Courses

The listing of a course description here does not guarantee a course’s being offered in a particular term. Please refer to the published schedule of classes on the MyBU Student Portal for confirmation a class is actually being taught and for specific course meeting dates and times.

• LAW BK 927: ANTI MONEY LAUNDERING COMPLIANCE
  This AML training course is intended to familiarize students with the risks of money laundering and terrorist financing; describe the legal and regulatory framework that governs AML compliance and its relationship to a financial institution's overall compliance function; and explain the consequences of non- compliance. At the end of the course, students should have not only a good working knowledge of AML compliance as a major compliance area for financial institutions but also a concrete example of risk management, monitoring and testing and the administrative requirements involved in customer screening.
• LAW BK 928: INVESTMENT ADVISOR COMPLIANCE
  This course introduces the foundational components of an investment advisers compliance program. The course will cover the Investment Advisers Act of 1940, the role of the SEC and will touch on the following areas: registration, books and records, fiduciary duty, Code of Ethics, Form ADV, advertising, guideline monitoring, allocation, best execution, error resolution, insider trading, and proxy voting. Emphasis on compliance methods and skills, including review of regulatory rules, compliance case discussions, and building and monitoring surveillance activities, will offer a broader perspective on general financial institution compliance. Students should come away with a working knowledge of how a financial institution compliance department operates.
• 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.
• LAW BK 945: Cybersecurity and Privacy
  This course provides an overview of cybersecurity including common terms, policy, strategy, operations, remediation, vulnerabilities, threats, and federal and state statutes and regulations as these pertain to financial services and banking. The cybersecurity triad of Confidentiality, Integrity, and Availability (CIA) and Privacy are covered from the perspective of the Board of Directors, Risk Management Committees, Chief Risk Officers, Chief Information Security Officers, Clients, Regulators, and others. Common Cybersecurity Frameworks such as National Institute for Science and Technology (NIST) , Center for Internet Security (CIS), Assessments and Reports, Techniques for Mitigation (outsourcing, cyber-insurance), are covered. Federal and State Statutory and Regulatory compliance are covered including Graham Leach Bliley (GLBA) Sarbanes-Oxley, Payment Card Industry (PCI), and jurisdictions of Massachusetts, New York, and California. NIST pillars shall be reviewed, emerging standards, applicability to businesses, supply chains, and responsibilities of boards, senior executives, management, and the CISO. The Role of the CISO, CRO, legal counsels, and other parties shall be discussed including new assessment and reporting requirements.
• LAW BK 950: POOLED FUNDS & 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 951: PAYMENT SYSTEMS
  The modern businesses of banking, fintech, and financial services are, to a very large extent, focused on the technology and media of payments (transfers of value) between persons and/or entities. These payments can be made from person to person (P2P), business to business (B2B), customer to business (C2B), business to customer (B2C), person to government (P2G), government to person (G2P), or government to government (G2G). The technologies and media of exchange have grown from cash and checks to blockchain and biometrics. Visa, Mastercard, American Express, Venmo, Paypal, GooglePay, ApplePay, FedNow, Swift, ACH, SEPA, Bitcoin, USDC, and many others - all are ways to transfer value between different parties. These discrete payment systems, and the transmission of payments between the parties involved, are governed by separate and distinct practices and protocols ("rails"), which are embodied, to an ever greater extent, in agreements, terms and conditions of use, laws, rules, regulations, and guidelines. From various Credit Card Network rules to NACHA Operating Rules, ETA Guidelines, PCI DSS, the Electronic Funds Transfer Act, UDAAP, FinCEN Prepaid Access Rule, state Money Transmitter laws, NY Bitlicense, and countless others - there is a lot to unpack and understand. This course provides an introduction to how those payments systems operate and the separate rules, regulations, agreements, customs and practices that govern them.
• 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.
• LAW BK 971: Financial Crisis to Financial Technology
  The landscape of the financial system is defined by crises and the responses to those crises. Whether it is the Panic of 1907 that let to the creation of the Federal Reserve, the Great Depression that produced the Glass Steagall Act, or the Great Recession of 2008-09 that resulted in the Dodd Frank Act, one cannot appreciate the nuances of the financial system without an appreciation for how it was shaped. This course respects the significant role of history in shaping the current financial system. It is, however, in discussing current events in the context of that development that the course delivers the greatest value. Each student is expected to keep abreast of recent developments in the financial services industry and come to class prepared to discuss them. In this regard, something new is afoot today. It is called "fintech" or financial technology. Each crisis and each regulatory reaction call for financial institutions to be more highly regulated. This imposes additional costs on incumbent institutions. It also opens the door for the digitization of finance, new ways of making payments, and an opportunity for AI to be a substitute for the old ways of doing business. All this comes with considerable risk and opportunity. This course provides the student with a perspective on historical developments. For example, the origins of the Global Financial Crisis of 2008-09 are explored along with the extensive financial reform responses to the crisis be they legislative, regulatory or market- driven. The course has three parts: the Buildup, the Eye-of-the Storm, and the Response. In the first part, the causes of this and other financial crises are explored including the housing bubble, the development of the "shadow" financial system, new financial instruments, regulatory gaps and deregulation, monetary policies, compensation practices, accounting deficiencies, governance breakdowns, and more. In the second part, policy responses to the crisis are detailed such as: central bank liquidity facilities, government investment programs such as TARP, fiscal stimulus, stress-testing, enforcement actions and the lack thereof, and global coordination of responses. The critical role of Government Sponsored Enterprises, GSEs, is also explored. Finally, the course takes an analytical view of the reforms prompted by the crisis. These include various systemic risk measures, guidance from the G-20 and Financial Stability Board, Basel III, the treatment of home/host country issues, and the current state-of-play of the regulation of the derivatives marketplace. In each of these three parts, the role of fintech is discussed. This includes the topics of crypto, stablecoins, real time payments, asset digitization, and AI assisted credit underwriting. When the instructor believes an outside subject matter expert will enhance the discussion, he will call on qualified practitioners to participate. Students are expected to make their own presentations as well.
• 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.
• LAW BK 987: SECURITIZATION
  Securitization constitutes one of the most dynamic segments of the financial markets and is one the principal sources of lower-cost non-dilutive liquidity in the world. Securitization involves the creation and issuance of notes or other forms of securities backed by one or more assets which generate cash flows sufficient to fund the timely payment of the principal and interest due on the securities. The securities are also usually issued by special-purpose bankruptcy-remote vehicles to insulate the assets from the risk of bankruptcy. This feature, combined with cash reserve accounts, overcollateralization and other features, achieves the "alchemy" of converting unrated assets into investment grade securities. These transactions often cut across many areas of legal specialization, including bank regulation, securities regulation, taxation, bankruptcy, and real estate and corporate law. In addition to teaching the elements of these various legal disciplines that are applied to securitization transactions, this course is unique among securitization courses offered at other law schools in the U.S. in that it involves the students in a series of real or hypothetical case studies that require the application of these legal disciplines to the process of structuring actual securitization transactions. In addition to residential and commercial mortgage-backed securities and trade receivable securitizations, this course also explores some of the more cutting-edge securitizations of more esoteric asset classes, including legal fees, patents, trademarks and copyrights, as well as securitization of whole businesses. The course also examines the role of the irresponsible use of securitization technology in the 2008 financial collapse and the reform measures that were adopted in response, as well as the emergence of "impact" securitization in the form of solar asset securitization and use of securitization to finance development of life-saving drugs.
• LAW BK 988: MERGERS & 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.
• LAW BK 990: GOVERNMENT REGULATION OF INSURANCE
  The Patient Protection and Affordable Care Act (PPACA), better known as health care reform, is the most important and controversial piece of federal social legislation of this generation. It is also basically an insurance regulatory statute. PPACA establishes a new and complex set of rules governing the operation of the health insurance industry, provides consumers with important rights with respect to access to medical care and imposes obligations with respect to health insurance on both businesses and individuals. The course will look at PPACA and the issues that surrounded its enactment--issues which continue to fuel debate over whether it should modified or repealed. This will be done as part of an examination of the regulatory rules that govern all of insurance industry's products (annuities, auto, home owners? product liability, life insurance, etc). The course also takes a look at the insurance industry?s structure and financial performance and at the competitive interactions between the insurance, banking and securities industries. The impact on the industry of the financial crisis of 2008 and the resulting Dodd-Frank reform legislation will be reviewed.