Course Descriptions

The LL.M. Degree requires 24 credits, of which 11 are in required courses. The remaining 13 credits can be selected from an extremely wide range of electives. All courses are selected in close consultation with your academic adviser, in light of your background and professional goals.

Required Courses

Introduction to American Law (2 credits). The purpose of this course is two-fold: the first is to teach basic principles of American law; the second is to prepare American Business Law LL.M. students for their American law school experience. The course will meet for three hours, starting at 10:00 a.m., each morning the week of August 20-24. Materials will be made available ahead of time so that you can prepare. There will be a number of additional classes scheduled during August and September to build on the introductory material.

The course will focus on basic principles of American jurisprudence and the functioning of the American legal system: the history of American law and common law reasoning; the structure of the U.S. government, including separation of powers and federalism; the structure and regulation of the legal profession; an introduction to basic principles of discrete areas of American Law; and common methods of analysis and policy concerns.

Class will be conducted in the manner of most U.S. law school courses, referred to as “Socratic method” - a form of instruction that is new to many foreign trained lawyers. Students prepare for each class by reading legal opinions and other materials. In the class, the students and faculty member engage in a dialogue in which students are asked to explain, analyze and reflect on the materials, under the faculty member’s guidance.

American Business Law: Sources and Methods (2 credits). The course focuses on the basic working of U.S. legal practice, including the sources and methods for researching, analyzing and communicating about U.S. law, with a particular, but not exclusive, emphasis on business and commercial practice. Research and written exercises will coordinate with the required course in Corporations.

The course proceeds in four parts. The first focuses on primary sources of United States law, including statutes, judicial opinions, and regulations, and emphasizes how the American common law system varies from typical civil law systems. The second part of the course familiarizes students with American legal research, primarily traditional hardbound research tools for both primary and secondary sources. The third part reviews electronic access to these sources in conjunction with writing a closed-research office memorandum. In the fourth part of the course students will further develop their general research skills and learn about additional research resources specific to the business world, including looseleaf and online services, and research and write a second office memorandum.

Corporations (4 credits). This course focuses on the American law of corporations, including the formation, organization, purposes, and powers of business corporations; distribution of powers between shareholders and directors; duties and liabilities of directors and officers; voting rights; financing; issuance and transfer of securities; shareholder actions; dividends and distribution; sale of controlling interests; tender offers; mergers and acquisitions; dissolution.

Professional Responsibility (3 credits). This course is an introduction to professional issues that concern lawyers throughout their careers, including the structure of the legal profession in the United States and the regulation of legal practice. It asks students to confront the question of what it means to be a member of a profession, and to develop a sense of responsibility for career-long personal engagement with the moral challenges and responsibilities of being a good lawyer. Examines two major aspects of the American legal profession: (1) its structure, including the variety of settings in which law is practiced (private, public sector, and public interest), the various practice specialties, the institutions that regulate professional conduct (bar associations, disciplinary and ethics committees, and courts), and career options available for lawyers; and (2) the standards and procedures for membership in the profession, including requirements for admission to the bar, rules governing professional behavior, and exclusion or disbarment. Students consider rules that set standards of conduct (the Rules and Codes of Professional Responsibility adopted by the states, practice rules adopted by the state and federal courts, pro bono and continuing legal education requirements, and special rules governing client trust funds, sanctions for inappropriate behavior, lawyer malpractice, and lawyer civility).

Elective Courses

There are a tremendous number of courses from which elective classes may be chosen, and descriptions can be found here. Among the most relevant for Business Law students are:

AGENCY, PARTNERSHIP, AND LIMITED LIABILITY ENTITIES (2 credits) (BUS 200). 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.

BANKING LAW (2 credits) (BUS 130). 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.

BANKRUPTCY (3 credits) (BUS 120)

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).

CORPORATE FINANCE (3 credits) (BUS240). 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. Prerequisite: Corporations (BUS210).

DRAFTING: CONTRACTS (2 credits) (BUS150). Teaches the skills needed to draft contracts that effectuate clients’ needs and anticipate potential legal problems. Enrollment limited. Satisfies the Writing Requirement.

INTERNATIONAL BUSINESS TRANSACTIONS (3 credits) (ILS310). 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. Take-home examination.

REAL ESTATE TRANSACTIONS AND FINANCE (3 credits) (LND100). 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.

SALES AND PAYMENT SYSTEMS (3 credits) (BUS140). Together with Secured Transactions (BUS 105) and Bankruptcy (BUS120), this is one of the three core courses in the commercial law curriculum. It deals with the law governing the sale and lease of goods under the Uniform Commercial Articles 2 and 2A and other laws, and also with the law of payment media (e.g., promissory notes, checks, credit cards, electronic funds transfers and letters of credit). Useful for anyone who will engage in general practice and a foundation for pursuing business law.

SECURED TRANSACTIONS (3 credits) (BUS105). This course, together with Sales & Payment Systems (BUS140) 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.

SECURITIES REGULATION (4 credits) (BUS225). 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. Prerequisite: Corporations (BUS210).

For students who plan to take the New York Bar Examination, we strongly recommend:

NEW YORK LAW IN NATIONAL PERSPECTIVE (4 credits) (MJD150). Surveys in a comparative context the substantive law in eight major subjects, taking into account both the prevailing national and New York views. Students are called upon to analyze legal problems in these subjects, comparing and contrasting solutions derived under current law in various jurisdictions. The primary subject areas covered are (1) corporations; (2) contracts and sales; (3) criminal law and procedure; (4) evidence; (5) real property; (6) torts; (7) wills; and (8) trusts. Students take several in-class examinations that count toward the final grade, and a proctored, in-class final examination. In addition to readings and problems in the course materials, students also undertake several written, individually-critiqued problem-solving homework assignments.

NEW YORK PRACTICE (4 credits) (PRO130). The conduct of civil litigation in the courts of New York; the function of procedure and its relationship to substantive law; evaluation of procedural rules in view of proposed reforms and emerging constitutional law doctrines. Subjects emphasized are subject matter jurisdiction of courts, jurisdiction over parties, statutes of limitations, parties to the action, pleadings, motions, provisional remedies, disclosure, and judgments.