The Graduate Program in Banking & Financial Law is the only financial services LLM program in the US with its own faculty of senior practitioners and with a curriculum designed exclusively for graduate study (rather than relying on regular law school courses.) The program of study includes courses in banking law, securities law, and general financial services law and leads to the degree of Master of Laws in Banking and Financial Law. The regular full-time program consists of five or six courses (12 credits) taken for credit each semester. With more than 25 courses offered, students may choose from a variety of classes that suit their needs and interests. With the exception of the Banking Structure and Regulation course, all courses are elective.
There are three principal types of courses in the Graduate Program:
- Regulatory courses provide solid grounding in the structure and content of banking, securities financial law, and regulation
- Transactional courses familiarize students with the structuring and documentation of typical transactions in a number of financial areas, including commercial lending, project finance, transnational lending transactions, and securitization
- Business-oriented courses introduce students to bankruptcy, the role of central banks, mergers and acquisitions and other structures in the area of banking and financial law
Banking Structure and Regulation: LAW BK 925
This course provides an introduction to and overview of the banking and financial services industry under US law and where US laws intersect with international banking supervision structures and principles. The course focuses on US banking structures and regulations, with an emphasis on the public or regulatory policies behind the laws and regulations. Recent US legislation in the Dodd-Frank Act and recent international reform initiatives such as Basel III receive close scrutiny. The course addresses a range of safety and soundness rules, permissible activity issues, chartering and merger activity procedures and capital and liquidity requirements. The course also addresses administrative procedures including bank examination and supervision, the regulatory supervisory process and bank enforcement actions. Students are asked to do significant reading and to participate in classroom discussion about course subject matter and to be aware of current developments in the financial services industry. This is a required course for all students studying for the degree of Master of Laws in Banking and Financial Law.
Bankruptcy: LAW BK 933
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: LAW BK 983
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: LAW BK 991
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 insure 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.
Consumer Financial Services: LAW BK 995
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: LAW BK 937
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: LAW BK 938
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.
Financial Crisis to Fintech: LAW BK 971
This course provides the student with a perspective on the origins of the financial crisis of 2007-2009, the response to that crisis, and the financial reform responses to the crisis be they legislative, regulatory of 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. Finally, the course will take an analytical view of the reforms prompted by the crisis. These include various systemic risk measures, guidance from the G-20 and Bank Stability Board, Basel III, the treatment of home/host country issues, and the current state-of-play of the regulation of the derivatives marketplace. A discussion format is employed to the extent feasible, and problems and illustrations are used to focus and encourage class participation.
Financial Derivative Products and Markets: LAW BK 905
This course will introduce students to the basic economics and business purposes of a variety of derivative instruments, both exchange- traded and privately traded, and to the regulation of derivatives activities and transactions. Derivatives covered will include futures, forwards, options and swaps in the interest-rate, currency, credit and equity 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. Finally, current "hot topics" in commodities and derivatives regulation and negotiation will be discussed. 2 credits.
Financial Services Law Internship: LAW BK 903
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, financial nonprofit entity or regulatory agency. Students are expected to work under the supervision of a professional, approved by a Financial Services Law Internship faculty member, 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 Graduate Banking Program will exercise its best efforts to arrange relevant internships with entities involved in providing financial services. The Graduate Banking Program will also review and incorporate in the Internship course, appropriate internship opportunities arranged by the student which meet course requirements. Participation is subject to availability of positions and a matching of student interests, prior course work and language skills with the needs of the internship providers.
Governance, Risk Management and Compliance: LAW BK 931
The course is a survey of the key areas of compliance. The course will examine implementing and maintaining a compliance program. Topic areas to be covered include: U.S. Foreign Corrupt Practices Act; the Office of Foreign Assets Control; Bank Secrecy Act; Privacy; Investigations; Whistleblower Rates; Information Reporting/Disclosure; Insider Trading Policies; Code of Ethics; Audit; Conflict of Interest; Management Reporting; Internal Reporting/E- Discovery/Record Retention.
Hedge Funds: LAW BK 934
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.
Introduction to Project Finance: LAW BK 957
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.
Introduction to the American Legal System: LAW BK 912
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, intellectual property, criminal procedure 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.
Mergers and Acquisitions: LAW BK 988
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.SPRG 2023: LAW BK 988 A1 , Jan 18th to Apr 26th 2023
|Mon||6:30 pm||8:30 pm||2||Kevin J. Handly||LAW||605|
Pooled Funds and Investor Protection: LAW BK 950
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.SPRG 2023: LAW BK 950 A1 , Jan 17th to Apr 25th 2023
Professional Responsibility: LAW BK 941
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: LAW BK 972
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.SPRG 2023: LAW BK 972 A1 , Jan 19th to Apr 20th 2023
|Thu||2:10 pm||4:10 pm||2||Michael Refolo||LAW||414|
|Thu||2:10 pm||4:10 pm||2||Staff|
Securities Regulation: LAW BK 955
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: LAW BK 987
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 transactions to explore the sometimes contradictory ways that these various legal constructs impinge upon the structuring transactions. Examples include single-family mortgage pools, trade receivable securitizations and commercial mortgage securitizations. This course also explores some of the more cutting-edge securitizations of exotic asset classes such as legal fees, intellectual property and renewable energy assets.
Tax Aspects of International Business: LAW TX 906
Tax aspects of international business transactions, both "inbound" and "outbound", with particular attention to fiscal jurisdiction, the foreign tax credit, allocation of income among affiliated companies, treaties, anti-abuse measures aimed at tax haven operations, information reporting and foreign investment in U.S. securities and real estate. Prerequisite or corequisite: Federal Income Taxation I.FALL 2022: LAW TX 906 A1 , Sep 6th to Dec 6th 2022
|Tue||4:20 pm||6:20 pm||2||Douglas S. Stransky||LAW||605|
|ARR||TBD||TBD||2||Douglas S. Stransky|
Transnational Lending: LAW BK 958
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.SPRG 2023: LAW BK 958 A1 , Jan 23rd to Apr 24th 2023
|Mon||4:20 pm||6:20 pm||2||Sandra Vrejan||LAW||605|
Venture Capital Financing: LAW BK 911
This one-credit course will provide an introduction to the legal and economic aspects of venture capital financing transactions with the goal of familiarizing students with the legal agreements used to document these transactions. Through a combination of lectures and in-class exercises, the course will cover the entire life cycle of an investment, 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. As of Spring 2022 course is 2 credits.
Financial Services Internship
The Financial Services Internship, which is available to both US- and internationally trained students, is structured as a one-credit course to meet international student visa requirements. Students have the opportunity to spend 10 to 20 hours per week with a financial institution, law firm, government agency, or non-profit business entity, providing a practical financial services experience to supplement the academic coursework of the Graduate Program. The Internship is supervised by a member of the faculty, Carolina Trujillo, who helps to place students with internship providers and who receives and evaluates the reports and final short paper from the student.
BU Law’s LLM programs have responded to employer comments on US law school training by placing more emphasis on so-called “soft skills” training. This training involves providing our students with the skills needed to work as part of a legal team, to interact effectively at meetings, to meet deadlines, to act professionally, to deal well with clients, and to be at ease in professional social settings. It is precisely these attributes of a successful lawyer that the Internship is designed to address, in the context of financial services legal work. The Internship can provide each participant with a supervisor who can attest to the student’s ability to effectively contribute in a US corporate/legal environment. Additionally, internationally-trained students can gain a recommendation on their written and oral English language skills from a US employer. Historically, the internship has been useful to internationally trained students seeking an employment opportunity during their Optional Practical Training year.
An effective US internship opportunity requires a supervisor who will take the time to find interesting work and to instruct and mentor student participants. The Graduate Program has learned that such supervisors are often found in small to mid-size law firms, financial institutions, and non-profit entities, where there is a real need for the work the intern will perform. Accordingly, the internships provided are generally with smaller institutions with a need for one or two legal interns. In addition, there are sometimes governments, such as the City of Boston, or government agencies, such as the Massachusetts Division of Banks, with a need for legal interns.
The Internship is available to the student who has completed one semester in the Graduate Program and has a grade point average of 3.2 or greater. The Internship demands at least 10 hours per week and most students’ complete the internship while enrolled in six additional two-credit courses. Participating students receive one academic credit without a formal grade, if the student completes the weekly reports of hours and duties and composes a short paper evaluating his or her internship at its completion. The Internship must be completed during a single semester. The record of the Internship appears on the student’s transcript.
Our goal is to provide an internship opportunity for every member of the Program who wishes to participate, which is usually about 25% to 40% of each class. Generally, students with less employment experience in their background benefit most from this opportunity. Students may also find their own internships and make such internships part of the course.