement (Third) of the Law Governing Lawyers as they apply to the practicing lawyer. The course explores ethical issues, and tensions and dilemmas that arise in the practice of law, particularly in the representation of financial institutions. Students will have the chance to examine these issues through discussions of current events affecting the financial services industry. - LAW BK 943: Corporations
This course focuses on the legal structure and attributes of business corporations. Topics include pre-incorporation transactions, formation of corporations, capital structure and financing of corporations, mergers and sales of assets. The course will place particular emphasis upon the powers, rights and duties allocated among boards of directors, officers and shareholders, as well as the respective roles played by state corporate law (in particular, Delaware law), federal law, and the courts. - 拉
- LAW BK 955: Securities Regulation
A survey and analysis of key problems arising under the Securities Act of 1933, the Securities Exchange Act of 1934, and the rules promulgated thereunder. These problems include the form and content of registration statements under the 1933 Act, liabilities of persons designated in Section 11 and 12 of the 1933 Act, the form and content of a typical Balance Sheet and Profit and Loss Statement, processing a registration statement, exemptions under the 1933 Act, the underwriter's liability, the control person's "distribution;" regulation of securities exchanges and broker- dealers, manipulation, stabilization, and "Hot Issues;" tender offers; and civil liabilities under rule 10b-5, section 14(a), and Section 16(b) of the 1934 Act. - LAW BK 957: Introduction to Project Finance
This course focuses on the structure, documentation and negotiation of a typical project finance transaction. The class will explore legal, financial, and policy problems involved in investing in domestic and cross- border power and infrastructure projects. We will focus on strategies and techniques of structuring and financing such investments, and will touch upon the legal and regulatory environment for investment, and in the context of foreign investment, the role of political risk management and the implications of treaties, conventions, and other relevant law. Selected domestic and cross-border investment transactions, both actual and hypothetical, will be used to illustrate recurring issues. This course may contain a graded group drafting component where students draft and negotiate a loan agreement. - LAW BK 958: Transnational Lending and Trade Financing
This course examines legal issues arising in debt financing provided by financial institutions in international markets. The structure of transnational loan agreements, guarantees, letters of credit, participation and loan sales transactions, and basic instruments and documents common to trade financing are examined. The nature of the documentation and techniques used in such transactions, as well as regulatory patterns, legal problems and international law reform efforts, are studied. The course also covers issues related to the syndication of debt financing transactions, governing law, and creditor remedies. - LAW BK 960: Seminar on Current Developments & Issues of Financial Services Regulation
This course provides an opportunity for students to conduct in-depth research and to improve their writing skills on current structural and/for regulatory issues in the financial services area. This class meets weekly to discuss financial services developments on topics and to review the topic proposal and outlines of class participants. Each student prepares a paper on a topic chosen in consultation with the instructor, and then leads a class discussion of the financial services issues addresses by the paper he or she prepares. Students edit one another's drafts and participate in critiques during class sessions. A text and other materials are used in discussions of effective legal writing. The seminar may satisfy a concentration requirement depending on the subject of the paper. It is open to a limited number of second-semester students with permission of the instructor. - 拉
- LAW BK 972: Uniform Commercial Code
Secured Transactions explores the "how-to's" of asset-based lending and, particularly, the way in which a lender or seller of commercial goods on credit protects its rights in the debtor's collateral under Article 9 of the Uniform Commercial Code and the U.S. Bankruptcy Code. The subject matter is approached from the perspective of practice skills in representing a lender and a commercial debtor. Students are responsible for case and problem recitation, as well as problem solving in a team environment. - LAW BK 983: Central Banks, Commercial Banks, and Financial Markets
This course introduces lawyers to the economics of financial markets and institutions. Emphasis is placed on the interaction of commercial banks, the Federal Reserve System, and monetary policy. Other topics include the characteristics of financial instruments (such as Treasury securities, corporate stocks and bonds, and secondary market mortgage-backed securities), how they are priced in the market, the factors determining the level and shape of the Treasury yield curve, and the relationship between commercial banking and the growth of the over-the-counter derivatives market. Course grades will be based on midterm and final examinations, and on written assignments. - 拉
- LAW BK 988: Mergers and Acquisitions
This course deals with key issues that arise in bank mergers and acquisitions. Business and transactional topics include: merger and acquisition strategies, deal structure and pricing, hostile takeovers and defenses, duties of directors, disclosure obligations, due diligence, mergers of equals, social issues, tax considerations, and accounting issues. Regulatory topics include: federal and state approval processes, regulatory considerations in the structuring of transactions, antitrust considerations, interstate banking issues, the Community Reinvestment Act, thrift and other nonbank acquisitions, Glass-Steagall and Bank Holding Company Act issues, and cross-industry transactions. - 拉
