Courses
| A | B | C | D | E | F | G | H | I | J | K | L | M | N | O | P | Q | R | S | T | U | V | W | X | Y | Z |
Accounting for Financial Institutions (Fall)
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.
Banking Structure and Regulation(A, I, C) (Fall)
Kenneth Ehrlich, Cornelius Hurley
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.
Bankruptcy (A, C, F, I, L) (Fall)
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.
Central Banks, Commercial Banks, and Financial Markets (A, I) (Fall)
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.
Commercial Lending (A, L) (Fall)
This course studies the legal problems involved in documenting various types of financing transactions ranging from short-term unsecured loans which are based on the borrower's general credit to long-term, asset-based financings in which the lender does not have recourse to the borrower's general assets. The documentation process is followed from the preparation of the initial term sheet through the rendering of legal opinions at closing. The major aspects of a loan agreement, specifically representations and warranties, lending provisions, closing conditions, pricing, covenants, and defaults, are studied in detail in an effort to insure that each student understands the mechanics of a financing transaction. The special legal problems involved in inventory and receivables financing, project financing, construction credits, and leasing transactions are highlighted. Subordination agreements, participation agreements, and other inter-creditor arrangements are discussed. The provisions of the Bank Holding Company Act that relate to financing transactions, bank legal lending limits, margin requirements, and usury are considered. A discussion format is employed to the extent feasible, and problems and illustrations are used to focus and encourage class participation. The grade is based on a final examination, class participation and a brief analytical paper.
Compliance Programs (A, C) (Fall)
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 – 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.
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| The Edward Lane-Reticker Speaker Series featured Lewis B. Kaden, Vice Chairman and Chief Administrative Officer of Citigroup, who presented a lecture entitled "Rethinking Corporate Governance and Controls" in November 2006. |
Consumer Financial Services (A, L, C) (Spring)
Amy W. Bizar , Richard P. Hackett
An overview of the laws relating to the offering of both traditional and innovative consumer financial services, including installment, revolving, and real estate lending, credit and debit cards; and ATM networks, point of sale, home banking, and other deposit services. The course examines the design of retail financial products and considers operational issues, the regulatory framework, and consumer protection laws including Truth in Lending, Equal Credit Opportunity, Community Reinvestment Acts, and federal and state laws governing fair credit reporting, trade practices, usury, electronic funds transfers, and funds availability.
Financial Institutions Management (A, I, C) (Spring)
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.
Fiduciary Law (Spring)
This offering from the J.D. curriculum is open to LL..M. students.
With few exceptions fiduciary law appears in all legal subjects: contract, tort and property; trusts and estates, agency and partnership; corporation and securities regulation; criminal law, health law, and civil procedure. You cannot escape it. We learn snippets of the subjects in different contexts. This course offers a view of fiduciary law as a legal category, highlights its uniqueness and history, and predicts its future development or disappearance. We sample statutory and common law fiduciaries of various kinds and ask: When and why do fiduciary duties arise? Why so many different fiduciaries with similar, but different rules? Are family members, the clergy, broker-dealers fiduciaries? What are the remedies for the breach of their duties? Is contract a good and simplified substitute to this mess? Can civil law and common law systems in the fiduciary law area be unified, as we move to, or already are in, a global business environment? Course reading materials are a manuscript in the making. Students’ comments and contributions are very welcome.
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Financial Services Law Internship (F)
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.
Government Regulation of Insurance (A, C) (Fall)
Raymond A. Guenter, Elisabeth Ditomassi
This is an-depth examination of the insurance industry and of the pervasive regulatory system that plays such a large role in shaping how its does business. The co-instructors represent the two sides of the regulatory equation—one is the general counsel of an insurance regulatory agency and the other is a former general counsel of a regulated financial services institution. Their aim is to present both the public policy and theoretical underpinnings behind insurance regulation and the reality of how it operates.
The course materials, lectures and class discussion will look at the financial structure and the performance of the insurance industry and compare them to those of other financial services entities such as banks and securities firms; examine the structure and function of individual insurance products ranging from mass marketed consumer policies such as life, auto and home insurance, to commercial policies that protect business assets, to annuities and sophisticated financial instruments; dissect the process by which the property/ casualty industry goes about setting premium rates; look at the alternative markets (captive insurers, risk retention groups, surplus lines etc.) which businesses use instead of traditional insurance products to manage their risks more cost effectively; and explore the role that agents, brokers and other intermediaries play in the business of insurance.
We will examine the American state-based regulatory system including: the objectives of insurance regulatory policy and the forces that shape it; the requirements for the formation and licensing of insurance companies; how insurance regulators go about approving / disapproving, and, in some cases, setting, the rates for property/casualty products; the mechanics of residual market mechanisms—state laws that require insurers to sell their products at below market rates or to offer specific insurance products; the regulatory scheme designed to assure the solvency of insurers including capital requirements, restrictions on investments, and financial reporting; how state insurance regulators handle the rehabilitation and liquidation of insurance companies; and the manner and extent to which the state guaranty association systems protect insurance consumers when their insurer fails; the interaction between federal law and state insurance laws and rules and how the courts have resolved conflicts between them; and how the enactment of Graham-Leach-Bliley by Congress has altered the relationship among financial service companies and the ability of the banking industry to sell insurance.
We will look at two current insurance regulatory issues: the State of Massachusetts’ attempt to achieve universal health care for its citizens by mandating health insurance coverage and the debate over legislation currently before Congress that would allow insurers to opt for a federal charter and thereby become subject to a largley federal scheme of regulation.
Hedge Funds (A, F, S) (Fall)
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.
International Economic Institutions (A, I) (Spring)
This course focuses on the respective roles of the World Trade Organization (WTO), the International Monetary Fund (IMF), and the World Bank in promoting economic growth and development and international financial stability. The course examines the governance of these institutions—including their financing, autonomy, transparency and accountability—as well as the ways in which they are responding to the challenges of 21st century globalization. WTO topics include the economics and politics of trade liberalization, the institutional framework of the WTO, the multilateral agreements governing trade in goods and services, WTO dispute settlement, and the implications of bilateral and regional trade arrangements for the multilateral trading system. A case study on China’s accession to the WTO highlights the relationship between trade liberalization commitments and domestic structural reform. IMF topics include reform of the IMF’s governance structure to reflect the increasing importance of emerging market economies, its effectiveness in carrying out its responsibilities for ‘surveillance’ of the international monetary system and the economic policies of its member countries, its progress in integrating analysis of financial sector risk and vulnerabilities into the surveillance framework, and its crisis-management role. A case study examines the IMF’s handling of the 1997-98 Asian financial crisis. World Bank (International Bank for Reconstruction and Development and International Development Association) topics include the effectiveness of the World Bank in reducing poverty and promoting economic growth, its environmental and social safeguard policies, its role in promoting public sector institutional reform, its current focus on 'inclusive and sustainable globalization' and the activities of its three affiliates (International Finance Corporation, Multilateral Investment Guaranty Agency, and International Centre for Settlement of Investment Disputes). A case study examines the impact of the World Bank Inspection Panel, introduced in 1994 as a unique citizen-driven accountability mechanism.
The grade for the course will be based on a research paper and class participation.
International Project Finance (A, I, L)(Spring)
Kathleen M. Phelps, Eugene R. Sullivan, D. Christine Woodhouse
This course examines the legal, financial, and policy problems involved in investing across national borders and focuses on strategies and techniques of structuring and financing such investments. Coverage will include the legal and regulatory environment for foreign investment, the role of political risk management, and the implications of treaties, conventions, and other relevant law. Selected international investment transactions, both actual and hypothetical, will be used to illustrate recurring issues.
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| Erik Sirri, Director, Division of Market Regulation, U.S. Securities and Exchange Commission, addressing students and members of the local legal community as part of the Morin Center Brown Bag Lunch lecture series. Mr. Sirri's lecture was entitled "Trading Stocks Globally." |
International Securities Transactions (A, I, S) (Spring)
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.
Introduction to the American Legal System (Fall)
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.
Legal Research and Writing Seminar (Fall)
This seminar seeks to give students a mastery of critical research and writing skills through intensive, hands-on instruction. Because writing program seminars are small, with no more than 15 students in a class, students work with instructors to learn first-hand how to analyze complex legal questions at a professional level. Seminars are taught by practicing attorneys who bring their vast research and writing experience to the classroom. Each seminar also has an assigned teaching assistant. Though not a required class, students who have not taken a research and writing class at an American law school and who intend to write a thesis or take a course which requires the submission of a paper are strongly advised to take this seminar.
Students who have not taken a legal research and writing class at a U.S. law school and who plan to enroll in the Thesis Seminar, in any other seminar or in any course which requires the submission of a paper are highly encouraged to enroll in this seminar. This course is open to a limited number of students and early registration is encouraged.
Mergers and Acquisitions (A) (Spring)
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.
Microfinance and Development (Spring)
Donald Terry, Virginia Valdez
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.
Pooled Funds and Investor Protection: (A, I, S, C) (Fall)
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.
Securities Activities of Banks (A, S, C) (Spring)
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.
Securities Regulation (A, S, C) (Fall)
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.
Securitization (A, I, L, S) (Spring)
Ronald S. Borod, Lawrence Uchill, Steven B. Levine
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.
Tax Aspects of International Banking (A, I) (Spring)
This course takes a transactional approach that covers both inbound and outbound aspects of cross-border financial operations. Topics include fiscal jurisdiction, withholding tax, foreign tax credit, reporting requirements, tax havens, antiavoidance legislation, transfer pricing, mutual judicial assistance, tax treaties, source rules, characterization of entities and income, tax treatment of foreign exchange fluctuations, and finance leasing.
Thesis Seminar (A, I, L, S, C) (Spring)
Cornelius Hurley, Martin A. Lacdao
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.
Transnational Lending and Trade Financing (A, I, L) (Spring)
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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Trust and Honesty in Law, Business and Public Policy: Interdisciplinary Learning by Case Method and Role Play (Spring)
This is a course for law and graduate business students, in which students of both disciplines teach, and negotiate with each other in the context of real-life situations. The course offers an opportunity for students of both disciplines to learn together the approach of each other’s discipline and environment. The teaching book, which Frankel and Fagan wrote, contains nine real-life cases (modeled after business-school format) in which law, trust, and honesty, were ignored with catastrophic results. The modules contain a role-play in which students would negotiate the contracts, control mechanisms, or other measures to avoid future disastrous results. The course focuses on the nature of the particular businesses, the culture of the organizations and management, and the applicable laws. It emphasizes the approach in each discipline in seeking solutions to the problems. Professor Tamar Frankel (617.353.3773) is available to discuss any questions students might have.
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US Mutual Fund Regulation (A, S, C) (Spring)
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.