The Catholic University of America

Securities Law

Corporate Finance Seminar (2 hrs.) The course will examine the major financial and structural changes which an on-going corporation might experience. Topics that will be 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. Mr. Lipton.

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. Ms. Duggin, Mr. Lipton, Mr. Scordato.

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.

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 perquisite. Mr. Greaney, Mr. Wyrsch.

Legal Externship: Becoming a Lawyer; Legal Externship: Becoming a Securities 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.

Securities and Exchange Commission Student Observer 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 do 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. Ms. Lerman, Mr. Lipton.

Securities Markets Regulation Seminar (3 hrs.) — req. QP An in-depth analysis of several themes central to the regulation of exchange and over-the-counter trading in domestic securities. Topics to be 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 offboard trading restrictions. This course requires a qualifying course paper. It is strongly advisable, but not an absolute prerequisite, that students registering for the seminar have taken at least one securities course. Limited enrollment. Mr. Lipton.

Securities Regulation: Derivatives and Their Markets (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 include: 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. Ms. Ritter, Mr. Ruddy.

Securities Regulation: Enforcement Procedures and Issues (2 hrs.) This Securities Program offering will introduce 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 will learn about 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 will also discuss 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. Bennett, Mr. Faragasso.

Securities Regulation: Investment Company and Investment Advisers Acts (2 hrs.) This course will cover 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 will include 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. Menconi.

Securities Regulation: Issuance (3 hrs.) This course will focus, 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. Mr. Lipton, Mr. Rusch.

Securities Regulation: Trading (3 hrs.) Primary emphasis on the Federal Securities Exchange Act of 1934.
The course will probe 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, Mr. Rusch.

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. Mr. 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.