Course Descriptions

Consumer Finance (spring 2011) (2 credits)

Consumer spending drives the economy.  This course studies the system of consumer finance—the way in which consumers finance their consumption.  The course focuses on four themes:  the empirical state of household finances; the psychology and sociology of consumer finance; the business of consumer finance; and the regulation and political economy of consumer finance.  The course is structured around the four basic functions of consumer financial transactions:  payments and spending; borrowing; saving and investing; and insurance.  Specific topics to be covered include conspicuous consumption, operational costs and underwriting, credit reporting, mortgages, credit and debit cards, checking and savings accounts, fringe banking products, the unbanked, retirement savings, auto and health insurance, debt collection, and bankruptcy.

Business Bankruptcy (spring 2011) (3 credits)

This course is a general introduction to business bankruptcy law.  Bankruptcy provides a background term for nearly all business transactions.  The possibility that a counterparty may not be able to fulfill its obligations is an important factor in shaping deals.  This course reviews the fundamentals of debt contracting, including the role of events of default, debt priority and security interests.  It covers private and public orderings of debt restructuring:  private workouts and bankruptcy reorganizations and liquidations.  Topics to be covered include the distressed debt market, exchange offers, property of the estate, the automatic stay, the avoidance of prebankruptcy transactions, the treatment of executory contracts, the debtor's governance structure during bankruptcy, asset sales, the financing of operations of bankrupt companies, the distressed debt market, the process of negotiating, voting, and confirming a plan of reorganization, and transnational issues in bankruptcies. 

Structured Finance (Spring 2010) (2 credits)

This is a course in financial alchemy.  Structured finance is the use of transaction structures to create highly customized allocations of risk.  It is a type of wizardry that tailors risks and rewards to create customized financing arrangements fit to the idiosyncratic tastes of investors.  Bespoke risk allocations allow investors to target their capital to precisely the investment types they want and thus often enables more efficient financing than “off-the-rack” arrangements would yield.  These efficiencies have made structured finance a multi-trillion dollar business—larger than the US equities market.

The ability to customize risk allocations is shaped by legal constraints:  bankruptcy, secured credit, tax, accounting, bank regulation, and securities law.  These areas of law are typically taught as stand-alone topics, but their confluence and synergies enable advanced transaction forms.  The primary focus of the course is securitization (ABS and MBS), but structured investment vehicles (SIVs), collateralized debt and loan obligations (CDOs and CLOs), and credit derivatives (CDS and TRS) will also be covered.  Specific topics include the legal and accounting framework for structured finance, servicers, trustees, and ratings agencies, the central role of securitization in housing finance, Enron, and the current financial crisis.  The course will involve critical dissection of deal documents, as well as consideration of the economics and policy issues in structured finance.  There are no prerequisites.  

Courseware Site (Spring 2010)

Contracts (Fall 2009) (4 credits)

Introduces students to the law of contracts, the branch of law primarily concerned with private exchange. The course considers how individuals and businesses make binding agreements and the consequences of doing so. The major topic areas are the bases for enforcing contracts; the agreement process; contract interpretation; remedies for breach of contract; arbitration clauses; good faith and best efforts; and the problems of substantive and procedural unfairness and unconscionability. Special attention will be paid to the connection between the cases studied and the drafting and negotiation of contracts. Reading materials include judicial opinions, the Uniform Commercial Code, and excerpts from legal and professional journals. The course provides a foundation for subsequent studies in commercial law.

Courseware Site (Fall 2009)

This course is a general introduction to bankruptcy law. It covers both individual and business bankruptcies (Chapters 7, 13, and 11 of the federal Bankruptcy Code). Bankruptcy is a central component of commercial and business law and merges litigation and transactional practice. Bankruptcy law is a critical elements of consumer credit policy, as well as the background against which all business financing occurs.  Accordingly, the study of bankruptcy law provides a lens through which to explore the American credit economy.  The course is taught from a problemset-based textbook. The problems are designed to examine the elements of the statutes, the business and transactional implications of the formal laws, the ethical issues involved for attorneys, and the policy issues that inhere in the bankruptcy system. The problem approach is based on situations that attorneys, clients, legislators, and judges encounter and on the broader social policy implications of these issues. Approximately half the course is devoted solely to business bankruptcy; the remainder is divided between generally applicable issues and consumer-specific issues.  No laptops.

Courseware Site (Spring 2010)

Courseware Site (Fall 2008)

Courseware Site (Spring 2008)

Corporate Reorganizations (2 credits)