An introduction to the formation, performance and breach of contracts. The course will also introduce students to contract interpretation, damages, conditions, rights of third parties and assignments.
Obligations imposed by the government on businesses are numerous, substantial and increasing. These obligations emanate mainly from statutes enacted by legislatures and regulations promulgated by administrative agencies. This course explores how statutes and regulations come into existence, when they may be invalid, how courts interpret them, and what steps businesses take in responding to statutory and regulatory initiatives. Business and law have become so intertwined and inseparable that statutes and regulations are not just for lawyers anymore. To perform their responsibilities competently, effectively, and ethically, numerous non-lawyers – including middle-level and top-level executives – must acquire the knowledge and skills needed to navigate regulatory-intensive environments. This course is the foundation for acquiring these competencies.
An introduction to basic statutes, regulation and administrative practices relevant to regulatory compliance by business entities, financial institutions, and healthcare organizations and practitioners. The course will also introduce students to basic concepts of risk management. Students will learn how to: identify applicable laws, regulations and industry standards necessary to develop an effective compliance management program; construct and implement effective compliance policies and procedures; develop appropriate audit procedures in order to analyze the effectiveness of current policies and procedures, and organize and lead the organization’s response to a regulatory audit or investigation.
The course covers the law of torts or civil wrongs outside contract law. For example, lawsuits for fraud, car accidents, product injuries and negligent management of employees are all tort suits. The course covers the foundations of the “negligence” cause of action, including topics such as duty, breach, causation and damages. It also covers principles of vicarious liability (that is when an organization or employer is responsible for the actions of its employees), economic harms and statutory negligence. The principles and techniques you will learn in this course underlie many other legal subjects that you will later encounter.
Banking, Financial Regulation, and Compliance Electives
This course introduces students to Bank Secrecy Act and Anti-Money Laundering regulations. Topics covered include: establishing and maintaining effective BSA/AML compliance programs; customer identification program requirements; SARs and information sharing; record-keeping requirements; customer due diligence, enhanced due diligence, and ongoing monitoring requirements of high-risk customers and transactions. The course will also cover risk assessment programs, audits, the role of BSA compliance officers, training requirements, Foreign Asset Control laws and compliance issues related to higher risk products, services, customers, geographical locations and financial institutions.
This course will provide an overview of the statutes and regulations governing broker-dealers. The course will begin with a review of the foundational federal laws that regulate the securities industry and the sale of securities in the United States. Topics will include broker-dealer registration, self-regulation, obligations of broker-dealers, technology, and big data, and enforcement.
A study of the obligations of regulated companies when there has been a compliance failure. Topics covered include: audits and other internal governance approaches for discovering compliance problems in a timely fashion; investigations; reporting; mitigation; regulatory responses; and remediation.
A study of consumer compliance issues faced by banks and other financial intermediaries. The course will cover deposit-related statutes and regulations. The course will also cover common law fraud, unfair and deceptive acts and practices, the Consumer Financial Protection Bureau, and other federal and state agencies charged with consumer protection.
A study of consumer compliance issues faced by banks and other financial intermediaries. The course will cover credit-related statutes and regulations. The course will also cover common law fraud, unfair and deceptive acts and practices, the Consumer Financial Protection Bureau, and other federal and state agencies charged with consumer protection.
An introduction to the economic and trade sanctions regime administered by the U.S. Office of Foreign Assets Control (OFAC). Topics include: compliance obligations of financial institutions; the foreign policy and national security justification of sanctions; targeted parties and activities; OFAC licenses; and enforcement issues.
This course covers basic accounting principles necessary to understand, interpret and analyze financial statements, formulate effective inquires, and communicate intelligently with business and financial professionals (as well as with their future clients). Students will read and use the information from real companies to analyze and interpret their financial statements. Specifically, this class will use real-world examples to illustrate the interrelationships between financial statements and the documents underlying certain deals/transactions. The students will learn about financial reports, cash flow versus income, tax versus accounting books, the quality of earnings and analytical ratios, all of which may be necessary to conduct due diligence on a particular matter and to draft operative agreements. The class will also spend time analyzing past financial scandals and the financial issues that led to them (and the role various professionals could/may have played in preventing them).
A practical application demonstrating the manner in which compliance officers interact with “business owners” and regulators in order to properly risk-manage compliance requirements for banking institutions. The course will introduce students to case studies that require various skills in order to resolve true banking compliance and legal issues. These skills include negotiating and communication techniques for compliance professionals to work well with co-workers, business owners and regulators. Case studies will include new product launches and sample regulatory examinations. The course will add practical concepts for incorporating risk management into the world of regulatory compliance.
Business Law, Contracting, and Risk Management Electives
An introduction to the law of business organizations, including agency, partnership, and business corporations. Topics include formation and structure of the corporation, power and fiduciary responsibility of management, rights and liabilities of shareholders, shareholders' derivatives litigation, acquisitions and tender offers and insider trading.
The potential for lawsuits plays a critical role in business decisions, particularly in regulatory compliance, risk management, and contract procurement and vendor risk management. This is often especially true in highly regulated fields such as healthcare, finance, HR, cybersecurity, and supply chain management. Litigation – whether in front of administrative agencies or courts – is generally the endgame for regulatory, contractual, or other liability problems that institutions may face. This class provides students with a basic understanding of the process of civil litigation in the U.S. We will trace the pathway of a lawsuit from the initial pleading stage to the appeal. Students will gain a solid grasp of the concepts and vocabulary that underlie the U.S. litigation system. Topics include types of lawsuits, forums, pleadings, response, discovery, trial procedures, appeals, administrative adjudication, and arbitration.
A study of consumer protection regulations, including consumer lending, mandatory and voluntary disclosures, common law fraud, and unfair and deceptive acts and practices.
This class covers contract risk management best practices, as applied to both individual and portfolio of contracts. Topics include contract negotiations, term sheets, pre-contractual liability, contract performance, breach, waivers, post-breach actions, and the relationship between liability and business risks. Students will also learn about key contract terms including representations and warranties, conditions, default, indemnification, arbitration, liquidated damages, and choice of law and venue.
This course will cover the principles, frameworks, and best practices for analyzing and managing risks within business firms. Students will learn how to construct frameworks for managing strategic, operational, financial, and legal/regulatory risks. They will also learn how to assess and measure these risks.
An introduction to corporate governance, risk management, and compliance within business firms and financial institutions. Topics include: the role of the board of directors and executives in managing firms and overseeing risk management and compliance; Codes of Ethics; internal controls; the Sarbanes-Oxley Act; the Foreign Corrupt Practices Act; whistleblowers; crisis management; and disclosure requirements under Federal Securities Laws and under banking statutes and regulation.
A study of insurance contracts and insurance law. Topics covered include: the nature of insurance, insurable interests, persons and interests protected, contractual obligations of the insured and insurer, the claims process, bad faith, and subrogation. We will explore insurance contracts from the point of negotiation and execution through the claims process, settlement and dispute resolution.
Introduction to Legal Studies and Research introduces students to the American legal system, the study of law and effective legal research techniques. This course provides students with practical, hands-on experience with legal resources and research tools. This course emphasizes building the practical research skills required to succeed in an increasingly complex legal and regulatory environment.
A study of the legal issues related to outsourcing contracts, including liability issues arising from these relationships. Students will also learn about best practices for assessing, monitoring, and managing vendor and outsourcing risks.
Financial Privacy, Cybersecurity, and Data Analytics Electives
This course focuses on the legal and risk management issues that arise after a cybersecurity breach. Students will learn about different aspects on incident response, including initial internal communications and related corporate governance issues, the role played by in-house and outside counsel, forensics experts, IT staff and others in investigating the source and scope of the breach, and in mitigation and remediation of cyber breaches. The course will cover myriad issues related to cyber-insurance (before and after a breach), the preservation of digital data and physical documents, attorney-client privilege and a number of legal issues that can arise when coordinating with federal, state, and foreign regulators and criminal investigation agencies. Students will also learn about various mitigation best practices, including disclosure to regulators, customers, cyber-insurance carriers, investors, and vendors and other affected third parties.
This course focuses on the design and implementation of cybersecurity compliance programs, including developing policies and procedures, auditing processes, and strategies for ensuring the resiliency and adaptability of the program in an evolving cyberspace and regulatory environment.
A study of legal and risk management issues surrounding the use of big data analytics, machine learning and other AI technologies by regulators, business firms and other organizations. Special focus is given to issues arising in health care regulation, financial and securities regulation, and employment law—for example, health care fraud and abuse, Bank Secrecy Act and Anti-Money Laundering, economic sanctions, Federal securities Laws, and employment discrimination. Topics include privacy, cybersecurity, algorithmic fairness, smart contracts, robot and computer system accountability, social media censorship, regulatory reporting, monitoring of employees and transactional monitoring.
A study of privacy and cybersecurity laws and regulation, as they apply to firms in the financial sector and to corporations registered with the SEC. Topics include: prevention, breaches, disclosures, and remediation; Federal and state privacy and cybersecurity regulations; EU GDPR; the NIST Cybersecurity Framework; Federal Reserve, OCC, and FDIC guidance; and FFIEC and SEC OCIE cybersecurity guidance and initiatives. The course will also cover compliance and risk management best practices.
This course introduces students to key concepts in law of patents, trademarks, trade secrets and copyright. Special focus is given to risk management techniques to protect a company’s intellectual property, including monitoring for potential infringements, addressing suspected infringements, IP licensing, non-compete agreements and non-disclosure agreements.
An introduction to fundamental technology concepts for compliance officers, risk-manager, and others working in technology-intensive, regulated areas, including cybersecurity, privacy, AI, and intellectual property.