Courses

• LAW BK 903: Financial Services Law Internship
  This course seeks to give students real world experience in the practice of financial services law by immersing them in the day-to-day operations of a law firm, financial services organization or regulatory agency. Students are expected to work under the supervision of a lawyer and a faculty advisor who will ensure that the students have a meaningful, relevant and rigorous experience. It is expected that the Internship will involve a minimum of ten hours workplace experience per week. The Morin Center will exercise its best efforts to arrange internships at local law firms, financial services firms, or governmental bodies. Participation is subject to availability of positions and a matching of student interests with the organizations¡¦ needs. Awarding of credits will be on a pass-fail basis and will not be included in the student¡¦s cumulative GPA. Credit will be based on reports submitted by the student. The internship is open only to full-time students who are enrolled in at least 5 other credit subjects during the semester in which the internship occurs. Unless waived by the Director, this course is open only to students who are studying for the concentration in Financial Services Transactions, for which it is a requirement.
• LAW BK 912: Introduction to the American Legal System
  This course focuses principally on three areas: (1) the use of case law as a primary source of American law, including analysis of cases, reasoning from prior cases, the evolution of case law, and the case method of teaching; (2) the structure of the American legal system and selected elements of Constitutional law, such as allocation of powers among the three branches of government, the relationship between federal and state courts, due process of law, equal protection, and other key concepts; and (3) a brief introduction to particular private law subjects such as contracts and torts. The goal is to provide insight into the methods used by American lawyers in dealing with legal questions and an introduction to the structural and substantive legal framework within which American lawyers operate. This course is no longer a required course for students who did not obtain their first law degree at a law school in the United States. However, foreign-educated students planning to sit for a bar examination in the United States, especially the New York State Bar Examination, must take this course, which is only offered in the fall semester.
• LAW BK 925: Banking Structure and Regulation
  This course provides an overview of the regulation of the banking and financial services industry under both US federal and state law focusing on the regulatory structure, regulatory bodies and the principal types of regulation. Attention is paid to the regulation of entry, geographic expansion, capital, reserves, investments, lending and interest. Traditional and non-traditional activities of financial institutions and affiliates as provided in US federal law such as securities and insurance activities, mergers and acquisitions, antitrust and trust activities will be discussed. Emphasis will also be placed on deposit insurance, regulation of foreign banks in the US, international activities of US banks and the principles of international supervision. The course will also examine issues related to anti-money laundering, bank failures and the duties of bank officials. This is a required course for all students studying for the Master of Laws degree in Banking and Financial Law. In order to maximize teacher-student contact, students will be divided into two sections.
• LAW BK 931: Compliance Programs
  The course is a survey of the key areas of compliance and risk. The focus will be on industry issues and regulatory oversight by the regulatory agencies relative to the types of services provided by financial institutions. Examples of regulatory examinations, compliance breakdowns, regulatory sanctions and remediation orders will be reviewed. The course will also examine the methodology of implementing and maintaining a compliance and risk program. Topic areas to be covered include: the Office of Foreign Assets Control; Bank Secrecy Act; Privacy in the US and the European Union; Information Technology ¡V Data Security; Information Reporting/Disclosure; Whistle Blower & Insider Trading Policies; Code of Ethics; Audit; Conflict of Interest; Management Reporting; Business Unit/Operation Oversight; Enterprise Risk Management; Implementing Policies & Procedures; Fraud Detection/Avoidance/Investigation; and Record Retention.
• LAW BK 932: US Mutual Fund Regulation
  Mutual funds are the single most widely proliferated investment vehicle in the United States. They can be thought of as capitalism for the common man. As such, any scandal in the mutual fund industry affects investor-voters and can have implications for the capital markets, and the economy as a whole. The course will cover the main provisions of the Investment Company Act of 1940 that relate to mutual funds and will focus on investment company definition and status, fund structure, registration, disclosure and investment limitations, valuation and forward pricing, distribution practices, exchange offers, performance advertising, transactions with affiliates and conflicts of interest and compliance regimes. Exchange traded funds will also be examined as a contrast to mutual funds. Although the Pooled Funds and Investor Relations course is not a mandatory prerequisite, that course is highly recommended since the US Mutual Fund Regulation course will assume that students have taken (or will subsequently take) it. The mutual fund classes relating to fiduciary duties, the role of the fund board and management fees will not be discussed in this course.
• 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 940: International Banking Structure and Regulation: Current Challenges
  A review of the basic regulatory structure governing the conduct of international banking activities from both a home and host country viewpoint. U.S. law and regulation will be examined as it applies to expansion by U.S. banking organizations outside the United States and to entry and expansion into the United States by non-U.S. banking organizations. Key provisions of the Federal Reserve Act, The International Banking Act of 1978 and the Foreign Bank Supervision Enhancement Act of 1991 will be discussed. Comparisons will be drawn with the regulation of international banking activities in the United Kingdom and Hong Kong. Underlying policies and concepts will be analyzed.The course will then proceed to an analysis of international bodies that have been playing a greater role in the establishment of international standards of regulation and supervision, including the Basel Committee on Banking Supervision, the Financial Stability Institute, and the Joint Forum, as well as such private institutions as the Institute of International Finance. Finally, we will assess the causes that led to the global financial crisis and the role of the G-20 in both advocating and coordinating key efforts of reform at global, regional and national levels.
• LAW BK 950: Pooled Funds and Investor Protection
  Pooled investment funds, such as pension plans and mutual funds, are an important part of the global financial services industry. This course is designed as a survey of pooled funds and seeks to introduce students to the common regulatory themes that are found across pooled fund types, and to identify the unique approaches to regulation applicable to the various pooled fund types studied. The course undertakes an analysis of the legal, regulatory and fiduciary standards that apply to trustees, managers, advisers, and sponsors of collective investment vehicles. The course focuses on the concept of fiduciary duty as the basis of all trusted relationships, and examines selected problems of investor and beneficiary protection in the fields of private and public pension plans and mutual funds. It studies in detail two U.S. federal statutes as examples of legal techniques used to mitigate those risks--ERISA and the Investment Company Act of 1940 (including fiduciary duties, the role of the fund board and management fees). The class then studies pooled investment funds and investment trusts in the E.U., the U.K. and other countries, focusing on the perceived risks and protective measures reflected in their legal and regulatory systems.
• 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: Thesis Seminar
  This course provides an opportunity for students to conduct in-depth research on topics covered in the program and to improve their writing skills. Each student prepares a paper on a topic chosen in consultation with the instructor and presents his or her findings to the class. 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.
• LAW BK 963: International Securities Transactions
  Rapid development of new capital markets and derivative products is changing international securities markets. After a brief review of the relevant fundamentals of securities regulations, this course explores the structure of capital markets and derivative products with emphasis on risks, legal issues and regulatory concerns.
• LAW BK 975: Financial Institutions Management
  This course provides lawyers with an introduction to problems and issues in contemporary bank management. It covers decision-making as related to profitability, asset and liability management, growth and diversification, and loan and liquidity management. The management of financial risk in banks, especially interest-rate risk, is emphasized. Also considered are international bank management issues, strategy development, merger and acquisition strategy, and the role and impact of regulatory compliance and accounting issues on bank management. Course grades will be based on a final examination, written analysis of case studies, and participation in class discussion.
• LAW BK 978: Accounting for Financial Institutions
  An introduction to the accounting practices of financial institutions with emphasis on accounting for mergers and acquisitions, loan losses, revenue recognition, and income taxes. Presentations also cover asset and liability management, liquidity and capital resources. A textbook on the principles of accounting and annual reports of major financial institutions will be used as course material. The course grade is based on two examinations and class participation.
• LAW BK 980: Securities Activities of Banks
  This course covers an important and rapidly expanding area of bank business. The course emphasizes the banking industry's new legal and competitive responses to increased competition and rapid changes in the financial services market. First, it analyzes the statutory, regulatory, and judicial parameters in which commercial banks have undertaken and are developing securities-related activities. Then, it examines in depth product and service developments, including mutual funds, brokerage, investment advisory services, and various underwriting activities. Special attention is paid to fiduciary responsibilities as they may be affected by these activities, including delegation of investment responsibility, conflicts of interest, disclosure, and fees.
• 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.
• LAW BK 987: Securitization
  Securitization and structured finance together constitute one of the most dynamic segments of the financial markets. Securitization involves the creation and issuance of securities backed by one or more assets which generate cash flows sufficient to fund the securities. Structured finance includes securitization as well as transactions in which securities are not issued, but which involve the often complex structuring of cash flows to achieve a desired tax, accounting or financial objective. These transactions often cut across many areas of legal specialization, including bank and thrift regulation, securities regulation, taxation, bankruptcy and insolvency, fiduciary law, real estate law and environmental law. This course examines a series of actual transaction to explore the sometimes contradictory ways that these various legal constructs impinge upon the structuring transactions. Examples include single-family mortgage pools, consumer credit receivable securitizations, commercial mortgage securitizations, and asset-backed commercial paper conduits. This course also explores some of the more cutting-edge reorganizations of exotic asset classes such as legal fees, intellectual property and renewable energy assets.