The Catholic University of America
 LL.M. Program

Securities Law Course Descriptions

Below is a list of are course descriptions that may be taken and applied towards a student's LL.M. concentration in Securities Law. Students will work with a faculty adviser to select a group of courses, which best suits the path a student is interested in following.
 

Administrative Law (3 hrs.)
This course involves the study of the administrative process, including formal and informal processes within various administrative agencies; as well as judicial, legislative, and executive control of administrative activity. The investigative, interpretative, rulemaking, adjudicatory, and enforcement operations of administrative agencies will be covered. Prof. Breger, Prof. Gregg, Prof. Mintz.


Advanced Legal Research and Writing (3 hrs.) — WC
This course will develop students’ writing and research skills by guiding them through the process of researching for and writing a case note on a pending Supreme Court case. The first component of the course will be devoted to the development of advanced legal research skills including planning research strategies, field research, research in public records, constitutional law research, statutes, legislative histories, tracking legislation, treaties, administrative and executive publications, agency rules, regulations and adjudications, government documents, case finding, case verification, secondary sources, looseleaf services, LEXIS, WESTLAW, Internet resources, nonlegal research, and specialized legal research. The remainder of the course will be devoted to the refinement of writing skills, focusing particularly on organization, use of authority, and development of an effective writing style. Successful completion of this course fulfills one half of the upper-level writing requirement. Students who are taking or have already taken Advanced Legal Research or a course on legal literature taught by the School of Library and Information Science may not take this course. Prof. Harmon, Ms. Vuono, Prof. Williams.


Antitrust (3 hrs.)

A study of those federal statutes intended to preserve the benefits of competition in unregulated industries. The course considers the impact of the Sherman Act, the Clayton Act as amended by the Robinson-Patman Act, and the Federal Trade Commission Act on the practices and structure of American business. The course includes some economic analysis, but a background in economics is not necessary. The relevant concepts are developed throughout the course. Prof. Garvey, Mr. Greaney, Prof. Perez.


Bankruptcy (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. Prof. Miles, Judge Whelan.


Becoming a Securities Lawyer (1 hr.)
This externship seminar is similar to Becoming a Lawyer, except that students' field placements are in securities law and class discussion focuses on issues that relate to the practice of securities law. Students in the Securities Law Program should take this course to fulfill one of the externship requirements for the certificate. Students should enroll in “Legal Externship” while taking this course to receive credits for their fieldwork. Students enrolled in the SEC Observer Program need not enroll in this seminar during their participation in the SEC program. Offered in the spring semester. Pass/fail. Prof. Lipton.


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. 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. Prof. Miles, Prof. Schooner, Prof. Wagner.


Compliance and Corporate Responsibility (2 hrs)
In this course, students will study the field of corporate compliance, including pertinent statutory principles and law enforcement initiatives, the creation and implementation of compliance programs, the development of related ethics policies and codes of conduct, and attendant professional responsibility issues. Students will also explore a variety of perspectives on holding business corporations and other entities legally and ethically accountable, including emerging norms of corporate responsibility and new forms of social enterprise. Prof. Duggin, Mr. Lacovara.


Corporate Finance Seminar (2 hrs.)
The course examines the major financial and structural changes that an on-going corporation might experience. Topics that explored include valuation methods, leverage finance, debt instruments, share repurchase tactics, merger techniques, going-private transactions, hostile and friendly tender-offers, recapitalizations, acquisitions, and spin-offs. These subjects will be analyzed in terms of their corporate and securities law implications, as well as for related economic and policy concerns. Corporations required. A previous or contemporaneous course in securities is recommended. A good understanding of business can serve as a substitute. Limited enrollment. Prof. Lipton.


Corporate Taxation (2 hrs.)
The law of taxation as applied to corporations and their shareholders in the various contexts of corporate life, including incorporation, distributions, redemptions, liquidations and reorganizations. Prerequisite: Federal Income Taxation. Mr. Netram.


Corporations (4 hrs.)

The course entails the study of the fundamental principles in the fields of agency, unincorporated businesses, corporations, and securities regulation, examined in relation to the functioning of the corporate enterprise. Both publicly owned and closely held corporations are considered, with detailed consideration of basic formation, issues of governance, and shareholder rights, as well as additional attention to more advanced areas relating to conflicts of corporate control, questions of corporate responsibility, and shareholder input in corporate decision making, and federal regulation of capital formation and investor interests. Prof. Duggin, Prof. Lipton, Prof. Schooner.
 

 

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. The course will fulfill one of the two upper-class writing requirements if the student achieves a final grade of at least a B-. 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. Although the page number requirement is left to the supervising instructor's discretion, it is unlikely that a paper of acceptable quality could be completed in fewer than 40 pages. 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. (See Academic Rule XIII). Faculty.


Financial Institutions Regulation (3 hrs.)
This course examines regulation that is intended to prevent systemic risk. Systemic risk is defined in a very general sense as the risk of a collapse of the entire financial system or an entire market. Regulation that addresses systemic risk is called “prudential regulation.” This course examines the traditional prudential regulation of commercial banks (often called “micro-prudential regulation”) and more recent forms of “macro-prudential” regulation of systemically important financial institutions. Specific topics include: licensing and corporate governance; restrictions on ownership and affiliation; capital regulation; limits on risk taking; insolvency and resolution; and institutional structures of regulation. The course focuses on federal law and includes consideration of international standards developed by the Basel Committee on Banking Supervision and other international organizations. Prof. Schooner


International Business Transactions (3 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 that fulfills one half of the upper-level writing requirement. Refer to Academic Rule XIII — Writing Requirement and Directed Research. The final grade is based on a contract-drafting exercise. Prof. Perez.


Introduction to American Law and Legal Methods (3 hrs.)
This course, which is designed exclusively for M.L.S. students, provides an overview of the United States legal system and teaches the process of legal analysis. Coverage will include the structure of the United States government; sources of law; judicial and court processes; legal reasoning; the role of the lawyer; and foundational legal issues related to first year courses, such as Civil Procedure, Constitutional Law, Contacts, Criminal Law, Torts and Property. Students will develop analytical and research skills through various oral and written exercises. Specifically, students will learn how to identify and extract rules from cases and how to apply those rules to other factual scenarios. Students will also be introduced to the techniques of statutory analysis and interpretation. Ms. Vuono.


Law Journal Editing (2 hrs. over two semesters; pass/fail)
This course is mandatory for third- and fourth-year law journal members who supervise student writing projects (as determined by each editor-in-chief); it is optional for other third- and fourth-year journal members. During the first five weeks of the semester, the course focuses on topic selection, publication decisions, substantive editing, style editing, word editing, and professional working relationships. The instructor provides editing exercises and workshops and leads discussions of classic law review articles and trends in legal scholarship. For the remainder of the semester, students supervise and edit at least two student writing projects or critique or edit at least two other manuscripts submitted to the law journal. During this time the instructor conducts editing tutorials, as the need arises, and is available for student conferences. If a student has not completed the required editing assignments by the end of the first semester, work may continue into the second semester, in which case course credit will not be awarded until the end of the second semester. The journal faculty adviser, in consultation with the editor-in-chief, must certify that each student has successfully completed the required assignments. The course may fulfill one of the two upper-class writing requirements, but a student may not count BOTH this course and Law Journal Writing toward completion of the upper-class writing requirement. Refer to Academic Rule XIII — Writing Requirement and Directed Research. Prof. Harmon.


Law Journal Writing (2 hrs. over two semesters; pass/fail)
This course is open only to students who are producing a writing project for one of the school’s law journals. These students must take this course if they choose to receive academic credit for their journal writing project or count it toward satisfaction of the upperclass writing requirement. Generally, students register for one credit for each of the two semesters; the credits are not awarded until the end of the second semester. During the first three weeks of the first semester, lawyering skills faculty conduct workshops that focus on writing skills such as organization, integrating research, transitions and headings, substantive footnoting, grammar and vocabulary appropriate to the journal audience, constructive use of editor and expert-reader feedback, and re-drafting. The instructor schedules writing tutorials for students throughout the year as need dictates. Students must complete a journal portfolio that includes all drafts of the writing project, an expert-reader’s comments, the supervising editor’s comments, the editor-in-chief’s comments, and a certification that the student attended all required workshops. The journal’s faculty adviser, in conjunction with the editor-in-chief, must certify the portfolio is complete and that the student’s Writing Project is of publishable quality. The course fulfills one of the two upper-class writing requirements, but the student may not count BOTH this course and the Law Journal Editing toward completion of the upper-class writing requirement. Refer to Academic Rule XIII — Writing Requirement and Directed Research. Prof. Harmon.


Legal Drafting: General Drafting (3hrs.) — WC
This course offers students an introduction to legal drafting, with an emphasis on such essential skills as writing with clarity and precision, conforming with statutes and ordinances, using forms appropriately, achieving the goals of clients, identifying and eliminating ambiguity, editing and proofreading a written product, and simplifying complex thoughts and ideas. This course provides students with a thorough introduction to the principles of general drafting through the use of various techniques as written exercises, peer critique, and in-class workshops. These may be general office documents or documents in a particular doctrinal area. Through the course of the semester, students draft a minimum of three major legal documents in addition to rewrites and shorter written exercises. Successful completion of this course satisfies one of the upper-level legal writing requirements. Enrollment will be limited to 16 students per section. Mr. Danzig, Mr. Hitchens.


Legal Externship (2 or 3 hrs.)
A student participating in a for-credit externship should enroll in Legal Externship. A student's placement must be for uncompensated legal work under the supervision of an attorney. Placements include federal, state, and local government agencies, judicial chambers, prosecutors’ and defenders’ offices, law firms, corporate general counsels’ offices, public interest organizations, and labor unions. Students may receive two credits for 120 hours of uncompensated fieldwork or three credits for 180 hours of fieldwork. Each student submits periodic detailed time logs to the Clinical Programs Office to obtain credit for the fieldwork. Students must seek approval for proposed placements by filling out the online placement approval form. Students should obtain approval of placements before the semester begins.

Students in their first for-credit externship should also register for one of the "Becoming a Lawyer" seminars. Students in their second or further for-credit externship do not register for Becoming a Lawyer. These latter students will be overseen by the directors of the Office of Career and Professional Development. Faculty instructors may convene periodic seminar meetings or may meet with each student several times over the course of the semester. Students turn in detailed time-logs and do some reflective writing about their field experience. Grading is pass/fail. Students are encouraged to seek a new field placement for each semester. A student who wishes to stay in a single placement for a second semester must receive approval from the Director of Experiential Education. Ms. Frost, Prof. Martin, Ms. Tschirch.


Regulated Industries (Legal Control of Business) (3 hrs.) — req. QP
This course provides an introduction to the scope and nature of government regulation in the United States. It examines the constitutional restraints on regulatory power and reviews the economic and other justifications for regulation (i.e., natural monopoly, destructive competition, allocation of scarce resources, assurance of quality or competence, consideration of otherwise ignored social costs, and wealth redistribution). Given the nature of contemporary efforts to reform the regulatory state, emphasis is placed throughout the course on the deregulation of traditionally regulated sectors of the economy. This course requires a qualifying course paper that fulfills one half of the upper-level writing requirement. Refer to Academic Rule XIII — Writing Requirement and Directed Research. Prof. Garvey.


Securities Civil Litigation (2 hrs.)
This seminar will cover private securities litigation, principally in the form of fraud-on-the-market class actions, from both a practical and policy standpoint. The goal is to use primary materials from actual litigated cases as a means to teach the applicable law in an interesting way based on how the issues arise in a real case. At the same time, these real cases will allow students to weigh the policy issues implicated by this type of litigation in a more concrete way. The instructor intends to include a simulation component, in which students will conduct moot arguments of motions in actual pending cases. Mr. Borden


Securities and Exchange Commission Student Honors Program (3 hrs.)
A clinical externship program under the supervision of Securities and Exchange Commission staff attorneys. Projects in the past have involved the drafting of proposed statutes and rules, investigation of industry and issues practices, and litigation of civil enforcement actions and administrative proceedings. Students attend a weekly seminar at the SEC covering different topics in securities law. Students are required to devote 180 hours during the semester of enrollment (including time spent in the weekly seminar) to fieldwork activities at the SEC. Students in this program are subject to the commission’s conflict of interests rule. Completion of corporations, securities courses, and other related experience improves, but does not define, the student’s chances of being selected by the SEC for this limited-enrollment program. There is an early application process for admission to this course. Contact the clinical programs office for details. Students should not submit an application to participate unless they are prepared to accept a placement if selected. Grading is on a pass/fail basis.

Securities Markets Regulation Seminar (3 hrs.) — req. QP
This course provides an in-depth analysis of several themes central to the regulation of exchange and over-the-counter trading in domestic securities. Topics covered include purpose and operation of securities markets; the implementation of self-regulatory oversight with focus upon the relationship between the exchanges and broker/dealers and the exchanges and the Securities and Exchange Commission; regulation of broker/dealers; the implication of listed and unlisted trading; the development of the national market system and the system’s reliance upon intermarket communication and execution systems and brokers’ performance of fiduciary duties of best execution; order flow issues; alternative trading systems and competition in the securities market; and the impact of off-board trading restrictions. This course requires a qualifying course paper that fulfills one half of the upper-level writing requirement. Refer to Academic Rule XIII — Writing Requirement and Directed Research. It is strongly advisable, but not an absolute prerequisite, that students registering for the seminar have taken at least one securities course. Limited enrollment. Prof. Lipton, Mr. Ryan.


Securities Regulation: Derivatives Seminar (2 hrs.)

This course explores current issues affecting the regulation of financial market derivatives and oversight of derivative transactions under U.S. securities and commodities laws. Topics include the jurisdiction of the Commodity Futures Trading Commission and the Securities and Exchange Commission, interaction of securities and commodities statutes and regulations, registration and regulation of commodity market participants, administrative and injunctive enforcement powers involving violations of the Commodity Exchange Act, developments in self-regulation, and private rights of action. Course themes will cover such questions as: Why are derivatives important to the world of finance and business? How should these instruments be regulated? In what ways do the different approaches to regulation impact on the use of these instruments? Prerequisites: Corporations and prior or contemporaneous registration in another course in the securities program or previous experience in the field of securities. Mr. McCarty, Mr. Ruddy.


Securities Regulation: Enforcement Procedures and Issues (2 hrs.)
This Securities Program offering introduces securities law students to the enforcement of the federal securities laws from the perspectives of both the SEC Division of Enforcement and defense counsel. Students learn how the division operates and how it investigates potential violations, how it interacts with other regulatory authorities, and how defense counsel represents clients in the enforcement process. The course also discusses current issues in securities law enforcement, including insider trading, financial fraud, and other types of matters. Students taking this course are required to contemporaneously take or previously have taken Corporations. It is suggested that students also contemporaneously or previously take a basic securities course. Mr. Brennan.


Securities Regulation: Mutual Funds and Investment Advisers Act (2 hrs.)
This course covers federal regulation of the investment management industry, focusing primarily on the Investment Company Act and the Investment Advisers Act, while also examining the impact of other federal laws, including the Securities Act, the Securities Exchange Act, ERISA, and the Internal Revenue Code. Topics of study include regulation of the operation, management, and distribution of mutual funds and other pooled investment vehicles, including closed-end funds and hedge funds. Class discussion includes analysis of business practices in light of the statutory and regulatory scheme, pertinent case law, and positions taken by the United States Securities and Exchange Commission. Prerequisite: Corporations. Mr. Kotapish, Mr. Puretz.


Securities Regulation: Issuance (3 hrs.)
This course focuses in depth on problems arising under the Federal Securities Act of 1933, dealing with matters such as the purpose and operation of the registration process, information distribution during an offering, the application of the registration process to the secondary distribution, understanding of who is an issuer and underwriter, defining a “security” and a “public offering,” availability of various transactional and security exemptions, and the imposition of civil and criminal liabilities for noncompliance with various regulations. Corporations suggested. Prof. Lipton, Mr. Panos.


Securities Regulation: Securitization of Assets - A Transactional Approach (2 hrs.)
The securitization of assets is a process that has vastly expanded the ability of leaders and business in general to expand operations beyond equity and borrowed capital owned by such firms. The implementation of securitized transaction requires the drafting of complex documents, the gathering and direction of a variety of skilled attorneys, financial experts, and investors, negotiating the often competing interests of these parties, conducting required due diligence investigations and understanding the financial mechanics underlying the transaction. These skills and others are honed through the course allowing the students to develop a portfolio of writing documents that satisfy a writing requirement. Corporations is prerequisite of contemporaneous selection for the course. Securities Issuance or Securities Trading is recommended but not required.


Securities Regulation: Trading (3 hrs.)
Primary emphasis on the Federal Securities Exchange Act of 1934. The course probes matters such as regulation of the securities markets and the securities industry, annual and periodic reporting requirements and the integration thereof with the 1933 Act, regulation of broker/dealer activities and prevention of market manipulation, trading exchanges and the system of self-regulation, concerns arising during takeover actions and corporate repurchases, insider trading, securities fraud, civil liabilities arising under the 1934 Act, collateral violators and the role of corporate counsel. Corporations suggested. Mr. Lipton.


Securities Regulation: See also Financial Institutions Regulation

 


Wealth Management (2 hrs.)

This course will focus on the application of investment concepts like prudence, risk and return, loyalty, delegation, portfolio theory, and a working knowledge of financial products. These concepts are especially relevant for those interested in working as securities attorneys, estate planners, family lawyers, trust officers, compliance and risk officers, and wealth managers. It is estimated that over $30 trillion in financial and non-financial assets will be transferred over the next 30 to 40 years. Many of these assets will be held in trusts drafted by attorneys, administered by individual or corporate trustees, and overseen by wealth managers whom may or may not have legal training. Students will be encouraged to determine how prudent investing concepts inform other areas of the law, and should be able to evaluate the challenges faced by attorneys, and their clients, in relation to wealth management. Mr. Griffin.


White Collar and Business Crimes (2 hrs.)
This course includes a review and analysis of (1) general principles of white collar criminal prosecution and defense, including jurisdiction of various federal and state criminal law enforcement and prosecutorial agencies; (2) the scope of applicable federal criminal laws and some state laws regarding white collar and business crimes; (3) fraud and political corruption crimes, with a focus on federal crimes of mail fraud and bank fraud, and crimes involving official bribery and gratuities; (4) financial and securities fraud, RICO, money laundering, and asset forfeiture; (5) organizational crime statutes such as conspiracy, federal and state racketeering, and continuing criminal enterprise statutes; (6) regulatory crimes in the health and environmental areas; (7) crimes involving the protection of federal rights and functions, including perjury statutes, obstruction of justice, and witness tampering; and (8) the Federal Sentencing Guidelines and the use of minimum mandatory sentences. This is an exam course. Mr. Berthiaume.

 

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.