Banking & Financial Law

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• LAW BK 905: DERIVATIVE PRODUCTS
  This course will introduce students to the basic economics and business purposes of a variety of derivative instruments and transactions, both exchange-traded and privately traded, and to the laws and regulations governing derivative activities and transactions. Derivatives covered will include futures, forwards, options and swaps in the interest-rate, currency, credit, equity, commodity, energy, weather and environmental areas. Students will also learn key issues and choices that arise in negotiating derivative transactions. The course will cover the increasing intersection of derivatives, cryptocurrencies and distributed ledger (blockchain) technologies, and the related rapidly changing regulatory landscape. We will discuss the treatment of derivatives in bankruptcy and financial crises, and the public-interest uses of derivatives. Finally, current "hot topics" in commodities and derivatives regulation and negotiation will be discussed. 2 credits.
• LAW BK 911: VENTURE CAPITAL FINANCING
  This two-credit course will provide an introduction to the legal and economic aspects of venture capital fund formation and venture capital financing transactions with the goal of familiarizing students with the legal agreements used to document these transactions; the course will be taught from a practical perspective in order to better prepare students who intend to pursue careers in transactional law. Through a combination of lectures and in-class exercises, the course will cover the entire life cycle of the formation and fundraising of both venture capital funds and entrepreneurial business ventures, focusing on the function of the most common transaction documents, the economic and/or legal purpose of the provisions contained within these documents and alternative approaches to address specific situations.
• LAW BK 912: INTRO TO AMERICAN LEGAL SYSTEM
  This course is designed to provide foreign graduate students with a general overview of the American legal system and as a preparatory bar course. The topics include:American common law, federalism, and judicial review; the Bill of Rights and Reconstruction Amendments; freedom of speech, press, and religion; criminal law and the 4th, 5th, 6th and 8th Amendments; property law; torts and civil remedies; contracts; professional responsibility; and the role of juries and the judiciary. The course grade is based on two short writing assignments, an online midterm, and online final exam, and class participation. Foreign- educated students planning to sit for a bar examination, especially the New York State Bar Examination, must take this course, which is only offered in the fall semester.Students who have completed the LECP will find some subject overlap between this course and their previous coursework, but largely different course materials.
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• LAW BK 931: Governance, Compliance, Sanctions and Risk
  The course is a survey of the key areas of Governance, Compliance Sanctions and Risk in financial services to give students a preliminary understanding of the subject. The focus will be on industry issues and regulatory oversight by the regulatory agencies relative to the types of services provided by financial institutions. We will analyze and discuss federal and state statutes, regulations and policy statements, filings with regulatory agencies, and agency and judicial decisions. We will consider and discuss actual institutions and enforcement actions (e.g., Wells Fargo compliance failure and Enron whistleblower).
• 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 937: CORPORATIONS 1
  Corporations I is a two credit introductory course on the fundamental principles of corporate law in the United States. The course does not assume that students have previously engaged in the study of U.S. corporate law. Corporations I will consider the nature and role of the corporation, its formation, its capital structure, and the powers, duties and responsibilities of corporate directors. In Corporations I, to gain a fuller understanding of corporate law, we will also consider basic principles of accounting, corporate finance, and agency law. To place corporate law in context, we will also consider broader issues of economic and social policy, and practical business issues on which corporate lawyers advise their clients. To foster greater understanding of the subject matter, students will be encouraged to engage in discussion and raise questions during class sessions.
• LAW BK 938: CORPORATIONS 2
  Corporations II is a two credit course on corporate law that focuses on the rights and powers of shareholders and the relationship between shareholders and directors. As in Corporations I, we will also consider broader issues of economic and social policy, and practical business issues on which corporate lawyers advise their clients. To foster greater understanding of the subject matter, students will be encouraged to engage in discussion and raise questions during class sessions. It is recommended, but not required, that students taking this course have taken Corporations I offered in the fall.
• 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.
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• 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: INTRO 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
  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.
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• LAW BK 972: SECURED TRANSACTIONS
  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. 2 credits.
• LAW BK 983: CENTRAL BKS, COMMERCIAL BKS & FIN 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. Not offered 2023-2024.