Banking Law (3 hrs.) This course surveys the evolving legal and regulatory environment within which banks operate. Areas of coverage include the history and structure of the federal and state regulation of banking generally (i.e., the “dual banking system”); criteria and limitations on chartering, merging, branching, and interstate banking; principal controls on the business of banking (deposit taking, lending, securities and insurance activities), including activities of holding company affiliates; regulation of troubled financial institutions; liability of officers, directors, and professionals; operation of foreign banks in the United States. The course also emphasizes the social and policy issues raised by the regulation of the banking industry. May not enroll in Financial Institutions Regulation. Prof. Schooner.

Bankruptcy (Day, 3 hrs.)  A complete study and review of all legal principles involved in seeking relief under the various chapters of the Bankruptcy Code, including the various relief chapters (chapters 7, 11, and 13), automatic stay litigation and concepts, property of the bankruptcy estate, secured, priority and unsecured claims, discharge and discharge ability issues, debtors’ rights and exemptions under both state law and the Bankruptcy Code, the powers of a trustee in bankruptcy, the question of priorities and conflicts between creditors, fraudulent transfers, and the jurisdiction and venue of the United States Bankruptcy Court. Students who have taken the Creditors’ and Debtors’ Rights course may not enroll for Bankruptcy. Ms. Miles, Judge Whelan.

Business Reorganization (2 hrs.) This is an advanced course in business reorganization under Chapter 11 of the Bankruptcy Code. Students will navigate a distressed company through the Chapter 11 reorganization process. Coverage will include the following topics: pre-filing considerations and strategies connected with a corporation’s decision to seek relief under Chapter 11; commencing the Chapter 11 case and first-day motions; creditor committees, trustee and examiner issues; developing a plan of business reorganization; filing the reorganization plan; disclosure statement requirements and solicitation of plan acceptances; plan confirmation requirements; post-confirmation issues. Attention also will be given to special Chapter 11 issues involving airline bankruptcies; utility bankruptcies; toxic tort-type cases; collective bargaining agreements; and retiree-benefit issues. Prerequisite: Bankruptcy. Enrollment limited to 20 students. Judge Whelan.

Commercial Transactions (4 hrs.)  In a transactional approach the course treats the creation and effect of financing arrangements and other secured transactions in personal property, the rights of third parties claiming interests in the collateral, and the use of checks, notes, and electronic payment techniques. Thus the course combines materials traditionally taught in separate courses on negotiable instruments and secured transactions. Principal emphasis is the Uniform Commercial Code as the prevailing commercial legislation, but the impact of the common law, the Bankruptcy Act, and other pertinent authority also is considered throughout. Ms. Miles, Mr. Rohner, Ms. Schooner.

Comparative and International Trade (Day, 3 hrs.; Eve., 2 hrs.) This course examines the major issues of international trade and its regulation at the national and international level. The focus is on the U.S. trade laws, including the tariff system and customs laws, the safeguard provisions, antidumping and countervailing duty remedies, and retaliatory measures. Attendant issues such as the distribution of powers to regulate international trade, the delegation doctrine, and judicial review of regulating agencies are also examined. The international regulatory framework—principally, the General Agreement on Tariffs and Trade and the World Trade Organization — are examined in some detail, with a focus on the fundamental rule of nondiscrimination, the resolution of disputes through the dispute settlement system, and the relationship between international agreements and the United States law. Finally, the course also examines specialized topics including free trade areas and customs unions, treatment of nonmarket/transitional economies, developing countries, and international trade in service. Dr. Chorosnicki, Mr. Heilferty, Dr. Ludwikowski.

Consumer Law Seminar (3 hrs.) — req. QP  This is a limited-enrollment seminar that partially satisfies the school’s writing requirement. Students may not take Consumer Transactions in addition to this course.  A prior course in Commercial Transactions is not required. This course looks selectively at aspects of common law and federal and state statutory and regulatory materials affecting consumers as buyers, borrowers, and lessees. Representative areas of coverage include advertising, transactional disclosure, unfair and deceptive acts and practices, product warranties, rate regulation, credit and collection abuses, credit reporting, and enforcement mechanisms. Statutes involved include the Federal Trade Commission Act, the Federal Consumer Credit Protection Act (Truth in Lending, Fair Credit Billing, Consumer Leasing, Fair Credit Reporting, Equal Credit Opportunity, Fair Debt Collection Practices, et al.), the Uniform Consumer Credit Code, and state “little FTC” acts. Each student will research, write, and present a paper that will constitute a major portion of the final grade. This course requires a qualifying course paper. Mr. Rohner.

Creditors’ and Debtors’ Rights (2 hrs.) A complete study of the legal principles and remedies involved in enforcing creditors’ and debtors’ rights under state law, including: attachments before judgment; judicial liens, statutory and consensual liens; garnishment and execution; forced sales of property; creditors’ suits and supplementary proceedings; the Federal Tax Lien Act; the Uniform Fraudulent Conveyance Act; common law compositions and assignments for the benefit of creditors; bulk sale transfers under the Uniform Commercial Code; equity receiverships; debtors’ rights and exemptions under state law. Ms. Miles, Judge Whelan.

Directed Research (2 hrs.) This course offers students the opportunity to conduct original, in-depth legal research and produce a quality written analysis in an area of special interest under the close supervision of a faculty member. A faculty member who agrees to serve as the student’s supervising instructor will provide guidance and feedback throughout the research and writing process. The student’s final grade will reflect the supervising instructor’s evaluation of the quality of the student’s legal research and legal analysis as well as the quality of his/her legal writing. To register, a student must submit a statement of topic, signed by the supervising instructor that describes the proposed research topic and establishes the tentative research and writing schedule. The signed statement of topic must be submitted to the Office of the Academic Dean before the end of the add-drop period for the semester. Faculty.

Financial Institutions Regulation (3 hrs.) — req. PP  This course surveys the regulation of all financial institutions, i.e., banks, insurance companies, securities firms, and mutual funds. The course will examine the history and development of regulation of each of these institutions and the markets in which they operate. Because commercial banks are the most regulated financial institutions, careful attention is devoted to the bank regulatory scheme, including chartering, branching, interstate banking, activities restrictions and the regulation of troubled banks. Examination of insurance companies will include analysis of the insurance contract and federal/state relationship in insurance regulation. The securities industry will be examined through the regulation of broker-dealers and trading markets. The focus on the investment company industry will include consideration of fiduciary duties and required disclosure. Most important the course will examine the deterioration of historic barriers between financial institutions and the services that they provide. The course will give careful consideration to this cross-industry competition and how it has and will impact law and policy. This course requires a qualifying portfolio paper. May not enroll in Banking Law. Ms. Schooner.

International Business Transactions (2 hrs.) - req.QP  This course concentrates on private business transactions that cross national boundaries. After an examination of some basic international and comparative law principles, the course examines various types of international commercial agreements such as joint ventures, contracts for the sale of goods, agency and distribution agreements and franchises. In addition, the course includes some practical exercises in negotiating and drafting international business contracts, and examines methods of dispute resolution such as international commercial arbitration. Guest lecturers may address some specialized topics during the semester. This course requires a qualifying course paper. The final grade is based on a contract-drafting exercise. Mr. Perez, Ms. Quast.

Legal Accounting (2  or 3 hrs.) This course focuses on both the technical as well as the conceptual aspects of accounting, providing a necessary foundation for students to address legal questions in a business/accounting environment. For example, the course will enable students to better understand issues concerning the use of accounting and financial terms in a legal document, calculation of damages in a breach of contract case, valuation of a business organization in a purchase/sale transaction, setting prices of products and charging costs under a government contract, and public corporations assessing compliance with federal securities laws.  The course will also cover several timely and important accounting issues that are relevant to today's practice of law, such as accurate presentation of financial statements; auditors' responsibility and liability; financial fraud; internal compliance audits and investigations; legal requirements and implications of strong (vs. weak) internal controls; and reporting on pending litigation and claims.  Relevant requirements and restrictions of the Sarbanes-Oxley Act of 2002 will also be discussed.  The course is designed for students who are unfamiliar with accounting, and prior study or training in accounting, business, or finance is not a prerequisite.  Mr. Greaney, Mr. Wyrsch.

Legal Externship:  Becoming a Lawyer; Legal Externship: Becoming a Communications Lawyer (3 or 4 hrs.)  After consultation with the coordinator of clinical programs or faculty instructor, students select a placement at which to do uncompensated legal work under the supervision of an attorney or faculty instructor. Placements must be approved by the coordinator of clinical programs. Placements include federal, state, and local government agencies, judicial chambers, prosecutor’s and defender’s offices, law firms, corporate general counsel’s offices, public interest organizations, and labor unions. The placement is combined with a seminar focused on enhancing learning from the externship, techniques for learning from experience useful after graduation, and issues in becoming a lawyer and joining the profession. For three credits, students are required to do 120 hours of uncompensated fieldwork; for four credits, 180 hours are required. One of the credits awarded is considered an academic credit and the remaining are clinical credits. Grading is on a pass/fail basis. Legal Externship: Becoming a Lawyer is a prerequisite for Legal Externship: Supervised Fieldwork.  Mr. Connolly, Ms. Frost, Ms. Lerman, Ms. Lucken-McMullen, Ms. Niedzielko, Mr. Ogilvy, Mr. Sadler, Mr. Tramont, Ms. Wortham.

Legal Externship:  Supervised Fieldwork (2 or 3 hrs.) Students perform 120 hours of uncompensated legal work for two credits or 180 hours for three credits, under the supervision of an attorney in placements such as federal, state, and local government agencies, judicial chambers, prosecutor’s and defender’s offices, law firms, corporate general counsel’s offices, public interest organizations, and labor unions. Placements must be approved by the coordinator of clinical programs. Students must have completed Legal Externship: Becoming a Lawyer, Legal Externship: Becoming a Communications Lawyer, or Becoming a Public Policy Lawyer as a prerequisite. Supervising faculty members will specify some accompanying assignments designed to enhance the externship, such as agreement on a learning agenda with the faculty and placement supervisors, journal reflections on the externship, and meetings with the faculty supervisor. Grading is on a pass/fail basis. Mr. Connolly, Ms. Frost, Ms. Lerman, Ms. Niedzielko, Mr. Ogilvy, Mr. Tramont, Ms. Wortham.

Land Transactions and Finance (3 hrs.) This course studies the law of real estate financing methods and transaction documentation. Lender liability, title insurance, and federal income tax considerations are included with an examination of the lawyer’s role in the development and transfer of land. Ms. Asdorian, Mr. Lynch, Mr. Nunes.

Sales and Leases (3 hrs.) The course deals with the rights and responsibilities of participants in commercial transactions involving the sale or lease of goods. Coverage draws primarily on UCC Articles 2 and 2A, and centers on issues arising in the performance, rather than the creation, of sales and lease contracts: warranty responsibilities; delivery obligations; risk of loss; rights of inspection, rejection, revocation of acceptance, and cure; and the parties’ remedies for breach, including reclamation of goods. The course also considers pertinent cognate areas such as software licenses, documentary exchanges, letters of credit, and United Nations Convention on the International Sale of Goods. Ms. Miles, Mr. Rohner and Mr. Sackey.

Remedies (3 hrs.) This course deals with the nature and source of the remedies of specific performance, reformation, rescission, damages, restitution, injunction, and declaratory judgment. Emphasis is placed on the historical development and modern application of equitable principles and the limitations that have been recognized on the exercise of equitable powers. This is an exam course. Mr. Marcin, Mr. Sky, Judge Williams.

Unincorporated Business Organizations (3 hrs., one semester) This course examines the nature, purpose and types of unincorporated business organizations: general partnerships, limited partnerships, limited liability partnerships and limited liability companies. Within the context of studying the formation, financing, management, operation (including the respective powers, rights and duties of the owners) and termination of these organizations, this course compares and contrasts the corporate form of doing business. An additional important element of this course is that it covers substantially all of the traditional Agency Law areas, such as fiduciary rights and duties and the potential contractual and tort liability (i.e., vicarious liability) of businesses to third parties for the actions or inactions of their agents. Some time will be spent on reviewing the main business agreements (e.g., a partnership agreement and the operating agreement), as well as important transactional documents. Prof. Wyrsch.

Courses with a writing requirement are identified by the following symbols found in the key provided below:
req. QP —    required qualifying course paper
opt. QP —    optional qualifying course paper
req. PP —    required qualifying portfolio paper
opt. PP —    optional qualifying portfolio paper
E or QP —    examination or qualifying course paper
E or PP —    examination or qualifying portfolio paper
WC        —    advanced writing course

For the complete listing of courses, visit the Courses of Instruction section of the law school Announcements catalogue.