390 Structuring and Regulating Financial Transactions

In this exciting, innovative, and important area of legal practice, companies domestically and worldwide raise money through an array of structures intended to separate “financial” assets—effectively rights to (or expectations of) payment—from the risks associated with the company.  The assets are then dedicated to repayment of capital market securities.  Sometimes referred to as structured finance or securitization, this approach creatively brings together many fundamental legal disciplines, including bankruptcy, securities law, corporation law, secured transactions, finance, and tax.  Using structured finance as an organizing principle, this course teaches the critical aspects of these disciplines that you are likely to encounter in practice.  In addition, the course introduces important commercial financing techniques and concepts, including guarantees, loan agreements, legal opinions, and letters of credit, as well as interest rate and currency swaps and other derivative products.  Furthermore, the course addresses how the capital markets work, including the role of rating agencies, and touches on the cross-border and transnational considerations that are essential to modern business transactions.  It also shows how structured finance principles can be applied broadly, such as to international project-finance transactions and to microfinance.  Finally, the course examines the ethics and efficiencies of “deconstructing” companies in this manner, including the use and possible abuse of special purpose entities and the potential to generate unanticipated consequences, as occurred in the 2007-09 financial crisis.

There is no formal prerequisite.  The class will be challenged to identify problems and find real-life, creative solutions.  A student without any business-law background should still be able to master the course because the relevant legal principles will be learned and applied along the way, in the same manner that a good practitioner learns.  Examination or (with special permission on a first-come, first-served basis) paper.

Course Areas of Practice
2017
Spring 2017
Course Number Course Credits Evaluation Method Instructor Meeting Day/Times Room

390.01 3
  • Scheduled in-class examination
Steven L. Schwarcz W 3:15-6:15 PM 3043

In this exciting, innovative, and important area of legal practice, companies domestically and worldwide raise money through an array of structures intended to separate “financial” assets—effectively rights to (or expectations of) payment—from the risks associated with the company.  The assets are then dedicated to repayment of capital market securities.  Sometimes referred to as structured finance or securitization, this approach creatively brings together many fundamental legal disciplines, including bankruptcy, securities law, corporation law, secured transactions, finance, and tax.  Using structured finance as an organizing principle, this course teaches the critical aspects of these disciplines that you are likely to encounter in practice.  In addition, the course introduces important commercial financing techniques and concepts, including guarantees, loan agreements, legal opinions, and letters of credit, as well as interest rate and currency swaps and other derivative products.  Furthermore, the course addresses how the capital markets work, including the role of rating agencies, and touches on the cross-border and transnational considerations that are essential to modern business transactions.  It also shows how structured finance principles can be applied broadly, such as to international project-finance transactions and to microfinance.  Finally, the course examines the ethics and efficiencies of “deconstructing” companies in this manner, including the use and possible abuse of special purpose entities and the potential to generate unanticipated consequences, as occurred in the 2007-09 financial crisis.

There is no formal prerequisite.  The class will be challenged to identify problems and find real-life, creative solutions.  A student without any business-law background should still be able to master the course because the relevant legal principles will be learned and applied along the way, in the same manner that a good practitioner learns.  Examination or (with special permission on a first-come, first-served basis) paper.

Pre/Co-requisites
None
Enrollment Restrictions
None
2016
Spring 2016
Course Number Course Credits Evaluation Method Instructor Meeting Day/Times Room

390.01 3 Steven L. Schwarcz W 3:15-6:15 PM 3041

In this exciting, innovative, and important area of legal practice, companies domestically and worldwide raise money through an array of structures intended to separate “financial” assets—effectively rights to (or expectations of) payment—from the risks associated with the company.  The assets are then dedicated to repayment of capital market securities.  Sometimes referred to as structured finance or securitization, this approach creatively brings together many fundamental legal disciplines, including bankruptcy, securities law, corporation law, secured transactions, finance, and tax.  Using structured finance as an organizing principle, this course teaches the critical aspects of these disciplines that you are likely to encounter in practice.  In addition, the course introduces important commercial financing techniques and concepts, including guarantees, loan agreements, legal opinions, and letters of credit, as well as interest rate and currency swaps and other derivative products.  Furthermore, the course addresses how the capital markets work, including the role of rating agencies, and touches on the cross-border and transnational considerations that are essential to modern business transactions.  It also shows how structured finance principles can be applied broadly, such as to international project-finance transactions and to microfinance.  Finally, the course examines the ethics and efficiencies of “deconstructing” companies in this manner, including the use and possible abuse of special purpose entities and the potential to generate unanticipated consequences, as occurred in the 2007-09 financial crisis.

There is no formal prerequisite.  The class will be challenged to identify problems and find real-life, creative solutions.  A student without any business-law background should still be able to master the course because the relevant legal principles will be learned and applied along the way, in the same manner that a good practitioner learns.  Examination or (with special permission on a first-come, first-served basis) paper.

Pre/Co-requisites
None
Enrollment Restrictions
None
2015
Spring 2015
Course Number Course Credits Evaluation Method Instructor Meeting Day/Times Room

390.01 3 Steven L. Schwarcz W 3:15-6:15 pm Room 3041
In one of the most exciting, innovative, and developing areas of legal practice, companies domestically and worldwide have been raising money through an array of structures intended to separate assets from the risks associated with the company. The assets are then dedicated to repayment of capital market securities. Sometimes referred to as structured finance or securitization, this approach creatively brings together many fundamental legal disciplines, including bankruptcy, securities law, corporation law, secured transactions, finance, and tax. It also introduces important commercial financing techniques and concepts, including guarantees, loan agreements, and letters of credit, as well as interest rate and currency swaps and other derivative products. In addition, it addresses how the capital markets work, including the role of rating agencies, and touches on the cross-border and transnational considerations that are essential to modern business transactions."  In that context, the course also shows how structured finance principles can be applied broadly, such as to international project financing transactions and to microfinance.The course will develop and analyze structured finance transactions from a multidisciplinary standpoint. It will also consider the ethics and efficiencies of "deconstructing" a company in this manner, including the potential to generate unanticipated consequences as may have occurred in the subprime financial crisis. The class will be challenged to identify problems and find real-life, creative solutions.There is no formal prerequisite; however, Business Associations or a commercial law or bankruptcy course is recommended. The relevant legal principles will be learned and applied along the way - in the same manner that a good practitioner learns. A student without background in commercial law and finance should still be able to master the course. Examination or (with permission) paper.

Pre/Co-requisites
None
Enrollment Restrictions
None
2013
Spring 2013
Course Number Course Credits Evaluation Method Instructor Meeting Day/Times Room

390.01 3 Steven L. Schwarcz W 3:00-6:00 pm Room 3041
In one of the most exciting, innovative, and developing areas of legal practice, companies domestically and worldwide have been raising money through an array of structures intended to separate assets from the risks associated with the company. The assets are then dedicated to repayment of capital market securities. Sometimes referred to as structured finance or securitization, this approach creatively brings together many fundamental legal disciplines, including bankruptcy, securities law, corporation law, secured transactions, finance, and tax. It also introduces important commercial financing techniques and concepts, including guarantees, loan agreements, and letters of credit, as well as interest rate and currency swaps and other derivative products. In addition, it addresses how the capital markets work, including the role of rating agencies, and touches on the cross-border and transnational considerations that are essential to modern business transactions."  In that context, the course also shows how structured finance principles can be applied broadly, such as to international project financing transactions and to microfinance.The course will develop and analyze structured finance transactions from a multidisciplinary standpoint. It will also consider the ethics and efficiencies of "deconstructing" a company in this manner, including the potential to generate unanticipated consequences as may have occurred in the subprime financial crisis. The class will be challenged to identify problems and find real-life, creative solutions.There is no formal prerequisite; however, Business Associations or a commercial law or bankruptcy course is recommended. The relevant legal principles will be learned and applied along the way - in the same manner that a good practitioner learns. A student without background in commercial law and finance should still be able to master the course. Examination or (with permission) paper.

Pre/Co-requisites
None
Enrollment Restrictions
None
2012
Spring 2012
Course Number Course Credits Evaluation Method Instructor Meeting Day/Times Room

390.01 3 Steven L. Schwarcz W 3-6 pm W 3-6 pm Room 3043
In one of the most exciting, innovative, and developing areas of legal practice, companies domestically and worldwide have been raising money through an array of structures intended to separate assets from the risks associated with the company. The assets are then dedicated to repayment of capital market securities. Sometimes referred to as structured finance or securitization, this approach creatively brings together many fundamental legal disciplines, including bankruptcy, securities law, corporation law, secured transactions, finance, and tax. It also introduces important commercial financing techniques and concepts, including guarantees, loan agreements, and letters of credit, as well as interest rate and currency swaps and other derivative products. In addition, it addresses how the capital markets work, including the role of rating agencies, and touches on the cross-border and transnational considerations that are essential to modern business transactions."  In that context, the course also shows how structured finance principles can be applied broadly, such as to international project financing transactions and to microfinance.The course will develop and analyze structured finance transactions from a multidisciplinary standpoint. It will also consider the ethics and efficiencies of "deconstructing" a company in this manner, including the potential to generate unanticipated consequences as may have occurred in the subprime financial crisis. The class will be challenged to identify problems and find real-life, creative solutions.There is no formal prerequisite; however, Business Associations or a commercial law or bankruptcy course is recommended. The relevant legal principles will be learned and applied along the way - in the same manner that a good practitioner learns. A student without background in commercial law and finance should still be able to master the course. Examination or (with permission) paper.

Pre/Co-requisites
None
Enrollment Restrictions
None

*Please note that this information is for planning purposes only, and should not be relied upon for the schedule for a given semester. Faculty leaves and sabbaticals, as well as other curriculum considerations, will sometimes affect when a course may be offered.