Core Courses

Advanced Real Estate Transactions (3 credits)
Examines the legal framework for the acquisition, financing, and development of commercial real estate, building on the foundation laid in Real Estate Transactions and Finance. Topics may include options, contracts to acquire land, ground leases, and handling contingencies in the acquisition of land; purchase money and groundlease financing; construction and permanent loan commitments; contracts and mortgages; securities law issues; commercial mortgage negotiation and drafting; and intercreditor agreements. Prerequisite: Real Estate Transactions and Finance (LND 100).

Financial and Economic Analysis of Real Estate (3 credits)
Examines real property development finance and economics, including land and urban economics, foundational concepts for project finance and analysis of securitizations and real estate portfolios, and project feasibility studies and pro formas. This course is open to LL.M. students only.

Land Use Regulation (3 credits)
Focuses on the legal regulation of land and its use, with emphasis on constitutional tensions between the public health, safety and welfare, and private rights in property. Also considers practical aspects of land use regulation, including the structure, goals, and limitations of city planning. Principal topics include common law nuisance, zoning, subdivision regulation and exactions, historic preservation, growth controls, wetlands and other environmental regulation, First Amendment free-speech conflicts, and the evolving law of unconstitutional takings.

Taxation of Property Transactions (2 credits)
Examines federal income tax consequences of sales, exchanges, and other dispositions of property and the fundamental tax issues presented by these transactions. Topics include the concept of realization, identifying the taxable event, debt encumbered property, determining basis and adjusted basis, amount realized and gain or loss, at-risk rules, passive activity and other limitations on the use of losses, distinguishing capital gain from ordinary income, non-recognition transactions including like-kind exchanges, and involuntary conversions and replacements. Introduces depreciation and amortization.

Advanced Research Seminar (2 credits)
The Advanced Research Seminar provides an opportunity for each student to pursue in-depth research on a topic of his or her choice. Students will be expected to research and draft papers on current topics of concern in real estate law or policy, present their research to their peers, prepare formal constructive critiques of their classmates’ work, and incorporate their classmates’ critiques into their revised papers. Prerequisites: Students must complete at least 10 credits toward the LL.M. degree before enrolling in the Advanced Research Seminar.

Additional Required Courses for Transactional Practice Concentration

Real Estate Drafting and Negotiation (3 credits)
Develops negotiation and drafting skills using a series of exercises based on sophisticated real estate transactions. The course will combine aspects of doctrinal instruction (such as the law of commitments, misrepresentation and fraud, and conditions versus covenants), readings in the psychology and techniques of negotiation, and simulation-based exercises. Pre- or co-requisite: Advanced Real Estate Transactions.

Ethical Issues in Transactional Practice (2 credits)
This course will examine the rules governing ethical issues that commonly arise in commercial settings, such as dual representation, representation of business entities and their principals, business transactions with clients, duties to third parties, obligations to regulatory agencies, permissible and impermissible negotiation techniques, opinion letters, client confidentiality, and ethical issues in rendering business advice. Prerequisite: Professional Responsibility or Professional Responsibility: Corporate Practice.
 

Additional Required Courses for Public Policy and Regulation Concentration

The Role of the Government Attorney (2 credits)
This course examines the role of the government attorney. It will explore the boundaries of the obligations and responsibilities of lawyers who work for one or another governmental law office and how that public service role may differ from that of a private attorney. The ethical, moral, and political constraints on these public service lawyers will be examined. The focus will be on lawyers in the Offices of the Corporation Counsel, the Attorney General’s Office, and regulatory agencies.

Administrative Law (3 credits)
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.
 

Drafting Workshops

The goal of each drafting workshop is to have students negotiate and draft a range of documents typical for a particular area of practice or type of transaction, thereby deepening their grasp of the interconnections between underlying doctrinal, business, tax, and regulatory concerns; identifying areas of greater and lesser understanding; and strengthening their negotiation and drafting skills. Students concentrating in Transactional Practice must take at least one drafting workshop. Real Estate Drafting and Negotiation is a pre- or co-requisite to all of the drafting workshops.

Leasing Documentation (Prerequisite: RET and pre- or co-requisite: Commercial Leasing)

Financing Documentation (Prerequisite: Advanced RET)

Construction and Development Documentation (Prerequisite: Advanced RET and pre- or co-requisite: Construction Law)

Partnership and LLC Documentation (Prerequisite: Advanced RET; pre- or co-requisite: Federal Income Taxation: Partnerships; or Agency, Partnership, and Limited Liability Entities; or Business Planning for the Closely Held Enterprise)
 

Electives

Affordable Housing and Community Development (2 credits)
Examines issues in the provision of low-income and workforce housing, including government assistance programs (such as Section 8), tax credits, public/private joint ventures, as well as other means of fostering community development, such as Business Improvement Districts and targeted real estate tax relief. The course will combine perspectives, examining policy issues as well as investment opportunities and representation of business and governmental participants in development projects. Prerequisite: Real Estate Transactions and Finance.

Administrative Law (3 credits)
See description above.

Agency, Partnership, and Limited Liability Entities (2 credits)
Nature of the principal and agent relationship: rights and liabilities; ratification and estoppel; undisclosed principals; nature and formation of relations among general partnerships, limited partnerships, and limited liability partnerships; dealings between partners and third parties; authority, powers, and liabilities of partners; accounting and dissolution; nature and organization of limited liability companies; rights and obligations of members; liability scheme; pass-through tax treatment.

Business Planning for the Closely Held Enterprise (2 credits)
Businesses today take many different legal forms. Limited liability companies, subchapter S corporations, not-for-profit foundations, professional corporations, and limited partnerships are now viable alternatives to business corporations, joint ventures, general partnerships, and sole proprietorships. This course focuses on the lawyer’s role in planning the choice of the structure for the closely held enterprise. Examines the tax, organizational, governance, and financial features of different business structures and their advantages and disadvantages over time. In addition, each student chooses a different industry or profession to study through library research and interviews with individuals working in the field. Three short writing assignments and a class presentation will be required. Enrollment limited. Satisfies the Writing Requirement. Prerequisites: Corporations (BUS210) or equivalent and Federal Income Tax: Individual (TAX 100). Open to LL.M. candidates after J.D. students have been accommodated.

Commercial Leasing (2 credits)
Focuses on all aspects of commercial leasing, the landlord and tenant relationship, and the planning, drafting, negotiation, and implementation of a commercial lease transaction. This course covers all aspects of commercial leasing, including ground leases, leases, subleases, occupancy agreements, and licenses for office space, retail locations, shopping centers, satellite antennas, billboards, and other commercial spaces. This course uses case studies and also focuses on the drafting and negotiation of commercial leases.

Condominiums and Cooperatives (2 credits)
Focuses on issues relating to the legal structure, management, and ownership of cooperative housing corporations and condominiums. Topics include the contrasting natures of the two forms of ownership; management of the entities; transfer and assignment of ownership interests; communal responsibility; defaulting owners; house rules; income tax considerations; and conversion from rental to ownership.

Construction Law (3 credits)
Examine the law and the contractual relationships central to the development and construction of a real estate project, such as the owner’s relationship with architects, engineers, general and sub-contractors, local, regional, and state regulatory approval processes, development agreements, differences between private and public development, types of construction contracts, construction guaranties and payment and performance bonds, and mechanics’ lien law. Pre- or Co-requisites: Advanced RET and Land Use Regulation.

Environmental Issues in Real Estate and Commercial Transactions (2 credits)
Environmental liability has become an important issue in corporate, real estate, and commercial financing transactions. As a result, environmental lawyers may play a significant role in identifying, negotiating, and allocating the environmental liabilities associated with business transactions. This course covers the scope of liability for owners and operators of real property, parent and successor corporations, lenders and trustees; SEC disclosure requirements; interplay between bankruptcy and environmental law; state property transfer statutes; structuring transactions to minimize environmental liability; environmental due diligence; and insurance issues. Students participate in a simulated business transaction involving negotiating and drafting. Environmental Law & Policy (GOV150) is recommended but not required.

Federal Income Tax: Corporate (3 credits)
Focuses on the status of the corporate entity in the pattern of federal income taxation and the resulting problems; transfers of property in organizing a corporation; corporate capital structures; distributions; stock redemptions; corporate liquidations; and introduction to tax-free reorganizations.

Federal Income Tax: Partnership (2 credits)
Examines basic taxation of partnerships, including tax consequences of formation, operation, distributions, retirement of partners, guaranteed payments, and termination. Introduction to the problems of special allocations and transfer of partnership interests. Recommended: BUS 300 Accounting for Lawyers, Basic, or equivalent.

Housing and Lending Discrimination Law (2 credits)
Introduction to the laws that prohibit housing and lending discrimination and the skills attorneys need to practice in this area. The course is designed to highlight key aspects of four different federal laws: the Fair Housing Act, which prohibits discrimination in the sale and rental of housing and in the provision of housing finance; the Equal Credit Opportunity Act, which prohibits discrimination in consumer credit transactions; the Community Reinvestment Act, which requires banks to meet the credit needs of low- and moderate-income neighborhoods; and the Home Mortgage Disclosure Act, which requires lenders to disclose the location of their home mortgage loans and the race, income level, and gender of their borrowers.

International Real Estate (2 credits)
The course will explore selected topics involved in international real estate transactions, from the perspective of an American counsel 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 final paper/take home exam.

Municipal Finance (2 credits)
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.

New York City Government (2 credits)
New York City’s government is among the nation’s most active. Each year through its budget (over $30 billion in recent years), the city must determine what services to provide and projects to build and who should bear their cost. Approximately 25 percent of this budget is used to purchase a multitude of goods and services, such as provisions for foster children and the homeless. Other city decisions, such as those involving land use, can uproot or preserve communities, create new communities, and cause fortunes to be made and lost. This course examines the institutions and processes by which the City decides how to use its resources, and the legal framework in which these institutions and processes operate. It also raises questions about the status of the city in the state and national contexts, the applicability of federal (e.g., voting rights) and state law to city structures and procedures, the importance of certain, often competing, values (e.g., efficiency and representativeness) to city government, and the manner by which the structure of city government is changed and the history and reasons for such changes. Materials include the City Charter, the state constitution, state and federal statutes, case precedent, and law review articles and other scholarly writings. Current controversies place a stamp of reality on the course and engage students’ analytical skills. Grades are based on one or more papers of moderate length.

New York City Law Seminar (2 credits) and Workshop (2 credits)
Combines an externship placement in New York City government and a weekly in-class seminar. Designed to provide students with a hands-on opportunity to learn about the roles and functions of municipal government and to experience the variety of challenges presented to New York City attorneys. Students become integrally involved with many of the provocative legal, political, managerial, and ethical issues in the practice of municipal law in New York City and elsewhere. Focuses on helping students identify and develop analytical and managerial skills (and their ethical underpinnings) required of city attorneys. Students work in city agencies directly with the attorneys who represent the city on the frontlines and behind the scenes. By course end, students gain a greater understanding of government, the role of city attorneys, public service in general, and life thereafter. Two seminar credits are graded and two placement credits are pass/fail. Placement credits do not involve scheduled classes.

Preservation Law (2 credits)
Examines the private devices and public processes used to achieve conservation of natural and recreational resources and preservation of existing structures and uses, such as historical preservation designations, tax credits, and conservation easements. The course will embrace both public policy as well as private law perspectives on dealing with and even profiting from conservation and preservation initiatives. Prerequisites: RETF and at least one of the following: Environmental Law, Environmental Issues in Business Transactions, or Land Use Regulation.

Real Estate Development (2 credits)
Stresses the law and process of real estate development, emphasizing development activity in New York City and environs. Uses case studies and problem analyses of actual development projects, with developers and lawyers involved in such projects as instructors and guest participants. Covers background on the roles, knowledge base, and objectives of the various skill groups involved in the development process, e.g., developers, lawyers, lenders, contractors, architects, brokers, prime tenants, and government regulators. Attention is also given to negotiation techniques and tactics, client relations, using experts, and the relevance of leasing to the development process.

Real Estate: Landlord-Tenant Law (2 credits)
Studies all aspects of the landlord and tenant relationship, emphasizing state and city laws, such as Real Property Actions and Proceedings Law, Rent Control Law, Rent Stabilization Law, and the Emergency Tenant Protection Act, that affect the landlord and tenant relationship. Considers non-payment of rent and hold-over proceedings, and defenses such as the breach of warranty of habitability, stay of proceedings under Section 755 R.P.A.P.L., objectionable tenancy, and retaliatory eviction.

Real Estate Valuation (2 credits)
Examines the concept of “value” in a variety of real estate contexts, from both transactional and litigation perspectives. Subjects include alternative definitions of value; understanding appraisal methodologies and their strengths and shortcomings; valuation of partial and future interests; rental reset provisions; income tax, tax certiorari and condemnation valuation proceedings; and litigation issues in valuation hearings.

Secured Transactions (3 credits)
This course, together with Sales & Payment Systems (BUS 140) and Bankruptcy (BUS120), is one of the three core courses in the business and commercial law curriculum. It deals with the law of secured transactions, primarily Article 9 of the Uniform Commercial Code and related provisions of the federal Bankruptcy Code. Useful for anyone who will engage in general practice and essential in pursuing business law. Students should consider taking Secured Transactions before or concurrently with Bankruptcy.

Securitization/Real Estate Capital Markets (2 credits)
Examines the legal foundations, tax and business structures that underpin the process of mortgage securitization and other means of financing real estate investment through public capital markets, including debt and equity Real Estate Investment Trusts and publicly traded partnerships. Examines the transferability, tax, and bankruptcy issues raised by alternative financing structures, and the impact of financing vehicles and capital market requirements on the negotiation and documentation of real estate transactions.

State and Local Government (3 credits)
Surveys the major legal and governmental issues of state and local government, emphasizing historical antecedents and current problems. Topics include sources and limitations of police and regulatory powers; structure, annexation, and boundary changes; home rule theory and practice; state preemption; taxing, financing powers, and tort liability of state and local government; and state and federal limitations on such matters as patronage, conflicts of interest, and licensing. The course offers a national perspective, but uses applicable New York State precedents. Short written papers may be assigned.

State and Local Taxation (2 credits)
The course provides an overview of state and local taxation, emphasizing the Constitutional constraints imposed by the Commerce, Due Process, and Privileges and Immunities Clauses. Covers the significant state and local tax issues under the corporate and personal income taxes, sales and use and gross receipts taxes, and electronic commerce. As this is a developing area of law, a number of the issues covered in the course are on the cutting edge of the subject.

State and Urban Government: Current Problems and Issues (3 credits)
Most of the services needed by people are provided by urban local governments, which operate within a complex environment of state and local laws and an overlay of federal law. This course provides a focused inquiry into the laws, regulations, and judicial decisions that so dramatically affect the capacity of local governments to deliver their services and manage their affairs. Topics vary with current events and may include the impact of campaign finance, voting rights and election laws, institutional reform litigation and court supervision of state and local social programs; effect of the state legislature and city council’s internal rules on legislation; impact of state and city land use rules on redevelopment of Downtown, the World Trade Center site, and other major urban sites; court involvement in funding public education; and the impact of state and city laws governing the fiscal affairs of local governments. Topics are selected from among currently contested issues and those best enabling the student to understand the interplay between politics, law, and management of public institutions. Course work consists of directed research, readings, and class participation. A paper is required. This is a capstone course for Harlan scholars affiliated with the Center for New York City Law, but is open to all students.

Tax Planning for Real Estate Transactions Seminar (2 credits) (TAX 590)
This course examines the tax planning issues that arise in commercial and residential real estate development and investment. Topics addressed include choice of entity, financing techniques, tax credits, charitable easements, low-income housing, state and local taxes, basis, component depreciation, leasing, workout structuring and mortgage foreclosure, sale lease-back transactions and taxable and tax-deferred dispositions and condemnations. Using case studies, students will analyze investment opportunities and devise exit strategies. Prerequisites: Taxation of Property Transactions and permission of the instructor.

Title Insurance (2 credits)
This course examines the use of title insurance in real estate transactions, including the role of the title insurer and title insurance agents, the role of the attorney and conflicts of interest, the nature of the title search process, the functions of the title binder or commitment, the title insurer’s potential tort and contractual liability, the types of coverage available, exceptions and exclusions from coverage, use of endorsements, the duty to defend, costs, and potential defenses to liability. The course will also cover drafting and interpreting deeds and reading surveys.

Urban and Regional Planning Seminar (2 credits)
This seminar examines selected topics in the legal regulation of land use, particularly in the context of urban and regional development plans. Topics will vary from year to year, but will include matters such administrative structures and procedures of local and regional planning, infrastructure planning and finance, exactions, community benefit agreements, environmental impact review, economic development corporations and special development districts. Prerequisite: Land Use Regulation.