Professor Howard S. Meyers
Covers accounting techniques in the contexts in which a lawyer is likely to confront accounting issues. Provides knowledge of fundamental accounting techniques and principles of recordation, presentation, and analysis of financial data. This course is graded on a pass/fail basis and is open only to students who have had no accounting in college or graduate school.

Professors Lenni B. Benson, Michael Botein, Frank W. Munger, Michael Sinclair
The complexity of modern government means that much governing is done not by the traditional three branches but by administrative agencies with quasi-legislative and quasi-judicial, as well as executive, functions. This course explores administrative process and procedure: how, in the federal government, the Constitution, Congress (through organic statutes and the Administrative Procedure Act), the courts, and the agencies themselves help define the powers and responsibilities of the independent and executive agencies. Examines specific agencies as bureaucratic institutions, considers approaches to regulatory reform, and specially emphasizes the courts’ role in redressing abuses of agency discretion.

Professor Ronald Filler
This is a required course for an LL.M. degree. Each student will meet frequently throughout the semester with Professor Filler to discuss and analyze a proposed topic for a major research paper to be completed by the student by the end of the semester.

Professor William Jannace ’92
This course will analyze the various audit, examination, and inspection proceedings involving all types of financial institutions,with a special emphasis on governmental and SRO proceedings. It will provide an excellent overview of the various types of such proceedings and which regulators are involved, how the agencies and SRO examination staffs coordinate among each other, how to assess the request and respond thereto, how and when internal audits and examinations should occur and the role played by such internal proceedings, how to establish effective internal investigations, how and whether internal reports are discoverable,the need for self-reporting, the role of counsel in these proceedings, ethical issues facing legal and compliance personnel, and the formal processes used by governmental agencies and SROs.

Professor TBA
This course will examine in detail the Bank Holding Company Act(BHCA) and related laws, such as the Gramm-Leach-Bliley Act of 1999, explaining the policy goal of the “separation of banking from commerce” from the BHCA’s origins to recent developments tied to the current financial crisis and address topical questions, including whether “deregulation” under the Act and related statutes, such as Glass-Steagall, have contributed to the crisis, whether private equity firms should be able to own banks, and whether there are regulatory gaps in the current framework. This course will also examine what constitutes a “bank,” a “financial holding company,” control for purposes of determining the applicability of non-voting equity investments, and the treatment of foreign banks under the BHCA.

Professor David Glass
Introduction to the history, structure, and regulatory scheme of the American banking system, emphasizing federal regulation of bank activities, trust powers, formation of new banks and bank holding companies. Explores activities a bank may engage in fiduciary obligations, and the problems of failing banks.

Professor Marshall Tracht
In-depth analysis of the Bankruptcy Code, including commencement of a case, the automatic stay, exemptions, trustees avoiding powers, distribution, priorities, and discharge. Covers selected state debtor/creditor law, including pre- and post-judgment remedies, fraudulent conveyances, exemptions, liens, and security interests. Although issues involving corporate debtors are addressed, the course focuses on Chapter 7 (liquidation) and Chapter 13 (individual repayment programs).

Professor Roseanne Harvey
This course focuses on the reorganization of corporate entities under the Bankruptcy Code. Topics include: eligibility to file, creditor and equity holder committees, adequate protection, executor contracts, appointment of trustees and examiners, plans of reorganization, disclosure statements and confirmation. In addition to statutory material and problem sets, students look at actual materials in Chapter 11 cases. Attention is also given to current topics in the corporate reorganization field, such as attorney and,retention fees, conflicts of interest, bad faith filings, and trading of bankruptcy claims.

Professors Beverly Loew ’94, Tim Lorah ’96
Since the adoption of the USA Patriot Act in 2001, anti-money laundering laws and regulations have expanded and are still expanding from primarily a bank focus to an increasingly diverse set of non-bank financial institutions. Moreover, the BSA and its implementing regulations, which once involved compliance with a relatively discrete set of domestic reporting and recordkeeping requirements, now frequently intersect with the requirements of federal functional regulators and often non-U.S. regulators, requiring both stand-alone and affiliated financial institutions to establish and implement anti-money laundering policies and procedures that mesh across a global compliance program. This course is designed to be relevant both for newcomers and practitioners, with regulatory policy and compliance practice equally emphasized by a teaching team comprised of a noted former BSA regulator and a leading Wall Street compliance professional. The course provides an in-depth study of the U.S. and international anti-money laundering laws and policies as they continue to evolve, including a comprehensive overview of the BSA and its implementing regulations as they apply to various types of financial institutions (such as banks, bank holding companies, securities and futures broker-dealers, insurance companies, money service businesses, precious metals dealers, mutual funds, and hedge funds); a study of the intersection of the BSA with other financial regulation, the Foreign Corrupt Practices Act, and U.S. sanctions programs administered by the Office of Foreign Assets Control; a comparison of the legal framework and the rules and regulations of several major jurisdictions; and case studies demonstrating how law enforcement uses BSA information and emphasizing the legal and reputational risk to financial institutions; and the global impact of money laundering and financial crime.

Professors Lee Augsburger, Peter Feeley
This course will examine the legal and compliance issues facing multi-national financial services firms. Students will explore and examine the basic elements of legal and regulatory obligations faced by international financial services firms as well as the various regulatory oversight structures. Additionally, consideration will be given to the role of the compliance department function in relation to current developments in corporate governance. Students will also analyze the practical compliance-related issues that arise in designing and implementing day-to-day operating policies and procedures. This course will utilize case studies and experimental learning exercises in which the students will examine and discuss solutions to real-life compliance issues. Students will be asked to prepare written assignments to allow them to develop and hone the practice skill necessary to effectively address compliance issues facing multinational financial services firms.

Professor Randy Henrick This course will examine the evolution of the U.S. consumer credit,financial services, and privacy laws and regulations relating to the use of consumer data and identity theft as well as analyze the various case law that has arisen since the enactment of the Consumer Credit Protection Act of 1968. This course will provide an in-depth analysis of the laws, regulations, policies, and practices relating to credit cards, mortgages, auto loans, and student loans, as well as the privacy protections relating to non-public personal and financial information, the rights of consumers and regulatory officers under such laws as the Federal Trade Commission Act, data secrecy laws, state laws that prohibit unfair and deceptive acts and practices, common tort laws and contract claims, It will also examine the discharge of consumer debt in bankruptcy, identity theft, and the regulation of banks and financial institutions.

Professor Jeffrey J. Haas
An advanced corporations course on legal and economic issues involved in corporate financing decisions, covering valuation of corporate entities and their securities, corporate capital structures including the relationship of corporate debt to equity and the impact of leverage, dividend and investment policy, and mergers and acquisitions, including consideration of fairness to and protection for minority shareholders.Corporate Fraud and

Professor Faith Stevelman
This course scrutinizes the objective of accuracy in corporate disclosure and civil litigation’s role in furthering this objective, by comparing the various causes of action and procedural mechanisms affecting private plaintiffs’ pursuit of corporate fraud claims under the Securities Act of 1933, the Securities Exchange Act of 1934, state common law (and thus tort doctrines), and corporate fiduciary law (in each of individual, class, and derivative actions). This perspective establishes a basis for a lawyer-centered or “functional” discussion of litigating fraud against U.S. businesses and a discussion of various policy issues, including federalism concerns and the function of traditional and alternative sanctions. It addresses the SEC’s role in bringing administrative actions for fraud, institutional investors’ role as “lead plaintiffs” under recent Congressional “reformist” legislation, the plaintiffs’ bar’s role in bringing corporate fraud claims, and the role of various accounting authorities in promulgating standards for financial disclosure. Prerequisite:Securities Regulation.

 

Professor Lauren Teigland-Hunt
This course will provide an in-depth analysis of the industry agreements that govern parties’ trading relationships in the overthe-counter derivatives world. Beginning with the fundamentals of the ISDA Master Agreement and related documentation, this course will then focus on key negotiation issues and challenges as well as critical legal and regulatory considerations. Students will be expected to participate in mock negotiations and prepare comments and markups in response to documents presented by hypothetical counterparties. Special attention will also be given to the “closeout process” that applies when counterparties default and relevant bankruptcy law provisions as well as key collateral terms.

Professor Jonathan Gupta
This course will examine basic concepts regarding derivatives, including a primer on the derivatives markets, what agreements are required to be negotiated, and an examination of the various derivatives products traded—foreign currencies, commodities, equities, fixed income, and credit derivatives. The course will also examine the basic federal and state laws and regulations that apply to derivatives transactions.

Professor Ronald Filler
Provides the student with an introduction to the law governing the derivatives markets. The primary focus is on the regulated futures and options on futures markets, but consideration is given to the over-the-counter market in derivatives including the swap and forward markets. Topics include the mechanics of trading in the futures and other derivatives markets, the use of the derivatives markets for hedging, speculation and price discovery, the organization and regulation of contract markets and their members, the regulation of futures commission merchants, commodity trading advisors and commodity pool operators.

Professor Alex Hunt
This course will provide an in-depth, advanced level understanding of a full range of transactions, including interest rate, foreign exchange, credit, and equity derivatives; their underlying trading strategies; and the laws and regulations that apply to these OTC transactions. This course will examine how these products are used in complex structured finance transactions, such as synthetic securitizations. It will explain in detail why counterparties enter into these transactions, how they are documented, and the principal legal issues (both domestic and international) surrounding these complex OTC products, including securities, bankruptcy, and regulatory issues. The vast majority of OTC derivatives transactions are documented under industry standard documents. Pre-requisite Courses: Each student must have taken either Derivatives Documents – Mastering the Master Agreement, or Derivatives Law – An Introduction to Basic Concepts.

Professor Barbara Bishop
Employment, although usually described as “at will,” is actually highly regulated in the United States and abroad. City ordinances, state and federal laws, and legal decisions impact hiring, retention, and termination decisions in all industries and countries. Employment in the financial industry is more complicated, as the industry itself is regulated by its “own” multiple agencies. Thus, this course will examine some of the basic concepts of employment law in general that are of import to the financial industry (e.g., the Americans with Disabilities Act; the Age Discrimination in Employment Act; the federal Fair Labor Standards Act; the WARN Act; Sarbanes-Oxley and the new direction of the Obama administration, including changes in COBRA; the Lilly Ledbetter Fair Pay Act; the TARP whistle-blower provisions and the possible new arbitration rules) and then examine the complicated overlay of employment in the financial services industry, covering such topics as the offer letter; promises/guarantees; restrictive covenants; registration; statutory disqualification; the TARP whistle-blower provisions; internal investigations and duty to cooperate for an associated person; Upjohn warnings; privilege; arbitration; compensation arrangements for analysts, brokers, bankers, and executives (and limitations); retirement packages; right to and considerations of discipline and reporting of discipline; and termination considerations.

Professor TBA
This course will analyze the various laws and regulations that apply to the global energy field, with a special emphasis on how the energy business is regulated by the CFTC, FERC, and the FTC in the U.S.and by other governmental agencies located outside the U.S. It will analyze the different enforcement proceedings that may be brought, how fraud and market manipulation claims are brought, and how regulations affect the different trading strategies involved. Students will participate in negotiating agreements, drafting enforcement pleadings, and negotiating enforcement action settlements.

Professor TBA
This course will examine in detail the various strategies that a financial institution may utilize when involved in enforcement proceedings brought by a governmental agency, an exchange, or any self-regulatory organization. It will provide an in-depth analysis of each stage of these proceedings—from pleadings, to motions, discovery, settlement negotiations, Wells submissions, trial, and appeals. The course will also examine the different standards of fraud and liabilities that may be pleaded. Students will be required to prepare pleadings and negotiate enforcement action settlements.

Professors Lawrence P. Schnapf ’84, David Schoenbrod
Designed for students who wish to understand how, in broad outline, the law protects the environment, and who wish to litigate environmental issues. Topics include how politics drive the design and operation of environmental statutes and the respective roles of the common law and regulation; of legislature, agencies, and courts; and of governmental organizations at the state, national, and international levels.

Professor Peter C. Kostant
This course will discover the rules governing ethical issues that commonly arise in transactional settings, such as dual representation, representation of business entities and their principals, business transactions with clients, duties to third parties, obligation tom regulatory agencies, permissible and impermissible negotiation techniques, opinion letters, client confidentiality, client funds and IOLA accounts , and ethical issues in rendering business advice.

Professor Houman B. ShadabThis seminar will provide a general examination of the regulatory policy issues implicated by the financial crisis. It will analyze the actions of U.S. policymakers leading up to and in response to the crisis and legislative efforts aimed at fundamental regulatory reform. The course will focus on the policy goals of federal securities, derivatives, and banking regulators, how those goals are implemented in concrete regulations and rulemaking, and economic and financial theories relevant to evaluating recent regulatory and legislative actions. This seminar will not focus on economic stimulus measures (fiscal policy) or federal bailouts and government guarantees. Readings will primarily include recent articles, government and blue-ribbon reports, background readings, and regulatory and statutory materials. Students are expected to actively participate in the seminar, make a presentation, and write a final paper. Students may form groups to focus on particular topics of interest and facilitate understanding of the materials. Instead of a paper, students may also elect to submit a written public comment on proposed rules to a financial regulator under faculty supervision. Guest speakers are likely. Enrollment is limited. Although no formal prerequisites are required, concurrent enrollment in Securities Regulation is recommended.

Professors Myles Edwards, Catherine Napolitano
This course will provide an in-depth overview of the applicable laws and regulations respecting onshore and offshore hedge funds, their formation issues, and related core documentation requirements. Students will examine form provisions found in offering documents, operating agreements, subscription agreements, and service provider agreements. Students will participate in written assignments involving the preparation of offering documents and required registration forms that may apply and will be required to negotiate various types of agreements that affect hedge funds.

Professor Peter Marchetti
This course will examine issues that are unique to financial institutions in the context of insolvency proceedings. It will cover topics such as representing a financial institution as a creditor of a bankrupt entity (including corporate entities and other financial institutions). The course will also address the following issues: proceedings under Chapters 11 and 7 of the U.S. Bankruptcy Code, proceedings under the Securities Investor Protection Act (“SIPA”); debtor-in-possession (“DIP”) financing; Chapter 11 plan solicitation and confirmation; and the safe-harbor provisions of the Bankruptcy Code with respect to derivatives, repurchase agreements, and other financial contracts. In addition to learning the underlying law, theory, and policy regarding these topics through class attendance and the reading of relevant statutory law, case law, leading treatises, and other materials, students will also gain practical exposure to these issues by reviewing pleadings and lending documents from major Chapter 11 cases, as well as by participating in mock negotiations.

Professor Carl Felsenfeld
This course will provide an in-depth analysis of U.S. regulation of international banks, BASLE activities, international bank services activities and regulation, the roles played by the World Bank, the International Monetary Fund, the Export Import Bank of the U.S., the Bank for International Settlements, the Continuous Linked Settlement Bank, the European Bank for Reconstruction and Development, and the various Central Banks. It will examine carefully the laws, regulations, and practices involving bank deposit requirements, money transfers, export controls and embargoes, bank secrecy and numbered accounts, and the

Professors Zuhayr A. Moghrabi ’67, Sydney M. Cone IIIM
Covers international sales of goods and services; cross-border transfers of intellectual property; foreign direct investment; and international settlement of disputes. Topics relating to sales of goods and services include documentary and standby letters of credit, bills of lading, and distributorship and franchising agreements. Topics related to intellectual property (patents, copyright, trademarks, know-how) are viewed from the perspectives of industrialized and developing countries, and antitrust policy. Topics relating to foreign direct investment include not only types of establishments but also privatizations, project finance, exchange controls, labor relations, and multilateral institutions. Topics relating to dispute settlement include arbitration, extraterritorial jurisdiction, and the enforcement of foreign judgments.

Professor F. Peter Phillips
Deals with the theory and practice of international commercial arbitration, mediation and negotiation. Disputes between corporations, nation-states, or individuals, are no longer handled solely in the trial courts of their home jurisdictions but instead increasingly through arbitration, bilateral investment treaties, or conciliation across national borders. Because of the American “litigation explosion,” as well as skepticism of the reliability of commercial courts in non-American jurisdictions, international arbitrations have grown in number and expanded greatly in subject matter. The course equips students to counsel clients regarding framing dispute resolution clauses in commercial cross-border contracts; engaging in cross-cultural negotiation and mediation; management of international arbitral proceedings, and ancillary judicial proceedings seeking to compel, stay or enforce arbitral proceedings and awards. Students participate as counsel in mock mediations and arbitration hearings, and prepare Requests for Arbitration, Answers, Terms of Reference, and Final Awards. Guest lecturers from the world of commercial dispute resolution occasionally will visit as Guest Lecturers, affording students insights into current, practical live-case problems. Grading is based upon classroom participation, written submissions as assigned, and a final paper on an agreed-upon topic.

Professor Sydney M. Cone III
Provides instruction in cross-border financial transactions and in the financial markets of the United States, the European Union, and Japan. A principal focus is the offer and sale of securities by foreign issuers in the United States, and by U.S. issuers outside the U.S. Covers banking activities by foreign banks in the United States and by U.S. banks abroad. Among the issues and topics dealt with are transfers of funds and securities, the European Monetary System, Eurobonds, global bonds, bank solvency, currency crises, the collapse of Barings, asset securitization, and the privatization of state-owned companies. Particular attention is given to cross-border initiatives by the U.S. Securities and Exchange Commission and to U.S. regulators responsible for international banking.

Professors Molly Beutz Land, Beth Simone Noveck
Will survey the principal international intellectual property legal regimes, the implementation of international intellectual property obligations within domestic law. The course will touch on issues such as jurisdiction, national treatment, choice of law, and enforcement of foreign judgements as these issues relate to intellectual property disputes. Finally, the course will examine selected policy issues in the area of international intellectual property, such as enforcement of intellectual property rights in less developed countries, harmonization alternatives, access to knowledge/access to medicines, human rights, sustainable development, cultural rights, and the protection of traditional knowledge.

Professors Lung-chu Chen, Tai-Heng Cheng
Designed as a basic course in international law, exploring the role of authority in the decision-making processes of the world community, including the constitutive process by which international law is made and applied and public order established. Considers formal prescription and effective practice with respect to participants in such processes (nation-states, international governmental organizations, political parties, pressure groups, multinational New York Law School enterprises, and other private associations and individuals); structures of authority; bases of power (control over people, resources, institutions); practices (strategies in diplomatic, ideological, economic, and military instruments); outcomes (allocations of jurisdiction and the performance of the policy functions of intelligence, promoting, prescribing, invoking, applying, appraising, and termination). Emphasizes principally the many roles of the nation-state in the value- shaping and sharing processes of the world community.

Professor Tai-Heng Cheng
This course selects important contemporary problems in international law for in-depth examination. Problems may vary from year to year because timely international law topics are considered. In previous years, the seminar has considered issues such as the regulation of non-governmental organizations, the role of transnational corporations in international human rights, religion in international law, the control of terrorism, and the protection of the environment. The first half of the semester involves Socratic instruction on international law. In second half of the semester students present and workshop their research with the seminar. At the end of the semester, students submit a paper based on the workshops and their research. Grading is based on classroom participation and the submitted paper. Enrollment is limited. Prerequisite: Any international law course, and by permission of the professor.

Professors James Hagy, Gerald Korngold
The course will explore selected topics involved in international real estate transactions, from the perspective of an American counse representing an American entity doing business abroad. Topics may include structuring, transactional goals, due diligence, letters of intent and documentation, deal implementation, title protection, and others. The course will use traditional learning techniques as well as case studies and simulations, with a major focus on letters of intent/documentation. Students will be graded based on class participation and presentations, written assignments, and a take home final exam.

Professor David Moldenhauer
Surveys the U.S. tax rules applicable to multinational businesses, including an introduction to source of income rules, transfer pricing, the foreign tax credit system, controlled foreign corporations, and international joint ventures. The impact of bilateral tax treaties between the U.S. and its trading partners and the impact of other international tax agreements such as the EU tax harmonization efforts will be discussed.

Professor Richard C.E. Beck
Examines the issue of U.S. tax residence and the impact of this status for individuals who are U.S. citizens, U.S. permanent residents and non-resident aliens, including the problems of potential double taxation by two or more countries, relevant source rules, and other issues related to in-bound capital and individuals and solutions offered by tax treaties. These subjects are important in the practice of immigration law, family law and estate planning as well s for tax and general business law students. Prerequisite: Federal Income Tax: Individual (TAX 100). Open to both J.D. and LL.M. in Taxation students.

Professors Zuhayr A. Moghrabi ’67, Sadiq Reza
Traces the origin and sources of Islamic law, covering the major schools of jurisprudence and their effect and impact; the elaboration of an Islamic legal theory; applications of Islamic law in the law of the family, property, and obligations; Islamic international law andn the Islamic law of nations; Islamic constitutional theory; the movement for reform; the role of Islamic law in contemporary legal systems and its impact on Middle East legal institutions; the contemporary state of Middle East law and the impact of Western legal systems; the sources of current business and company laws and other codes and their application; and tax, investment, joint venture, and labor laws.

Professors Christopher P. Giordano ’93, Jeffrey J. Haas, Lawrence Lederman, Faith Stevelman
Considers the substance, form, and mechanics of corporate mergers, acquisitions, and reorganizations. Explores generally the tax, S.E.C., accounting, and successor liability considerations that apply to such transactions. Also considers topics such as the motives for corporate acquisitions; theory and evidence on whether acquisitions enhance shareholder and social wealth; mechanics of various acquisition techniques and tactics (including target defensive measures); and the traditional corporate law framework in which these techniques and tactics are situated.

Professor Kathleen Grimm ’80
Provides a detailed study of the financing of state and local governments, including state and local taxes, user charges, special assessments, state and local borrowing, debt and expenditure limitations, impact of federal tax policy, and related issues of litigation. Tax equity and policy issues are addressed including those related to equity and fairness in real property classification and assessments, and the relationship of tax policy to economic policy.

Professor TBA
This course will analyze the various laws and regulations established by the various global clearinghouses and governmental agencies that address the clearing and trading of OTC derivatives, in particular credit default swaps. It will also analyze the various global clearinghouses and how they differ in margin, operations, standardization of OTC agreements, guarantee, regulation, and cost.

Professor Pamela Arnsten ’97
This course will examine the concepts and structure of prime brokerage arrangements, how the financing occurs, the various required prime brokerage agreements, and how prime brokerage accounts are regulated. Students will participate in negotiating prime brokerage agreements, creating special financing arrangements, and evaluating how prime brokerage arrangements vary on a global basis.

Professor Robert W. Wien ’76
The underlying premise of this course is that the body of financial knowledge needed to address issues confronting private companies and their owners is different from corporate finance, the systemized study of public corporations. Prepares students to be able to understand the issues, opportunities and alternatives available to private companies and their owners as they initiate, structure, negotiate and document financings and transactions (e.g., private placements, mergers and acquisitions, joint ventures, strategic relationships, royalty and licensing agreements). Private Capital Markets presents the theoretical and practical underpinnings for (i) Private Business Valuation (various methodologies and relevant purpose and function of an appraisal), (ii) Capitalization (i.e., the composition of invested capital) and (iii) Business Transfer (the spectrum of transfer motives, channels and methods) and their triangulation or interrelationship and interdependence.

Professor Russell J. Pinilis
This course examines the tax and business law issues related to formation and investment policies of private equity funds and venture capital investments. The first part of the course focuses on the structure of private equity funds and tax and business law issues important to fund investors in choice of business entity. Topics include the use of U.S. and offshore entities and the special tax issues raised for tax exempt investors (unrelated business taxable income), foreign investors (effectively connected income) and funds sponsors (carried interests). Materials for this portion of the course will include private placement memoranda of private equity funds. The second half of the course addresses the business structures and tax aspects of the investments made by private equity funds. Topics include leveraged and management buyouts, portfolio companies, venture capital investments and related tax and financing issues. If time permits, special issues raised by cross-border investments will be discussed. Materials for the second half of the course will include Structuring Venture Capital, Private Equity and Entrepreneurial Transactions by Jack Levine and various contractual provisions from actual transactions.

Professor Andrew R. Berman, Gerald Korngold, Marshall Tracht
Surveys basic business transactions involving real estate and provides an understanding of the legal framework and practical considerations affecting real estate and finance transactions. The course covers (1) acquisitions and dispositions (purchase and sale agreements, deeds,title insurance, closing adjustments, transfer taxes, and other legal and business matters relating to the real estate closing); (2) real estate finance (secured lending, mortgage law, installment land contracts, foreclosures, lien priorities, and practical issues when representing a lender or borrower); (3) commercial leasing and ground leases; and (4) real estate development. This course provides a foundation for other advanced real estate courses.

Professor Ronald Filler
This course will thoroughly examine all of the various federal (SEC and CFTC) and state laws and regulations, and exchange and selfregulatory organizations (FINRA and NFA) that impact securities and futures brokerage firms, introducing brokers and salespersons. This course will provide detailed analyses on such issues as exchange memberships, registration requirements, net capital, customer protection rules, execution and clearing issues, all from both a U.S. and global perspective.

Professor Ronald Filler
This course is required for the LL.M. degree. It will examine the various regulatory policies that apply among the different U.S. and non-U.S. governmental agencies that regulate financial institutions, analyze the concepts of these regulatory policies, and evaluate the concepts of principle-based vs. prescriptive-based regulations on a global basis.

Professors Aleta G. Estreicher, Jeffrey J. Haas, Faith Stevelman
Offers an in-depth study of both the Securities Act of 1933 and the Securities Exchange Act of 1934. Subjects covered under the 1933 Act may include security registration and distribution and the basic exemptions from registration; the authority, procedures, and practice of the Securities and Exchange Commission (SEC); and the civil and criminal penalties for non-compliance with applicable regulations. Subjects covered under the 1934 Act may include federal regulation of stock exchanges, broker-dealers, and tender offers, reporting requirements, proxy regulation, anti-fraud provisions (including insider trading under § 10(b) and § 16(b)) and enforcement of the Act by SEC and private parties. Grade is based on either an in-class or take-home examination at the instructor’s option.

Professor Jeffrey J. Haas
The mutual fund industry is a trillion-dollar industry charged with the responsibility of reinvesting the investment dollars of both retail and institutional investors in a diverse array of financial instruments. This course covers in detail both the Investment Company Act of 1940, which governs both open-end and closed-end mutual funds (investment companies), and the Investment Advisers Act of 1940, which governs the financial management companies providing investment advice and other services to investment companies.Particular attention is paid to the structural aspects, investment objectives, marketing practices, and prospectus disclosure of investment companies. The course also covers issues relating to the independence and compensation of investment company directors, governance rights of fund shareholders, the reasonableness of investment advisor fees and expenses, and insider trading and other illegal or questionable activities conducted by fund managers.

Professor TBA
Discusses the major economic features and federal income tax treatment of basic financial products, such as equity, debt, options, forwards, and futures. Analyzes the taxation of different equity and debt derivatives, such as swaps, caps, collars, and hedging transactions, as well as the economic effect of their use on the financial markets. Demonstrates how the taxation of financial instruments may change depending on the taxpayer‘s role as an investor, dealer, broker, or trader. Includes an overview of international tax issues that arise in cross-border transactions involving the above financial instruments.

Professor Marshall Tracht
This course examines the rights and remedies of mortgagors and mortgagees when a real estate project is in or near foreclosure, including substantive and procedural elements of foreclosure law, the primary bankruptcy issues that affect real estate projects, and, against this doctrinal backdrop, the negotiation of workout agreements. Specific topics will include the lender‘s remedies (receivers, assignments of rent, foreclosure) and sources of leverage (recourse versus nonrecourse lending, carveout provisions, standby letters of credit and personal guaranties), borrower defenses and lender liability, bankruptcy considerations (the automatic stay and adequate protection, single asset bankruptcy provisions, bankruptcy proofing, third party injunctions, leasehold termination, and cramdown), and business considerations and legal issues in restructuring agreements.