Course Descriptions

The LL.M. in Financial Services Law will offer more than 50 different courses involving all aspects of the laws, regulations, business, products, agreements, structure, and practices affecting financial institutions. LL.M. degree and non-degree students may take any of these elective courses. A complete list of all of the courses offered by this LL.M. program is provided below. Please note that not every course listed below will be taught each year and that additional courses may be added to the curriculum for the LL.M. in Financial Services Law.

Advanced 1940 Act Issues Involving Mutual Funds, ETFs, and Closed-End Funds

Professor William Renahan
This course will examine in detail all of the current advanced issues facing investment companies of all types, including open-ended mutual funds, ETFs, and closed-end funds. The course will provide an excellent overview of the Investment Company Act of 1940 and the Investment Advisors Act of 1940 and will address such current issues as the relationship between federal and state laws, special situation companies, and possible regulatory exemptions involving venture capital, hedge funds, business development companies, and other regulated entities; fund and advisor registration and disclosure requirements; corporate governance issues; analysis of required forms, such as Form ADV and the statement of additional information; the role of fund service providers, such as transfer agents, custodial banks, and distribution firms; the role of the underwriter; investment and trading strategies and restrictions; and current ethical issues facing funds and their advisors. (Open to LL.M. Students Only)

Advanced Research Seminar

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. (Open to LL.M. Students Only)

Audit, Examination, and Inspection Proceedings Involving Financial Institutions

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. (Open to LL.M. Students Only)

Bank Holding Companies

Professors Sara Kelsey and Kathleen Scott
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. (Open to LL.M. Students Only)

Banking Law

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. (Open to J.D. Students Only)

Bankruptcy Law

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). (Open to LL.M. Students Only)

Bank Secrecy Act and Anti-Money Laundering Regulations

Professor Tim O'Neal 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. (Open to LL.M. Students Only)

Compliance Issues Facing Global Financial Services

Professors Lee Augsburger and 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. (Open to LL.M. Students Only)

Consumer Credit and Financing

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 legislative changes enacted by the Wall Street Reform Act and 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. (Open to LL.M. Students Only)

Corporate Finance

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. (Open to J.D. Students Only)

Correspondent Clearing Relationships

Professors Garry Lischin ’79 and Peter von Maur ‘86
This course will examine the business and regulatory underpinnings of correspondent clearing relationships. In particular, the course will focus on issues surrounding the clearing, settlement, and custody services performed by clearing firms for “introducing firms.” The course will examine in detail the regulatory approval process, contractual issues, the settlement and clearing process, custody, regulatory and litigation matters, and challenges as products, services, and markets become more complex and expand globally. This course will provide important practical perspectives of the clearing business and how the rapidly changing regulatory landscape has affected correspondent clearing relationships. Special topics will include omnibus vs. fully-disclosed clearing arrangements, agency liability, due diligence requirements, AML, government and SROP audits and examinations, global clearing issues, use of collateral, financing arrangements, bankruptcy issues, data protection, and the special clearing differences among equities, stock options, bonds, futures, and OTC products. (Open to LL.M. Students Only)

Criminal Prosecutions Affecting Financial Firms – From a Defense Perspective

Professors Michael Considine and Kevin McGrath
This course will provide an overview of the criminal law system and process and a substantive analysis of the criminal laws applicable to misconduct and fraudulent transactions in the financial services industry. In particular, it will address the criminalization of the securities and futures laws, Ponzi schemes, pay to play schemes such as bribes and kickbacks, banking fraud, the Foreign Corrupt Practices Act, global privacy acts, internal investigations, criminal sentencing and remedies, attorney-client privilege, and Fifth Amendment rights. The course will also address the roles required to be played by boards of directors, advisory committees, outside counsel, and auditing firms. (Open to LL.M. Students Only)

Derivatives Documents – Mastering the Master Agreement

Professors Alessandro Cocco and Alisa L. Ruvinsky

This course will provide an in-depth analysis of the industry agreements that govern parties’ trading relationships in the over-the-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. (Open to LL.M. Students Only)

Derivatives Law – An Introduction to Basic Concepts

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. (Open to LL.M. Students Only)

Derivatives Market Regulation

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. (Open to J.D. Students Only)

Employment Law and Executive Compensation Issues in the Financial Industry

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. (Open to LL.M. Students Only)

Energy Laws and Regulations

Professor Thelma Loshkajian
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. (Open to Both J.D. & LL.M. Students)

Financial and Regulatory Crisis – Special Topics in Business Law

Professor Houman B. Shadab

This 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. (Open to LL.M. Students Only)

Financial Services Regulation in the European Union

Professor Jeff Horvath
This course will examine all of the laws and regulations that exist within the European Union that relate to financial services firms, who the key EU regulators are and how they govern this specialized area, how the EU establishes the regulation of various financial products traded by institutions located within the EU, how non-EU firms may engage in business within the EU, and how the EU laws and regulations compare to those established in the U.S. (Open to LL.M. Students Only)

Hedge Funds – Their Regulation and Structure

Professor 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. Open to Both J.D. & LL.M. Students)

Hedge Funds II – Drafting and Negotiating Agreements

Professor Catherine Napolitano
This course will analyze all of the various types of agreements and documents required by, and entered into by, hedge funds on a global basis regarding their formation, registration, disclosure requirements and obligations, and trading strategies. These agreements and documents include private offering memoranda, subscription agreements, operating and formation agreements (such as limited partnership agreements and limited liability corporation agreements), side letters, interpretive notice requests filed with the various regulatory agencies, and the various Industry customer and Clearing Agreements relating to their underlying investments and trading strategies. Prerequisite: Hedge Funds – Their Regulation and Structure. (Open to LL.M. Students Only)

Insolvency Issues Affecting Financial Institutions

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. (Open to LL.M. Students Only)

International Banking Laws and Regulations

Professor David Glass
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 International Monetary Exchange. (Open to LL.M. Students Only)

International Finance

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. (Open to J.D. Students Only)

International Real Estate Law

Professors James Hagy and Gerald Korngold
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 take home final exam. (Open to LL.M. Students Only)

International Taxation of Business

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. (Open to LL.M. Students Only)

Islamic Finance (Proposed)

Professor TBA
This course will examine the various aspects of Shariah law and how financial firms conduct business in countries in the Middle East. The course will examine the various agreements required, the process for conducting business in these countries, what approvals are required, and how financial investments and products may be financed. (Open to LL.M. Students Only)

Mergers and Acquisitions

Professors Christopher P. Giordano ’93, Jeffrey J. Haas, Lawrence Lederman, and 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. (Open to J.D. Students Only)

OTC Products – Trading and Clearing

Professors Alessandro Cocco, Steven Lofchie and Jeffrey Robbins
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. (Open to LL.M. Students Only)

Prime Brokerage and Securities Financing

Professors Michael Huber
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. (Open to LL.M. Students Only)

Private Capital Markets

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. (Open to J.D. Students Only)

Private Equity Funds

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. (Open to J.D. Students Only)

Real Estate Transactions and Finance

Professors Andrew R. Berman, Gerald Korngold, and 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. (Open to LL.M. Students Only)

Regulation of Broker-Dealers and Futures Commission Merchants

Professor Ronald Filler
This course will thoroughly examine all of the various federal (SEC and CFTC) and state laws and regulations, and exchange and self-regulatory 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. (Open to J.D. Students Only)

Regulatory Investigations and Enforcement Actions – From a Defense Perspective

Professor Julian Swearengin
This course is designed to arm lawyers representing financial institutions with the necessary tools to respond to regulatory investigations. The course examines how financial institutions are regulated and inspected and then analyzes the various views and agendas of the myriad regulators (governmental and industry self-regulatory organizations, such as FIRMA, the NFA, and exchanges) overseeing the financial world. The course will provide a step-by-step guide through the process of responding to the various types of investigations, including how to conduct internal investigations, how to handle parallel investigations, how to evaluate the settlement process, how handle subpoena requests and cease and desist orders, and how to prepare a defense against possible criminal proceedings. The course will also examine the use of the Wells submission, when and how to cooperate with the regulators, the requirement to reserve and produce documents, and ethical issues, such as representing multiple parties. (Open to LL.M. Students Only)

Regulatory Policy

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. (Open to LL.M. Students Only)

Securities Litigation – From a Defense Perspective

Professor Julian Swearengin
This course is designed to be a practical, nuts-and-bolts guide to managing complex securities and financial services-related litigation from the perspective of a financial institution that is named as a defendant. The course will examine in detail class and other actions typically faced by financial institutions and explore litigation strategies for responding to such matters. The course will thoroughly address the life cycle of a large, multi-party securities class action and the strategic issues that arise when managing high-risk litigation, including the selection of counsel, motion practice, the need to set aside financial reserves, mediation, opposing class certification, use of expert witnesses, settlement negotiations, and the impact of simultaneous regulatory investigations. (Open to Both J.D. & LL.M. Students)

Securities Regulation

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. (Open to J.D. Students Only)

Securities Regulation: Federal Regulation of Mutual Funds

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. (Open to J.D. Students Only)

Securitization, Structured Finance, and the Capital Markets

Professor Charles Gelinas
This course provides an overview of the structure of and economic considerations pertaining to prototypical securitization transactions and of the legal regime within which such transactions exist. Topics to be addressed include transfers of financial assets, formation of special purpose vehicles, examination of the tax treatment of an-shore vs. foreign securitizations, use of derivatives and credit enhancements, negotiation and drafting of required agreements, insolvency issues, and the impact of securities, investment companies, and other applicable federal and state laws. (Open to LL.M. Students Only)

Taxation of Financial Instruments

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. (Open to LL.M. Students Only)

Workouts, Foreclosures, and Bankruptcy

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. (Open to LL.M. Students Only)

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For more information, please contact the Office of Admissions at 212.431.2888 or admissions@nyls.edu. You may also contact Professor Ronald Filler, at 212.431.2812 or via e-mail at Ronald.Filler@nyls.edu.