Banking & Financial Law

• 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.
• LAW BK 991: COMMERCIAL LENDING
  This course studies the legal problems involved in negotiating and documenting various types of commercial lending transactions ranging from short-term unsecured loans to secured and long-term financings. The process is followed from the initial identification of a lending opportunity to pre- commitment correspondence and commitment letters, through to the key documents required at closing. The major aspects of a loan agreement, including definitional provisions, representations and warranties, lending provisions, pricing, affirmative and negative covenants, and events of defaults are studied in detail in an effort to ensure that each student understands the mechanics of a commercial loan agreement. Security interests in real estate and personal property are addressed. Loan syndications and the loan markets are examined. Issues relating to guaranties and subordination agreements are considered. Overviews of Chapter 11 bankruptcy and lender liability are provided. Provisions of the Bank Holding Company Act relating to financing transactions, legal lending limits, margin requirements, and usury are considered. A lecture and discussion format is employed. Reading assignments include relevant court decisions, articles, and actual transaction documents.
• LAW BK 995: CONSUMER FINANCIAL SERVICES
  This class presents an overview of the laws relating to traditional and innovative consumer financial products and services, including the impact of the new consumer protection provisions of the Dodd-Frank banking law on creditors and consumers. The course focuses on federal consumer financial laws governing installment, revolving, and real estate lending, credit and debit cards; and ATM networks, point of sale payment systems, home banking, stored value and prepaid cards; and other deposit and loan products and services. The course examines the design of retail financial products and considers operational issues, the regulatory framework, and consumer protection laws including The Consumer Financial Protection Act, 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.