Academic, Course, and Registration Information

This course provides a practically oriented introduction to the organization, ownership structures, powers, and regulation of State and Federally chartered banks, savings institutions, and holding companies. Students are introduced to the history and development and current structure of the U.S. banking and thrift industries, the differences in corporate powers between deposit-taking and other types of business organization, the historic roots and current status of America’s “dual banking system,” and the origin, “moral hazards” and other effects and limitations of federal deposit insurance. Through review of assigned commentary, corporate charter and bylaw provisions, judicial and agency decisions, agency policy statements, and Federal and State statutes and regulations, students will examine the evolution, corporate organization and regulation of bank, savings and loan, and financial holding companies, including business powers, capital and liquidity requirements, affiliate and insider transactions restrictions, restrictions on geographic and product line expansion. The course includes critical review of the existing system of supervision, licensing and examination of financial institutions, the application of antitrust principles to the banking industry, and the principles and tools of financial consumer protection. Also reviewed are the supervisory and enforcement powers of the Federal financial regulatory agencies. Focusing on the 2023 failures of Silicon Valley, Signature, and First Republic Bank, the FDIC’s tools and methodologies for resolving failed financial institutions are also examined. The course text is the current (3rd) edition of M.Barr, H.Jackson & M. Tahyar’s Financial Regulation Law & Policy. Weekly lectures are supplemented with topical slides and instructors’ notes, and sample documents from actual transactions. A research paper on an assigned topic of current interest is required.

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.

This course studies the legal issues 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 students understand 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. A lecture and discussion format is employed.

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.

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.

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.

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.

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.

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.

Financial technology or "fintech" companies have become a ubiquitous component of the banking and financial services ecosystem. This Fintech course will introduce students to the world of fintech, frequently relying on the use of case studies. The course will provide students with an understanding of the legal and regulatory landscapes — primarily in the United States but also in other jurisdictions — applicable to fintechs. Because many fintechs offer financial products and services in partnership with banks, the course will also focus on key issues raised by these combinations, how banks and fintechs have fallen short of regulatory expectations, and how regulators are responding to such challenges. Finally, the course will cover digital asset (e.g., stablecoin, cryptocurrency) activities engaged in by fintechs and the changing legal environment for those activities.

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).

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.

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.

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.

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.

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.

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.

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.

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.

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 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.

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.

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.