The corporate and securities law offerings can be roughly divided into introductory courses, internaitonal and comparative offerings, courses that expose law students to relevant non-legal subjects, classes aimed primarily at developing practical skills, and a variety of advanced courses and seminars focused on specific issues and approaches. 

Corporations and Securities and Capital Markets are the two core courses taken by many students and required as prerequisites for many advanced classes.  Corporate Reorganization and Bankruptcy and Antitrust and Trade Regulation offer introductions into two regulatory areas that hold particular importance for modern business organizations.  International and comparative offerings include Globalization in Comparative Perspective, International Securities Law, International Finance: Law, Money and Banking, International Financial Transactions, Comparative and International Antitrust, European Union Corporate Law and Law and Capitalism: A Comparative Approach.

It is difficult to understand or evaluate the reasons behind the regulation of corporations and securities markets or the effects of financial accounting.  Three courses introduce the students to these subjects: Corporate Finance, Financial Accounting and Statement Analysis and Financial Statement Analysis and Interpretation.  The Deals course and related seminars teach students the nuts and bolts of structuring, negotiating and defending business transactions.  These classes, often taught by leading practitioners, include Deals Workshop: Mergers and Acquisitions, Deals Workshop: The Art of the Deal and Deals Litigation.  The Nonprofit Organizations/Small Business Clinic offers a hands-on experience to those interested in acquiring practical skills in a different context. 

Advanced offerings vary from year to year and include a course in mergers and acquisitions, as well as seminars on corporate governance, white-collar crime, regulation of derivatives, investment funds and non-profit institutions.

The course then shifts to a transactional perspective and considers the alternative acquisition techniques that corporate law affords, the legal regulation of these alternative techniques, and the planning considerations that bear on the choice among those techniques. Detailed consideration will be given to Delaware's development of legal rules to govern target defense measures and the bidder tactics that have evolved in response.

Corporations is strongly recommended. For 2Ls, Corporations is a pre- or co-requisiste. For LLMs, Corporations is a pre- or co-requisite except on petition to the instructor based on prior coursework or special experience.

L6537 ADVANCED BANKRUPTCY (2 pts)
J. Fried
This lecture course analyzes selected issues in corporate bankruptcy and reorganization from a legal and financial perspective. Among the topics covered are the effect of priority rules on parties' incentives in the bankruptcy proceeding, the treatment of executory contracts, pre-bankruptcy workouts, and the use of fraudulent conveyance law to attack lenders and acquirers in failed LBOs.

Prerequisite: Students taking the course must have completed or be concurrently enrolled in an introductory bankruptcy course. (This requirement may be waived in unusual cases by permission of the instructor.) In addition, students should be willing to engage in quantitative reasoning and work with basic finance concepts such as expected value.

L9365 ANATOMY OF THE LARGE LAW FIRM (3 pts)
D. Barnard, A. Davis
This course examines the legal profession today and large law firms, in particular, focusing on how they are organized and regulated, their relationship with their clients and the condition of the lawyers who work in them.

The course starts with an overview of the history of large law firms in the United States and elsewhere and considers the types of services they provide, the reasons for their formation, the structure of traditional legal partnerships and the pressures to change to different structures.

The course introduces the finances of modern law firms and the metrics of law firm management and considers the importance of partner profitability in light of the structural and social consequences of the drive to increase partner profitability. Profits can be shared among partners of law firms in a number of ways. Different profit sharing mechanisms affect the culture and operations of the firm. What is law firm culture, what are values and how are these affected by relationships among the partners?

Law firms exist primarily in order to service the needs of their clients. What do clients require of corporate law firms and are the firms satisfactorily structured and organized to service these needs? How are general counsel managing their relationships with outside counsel and what effect is this having on the structure of law firms and on the culture within law firms.

The course will consider the mutual influence of professional responsibility norms and law firm business structure. Professional responsibility norms constrain the organization of law practice and the marketing of legal services. They limit the financial arrangements that lawyers and clients can undertake. They circumscribe the range of business forms in which legal services can be provided. They inhibit the bundling of legal and non-legal services. The focus of regulation at the state level limits practice across jurisdiction. We will consider the practical effect of these limits and their desirability.

At the same time, the organization of law firms and the legal services industry influences compliance with professional responsibility norms and the bar's broader aspirations of public service. We will consider claims that the increase in the competitiveness of the market for business law services has led to a weakening of lawyer efforts to induce clients to comply with legal and other public values. We will also ask what institutional circumstances are most conducive to generous and effective pro bono practice.

The object of the course is to introduce students to the realities of large corporate law firms, to raise questions as to how law firms can respond to the challenges of the modern business environment, and take advantage of opportunities, presented by globalization, deregulation, evolving technology, and competition from non-traditional sources and the necessity to accommodate diversity.

L6293 Antitrust and Trade Regulation (3 pts)
(see Administrative Law and Public Policy)

L6536 BANKRUPTCY LAW (3 pts)
(see Commercial Law and Advanced Contract Law)

L6232 Corporate Finance (3 pts)
J. Klick
This class will provide an overview of modern finance theory, including both neo-classical and behavioral perspectives. The class willl focus on how corporate attorneys can add value to financial transactions and serve as crucial agents in risk management activities. Students will learn how to perform financial valuations through the completion of ungraded problem sets throughout the semester.

L6233 Corporate Reorganization & Bankruptcy (3 pts)
H. Miller
In this course we shall examine (1) the legal and financial issues that result from operational distress as they relate to restructuring and rehabilitation of business debtors and the interests of economic stakeholders, including creditors and other parties in interest; (2) the options that may be available to a distressed business entity to restructure and reorganize its business in conformity with the provisions for corporate and business reorganization under the United States Bankruptcy Code; (3) the requirements for statutory reorganization under the Bankruptcy Code, including the absolute priority rule, involuntary imposition of a reorganization upon creditors and stockholders (cramdown), disclosure, financing, equitable subordination, asset sales, and substantive consolidation of holding and operating companies; (4) the effect of the Bankruptcy Code provisions upon prebankruptcy financing transactions; (5) the fiduciary and ethical standards applicable to restructurings and reorganization; (6) the impact of the extensive use of high-yield debt and distressed debt trading upon chapter 11 reorganization cases; (7) the role of debtors, professionals, creditors, officers, directors, and other parties in interest in the context of restructuring and reorganization situations pre- and during chapter 11 reorganization cases; and (8) the philosophy, principles, and policies underlying business reorganizations of distressed business entities.

L6231 Corporations (4 pts)
H. Goldschmid, Z. Goshen, C. Milhaput, K. Pistor
This is the basic course in corporation law. It emphasizes counseling and planning, business background, statutory developments, and social policy considerations. The course briefly considers incorporation of an enterprise, including factors relating to choosing a corporation as against other business forms (notably partnership). We then consider management and control of the corporation, action of directors and officers, and, generally, distribution of powers within the corporate structure. The role of shareholders is examined, with special emphasis on proxy regulation under the Securities Exchange Act of 1934.

The next area involves the special problems of the closed corporation. The fiduciary obligations of directors and controlling shareholders receive major attention. This portion of the course considers regulation of insider trading under Rule 10b-5 and Section 16(b) of the Securities Exchange Act. An examination of transfers of corporate control is followed by treatment of shareholder remedies. The course concludes, as time permits, with a survey of promoters' liability, liability for watered stock, and preemptive rights. Much discussion centers around important state statutes, notably the New York Business Corporation Act, the Delaware General Corporation Law, and the ABA Model Act (the basis for statutes in many states). Problems are used at various points in the course to focus classroom discussion.

L6107 Deals (4 pts)
(see Commercial Law and Advanced Contract Law)

L6205 Financial Statement Analysis & Interpretation (3 pts)
N. Bartczak
This course uses the information from real companies to analyze and interpret their financial statements. The design of the course assumes that participants have very little background with respect to the preparation, analysis and interpretation of financial statements. While the mechanics of how to prepare financial statements are covered, emphasis is placed on what the numbers mean and how they are used. In the first third of the course, participants will learn: (1) how financial statements are prepared; (2) the linkage between the income statement, balance sheet, and cash flow statement; and, (3) how these statements need to be examined as a whole to understand a company's performance. Ratio analysis is explained and guidance is given regarding as to what to look for when analyzing a company's operating, liquidity, and leverage ratios.

In light of the current environment of distrust of financial statements, promulgated by such capital market disasters as Enron and WorldCom, the remaining two thirds of the course examines the uses and misuses of financial statement data for a wide range of financing decisions. To avoid serious misdiagnoses of companies' prospects, analysts and users of financial statements must understand how to become financial detectives and get "behind the numbers" utilizing contemporary investigative analytic techniques. This seminar concentrates on how various financial reporting options affect income, assets, cash flow forecasts, financial ratios, and trends. Distinguishing between accounting rules and underlying economic realities is emphasized throughout. Approaches that analysts can take when external reports do not reflect a firm's underlying economics are described and applied. The course focuses on the pragmatic implications of corporate disclosures (and nondisclosures). Real company case analyses are used to enhance relevance and to promote participation in the learning process. Classroom discussion is designed to promote insight into resolving the issues presented by the case studies.

Real-world case analysis, e.g. the recent financial reporting misstatements are used to enhance relevance and to promote participation in the learning process. Classroom discussion is designed to promote insight into resolving the issues presented by the case studies.

L6545 Globalization in Comparative Perspective: Foreign Investment in Emerging Economies (3 pts)
(see International, Foreign and Comparative Law)

L6382 International Finance: Law, Money, and Banking in the Global Economy (2 pts)
(see International, Foreign, and Comparative Law)

L8032 International Financial Transactions (3 pts)
C. Forbes-Cockell
This course is an introduction to some of the international financial transactions most frequently encountered in contemporary practice. The course moves from simple to complex transactions using as building blocks: syndicated lending transactions, securities offerings, and derivatives transactions. It examines the way in which particular transactions that originate in a national market (typically London or New York) evolve over time and are changed to accommodate the complexities of dealing cross-border and in less developed economies. In doing so, we consider the regulatory and economic conditions of the markets in which these transactions first appear and the contents of typical transaction documents. The intent is to give students the opportunity to learn from exposure to commonly encountered transaction types and the regulatory environment in which these transactions are conducted.

We first consider the development of cross-border syndicated bank lending by examining the evolution of the euro-market for bank lending and the provisions of the model loan agreement developed by the UK's Loan Market Association. After students become familiar with basic lending and the more common patterns of bank regulation, we examine more complex lending transactions such as project financings.

The course then examines securities offerings by studying the evolution of the euro-markets for debt securities and considers how these markets are affected by relevant aspects of US securities regulation and securities regulation in the European Union. Sample documents for the offering and sale of debt securities are discussed along with disclosure rules, due diligence, clearing and settlement and the delivery of legal opinions in the context of these transactions. More complex securities offerings, including offerings of equity, will be illustrated by studying privatization of previously nationalized industries, particularly the privatization of the Electricity Supply Industry in England.

The course will introduce the concepts that underlie derivative transactions first by a review of a simple structured note product, and then by studying the economics underlying swap and option transactions and the standard forms developed by the International Swaps and Derivatives Association, Inc. We study the evolution of synthetic financial products by credit default swaps and securitization transactions, including cash and synthetic securitizations, and other credit-linked products.

In conclusion the course will study the structure of collective investments and other funds, what they are and what impact they are having on international markets and transactions, including an examination of cross border M&A in public and private markets.

Students will become familiar with some of the more important international financial transactions that they are likely to encounter in practice, and will acquire a basic knowledge of how to draft and negotiate the documents constituting these transactions. Students will also acquire a deeper understanding of the factors that drive globalization of international capital markets.

A package of course materials will be provided. Important concepts will be introduced to the class in lecture format, but most classes will also contain a case study or drafting exercise designed to illustrate the practical application of the topic under discussion. Class discussion of concepts and their practical application will be encouraged.

A small number of leading practitioners with specialist expertise will be invited to deliver guest lectures.

L6347 LAW AND ECONOMICS OF CAPITAL MARKETS (3 pts)
M. Fox, L. Glosten
This joint Law School/Business School course will study important regulatory issues associated with the operation of securities markets. The first portion will concern the economics of capital markets: their internal dynamics (market micro structure theory and evidence) and their roles in allocating risk and facilitating the efficient provision of goods and services in the larger economy. The second part of the course will apply the concepts developed in the first part to regulatory issues of contemporary relevance: 1) the definition of an exchange; 2) the concept of self-regulatory organizations; 3) quote transparency, trade transparency, quote consolidation and ???best execution??? requirements; 4) insider trading; 5) short sale restrictions and rules; 6) price manipulation. The final part of the course will look at broader regulatory questions relating to the future of capital markets, including "Who should regulate?" and "How should transnational transactions be regulated?"

L6423 SECURITIES AND CAPITAL MARKETS (3 or 4 pts)
J. Coffee, J. Fisch, S. Thel
This course starts with a study of mandatory affirmative disclosure requirements under the Securities Act of 1933 and the Securities Exchange Act of 1934. These requirements are triggered by the public offering of securities and by their trading in public markets. The sanctions, including civil damage liability, for violating these requirements are considered as well as available exemptions. The course then proceeds to study the securities law regulation of insider trading, false or misleading corporate statements, and the market for corporate control.

L9080 SEMINAR: BLACK LETTER LAW AND WHITE-COLLAR CRIME (3 pts)
(see Criminal Law)

L8231 SEMINAR: CAPITAL MARKETS: DEVELOPMENT, STRUCTURE AND POLICIES (2 pts)
Meyer Eisenberg
This course focuses on issues raised by such questions as: What is "The Market" and how does it really work? How is the market for securities trading structured in the United States? How did it get to where it is today? What is the effect of "globalization" on our markets and on non-U.S. markets? Where do we go from here in terms of structure and regulatory policy—and how should we get there?

As the title indicates, we will examine the development, structure, operation and regulation of the various components of the U.S. capital market and the legal and policy questions raised by the various constituencies participating in the market (e.g., broker-dealers; investment banks; institutional investors—including mutual funds, hedge funds, pension funds, banks and insurance companies; and private investors and issuers) and the regulatory regimes that have been imposed on them. We shall review the evolution, growth and current structure of the securities markets themselves: the NYSE, NASDAQ, the ECN's, the options and futures markets. For example, how did we get from the NYSE's "closed club" of privileged members with exclusive access to the trading floor, with fixed commission rates and specialists, floor traders and odd-lot brokers executing buy and sell orders on the exchange's floor, using an "open outcry" form of trading model, to the freer, electronic, more competitive, and more open markets we see today? We will review the SEC's progress in fashioning intermarket standards through the "NMS" and other rulemaking efforts on "soft dollars," directed brokerage and other market practices. What are the appropriate goals and policies for the future in light of the rapid advances in technology and international 24-hour trading?

The recent merger of the NYSE with an ECN (Archipelago) and the possible merger of the NY or the NASDAQ with the London Stock Exchange, or the emergence of an EU Frankfurt-London-Amsterdam consortium, exemplify the velocity of change in the markets as well as the benefits and possible consequences of the "globalization" of securities markets and financial service entities that is currently taking place. The consolidation of financial services firms both in the U.S. (e.g., Blackrock/Merrill Lynch, J.P. Morgan/Chase) and in foreign markets (e.g., Deutsche Bank and its U.S. affiliates) as well as the acquisition of U.S. public companies by non-U.S. companies (e.g., Daimler/Chrysler) all raise both regulatory, operational and economic issues worthy of consideration. Further, such matters as the recent Securities Act reporting, disclosure and offering reforms, the limits of "stabilization," the due diligence duties of underwriters (e.g., WorldCom) and the role of the antitrust laws, in the context of relevant securities regulations, affect markets in the U.S. and abroad. All of these matters deserve examination, and an understanding of these issues in the context of a global market is important to persons interested in the functioning of capital markets, coordination of securities regulatory standards, including disclosure, accounting and enforcement issues and efforts to resolve existing differences in process and substantive issues.

Selected financial service executives and government officials will discuss the role, operation and regulatory policies that affect their organizations and their view of the future for the financial services industry.

L9805 SEMINAR: COMPARATIVE & INTERNATIONAL ANTITRUST (2 pts)
(see Administrative Law and Public Policy)

L9519 SEMINAR: CONTEMPORARY CORPORATE LAW SCHOLARSHIP: READING GROUP (2 pts)
J. Gordon
We will read and discuss current articles and working papers on a series of topics: corporate governance, comparative corporate governance, and takeovers. Students will write 8 short reaction papers over the course of the semester and one longer paper that extends one of the reaction papers. With the instructor's permission, students may undertake substantial research papers for extra credit.

Since the papers selected are at the cutting edge of the discipline and will often be presented by the author, the seminar may be particularly interesting to students contemplating academic careers.

L9519 SEMINAR: THE CORPORATION AND MODERN SOCIETY (2 pts)
H. Goldschmid, P. Lochner
This seminar focuses, on an advanced level, on principal legal and economic questions facing major corporations today. Among the subjects considered are: (1) a re-evaluation of the consequences of the divorce of corporate control from ownership; (2) the status and practicability of "shareholder democracy"; (3) proper corporate goals; (4) the corporation and its constituencies (shareholders, labor, consumers, etc.); (5) the governance of the corporation and the duties and responsibilities of corporate directors, officers, and insiders; (6) the role of the corporate lawyer; (7) the role - and recent activism - of institutional investors; and (8) the respective roles of state corporation law and federal securities law. In addition, we will consider selected, important issues involving federal securities regulation. It is expected that the seminar will be joined by a number of guests with expertise in particular areas.

L9007 SEMINAR: CURRENT ISSUES IN CORPORATE GOVERNANCE (2 pts)
J. Fried, J. Gordon
"Corporate governance" has long been an important topic. Now it seems an urgent one. The seminar tries to assess the reasons for that urgency as it focuses on key current developments. Among the topics to be considered: the changing ownership structure of the US public firm; executive compensation; the arguments pro and con for "shareholder empowerment"; the rise of hedge funds; the changing functions of corporate boards; and the competition between US and other jurisdictions as the exemplar for corporate governance practice. The readings will be drawn from regulatory materials, cases, law review articles and empirical literature in other disciplines. Students will be asked to write a series of short papers in the course of the seminar and a medium paper expanding on a short paper at the end.

L8183 Seminar: Deals Litigation (2 pts)
(see Commercial Law and Advanced Contract Law)

L9253 Seminar: Deals Workshop: The Art of the Deal (2 pts)
M. Greenberg-Kobrin, A. Kaufman, J. McHugh, S. Semer
The Workshop explores the lawyer's role in structuring and implementing business transactions to create value, manage business risk, and promote client interests in a complex legal and regulatory environment. Building on principles explored in the Deals course, workshop participants are asked to engage in negotiation and drafting exercises that put the theory to the test. We draw on modern negotiation theory to explore the tension between value creation and value division and to examine different methods of negotiation and persuasion. The objective is to improve our ability to identify and effectively address recurring problems in deal structuring and negotiations. Significant attention is paid to all aspects of the writing process, including drafting term sheets,working with forms, writing e-mails and formal and informal memoranda for clients, and drafting contract language, as well as structuring and negotiating business transactions. Students will be required to turn in short written assignments in advance of class. Experienced corporate lawyers will participate in some of the classes to add additional perspectives to the course.

Further description available at www.law.columbia.edu/deals.

L9253 SEMINAR: DEALS WORKSHOP: MERGERS AND ACQUISITIONS (2 pts)
I. Kirman, T. Norwitz
The class moves at a fast pace and class participation accounts for approximately one-third of the grade, so fluent English is highly recommended. If you don't come to the first class and do the first assignment you may be dropped from the class or waitlist.

The Workshop aims to fill the gap between academic theory and law firm transactional practice by introducing students to basic deal-making techniques - analyzing, drafting and negotiating transactional documents. The Workshop will focus on transactions in the field of mergers and acquisitions, which will include a variety of public company and private deals, and will be taught by two partners from the firm of Wachtell, Lipton, Rosen & Katz.

A portion of the classes will be devoted to understanding the theoretical underpinnings of contracting and deal-making generally, but the primary focus of the Workshop will be to give practical exposure to students who are interested in mergers and acquisitions transactional work. Where possible, we will use real deal documents from prior transactions. Students will have an opportunity to participate in strategy sessions, drafting exercises and negotiations, and will also be required to turn in short written assignments from time to time.

L9253 SEMINAR: DEALS WORKSHOP: TRANSACTIONAL LEGAL STRATEGIES (2 pts)
I. Nissan
The Workshop explores the lawyer's role in structuring and implementing business deals to create value, manage business risks, and promote client interests in a complex legal and regulatory environment. The course utilizes many case studies from hypothetical and actual private equity deals. Participants are asked to engage in negotiation and drafting exercises. We draw on modern negotiation theory to explore the tension between value creation and value division and to examine different methods of negotiation and persuasion. The objective is to improve our ability to identify and effectively address recurring problems in deal structuring and negotiations. Significant attention is paid to all aspects of the writing process, including drafting term sheets, writing e-mails and formal and informal memoranda for clients, and drafting contract language. Students will be required to turn in short written assignments from time to time.

L9064 SEMINAR: DERIVATIVES LAW AND REGULATION (2 pts)
R. Miller, S. Selig
Derivatives (e.g., futures, forwards, options and swaps) are essential to the means and mechanisms of modern global finance. They are employed by financial institutions, major corporations, institutional investors and high net-worth individuals both to manage risk relating to their business and investments and to seek to generate profits. This seminar will introduce students to the different types of derivatives markets and U.S. regulation of these markets. Specifically it will explore the different market structures for derivatives that are permissible under U.S. law: formal, organized exchanges; derivatives transaction facilities; electronic trading facilities and over-the-counter markets; the types of instruments that may be traded on each; the types of traders who can use each; and the different levels of regulatory supervision applicable to each. The course will also consider the legal elements and negotiable variables of OTC derivatives, including the common ISDA master agreement and schedule. We will also consider the role played by intermediaries and liquidity providers (such as brokers and hedge funds). Lastly, we will consider the policy and systemic implications of derivatives and their users.

L8343 SEMINAR: INTERNATIONAL BUSINESS AND INVESTMENT TRANSACTIONS WITH CHINA (2 pts)
(see International, Foreign and Comparative Law)

L9126 SEMINAR: LAW AND ECONOMICS OF CORPORATE AND SECURITIES MARKETS (3 pts)
Goshen
This seminar discusses economic and legal policy aspects of various issues in corporate and securities law. Topics include the interplay between the different agency problems in the corporate setting (shareholders-managers; majority-minority; shareholders-bondholders), conflict of interests and strategic voting among shareholders, bondholders rights, takeovers, insider dealing, and fraud and manipulation in securities market. The seminar is designed for students with interest in financial or economic approaches to corporate and securities law. However, no formal knowledge of these areas is required.

L9577 SEMINAR: LAW, GOVERNANCE AND CAPITALISM (3 pts)
R. Gilson, C. Milhaupt
This seminar will explore, through in-depth analysis of the latest theoretical and empirical scholarship, a series of important issues in the relationship between legal rules and the governance problems of market-oriented economies. After a theoretical introduction to the link between legal systems and economic growth, the seminar will examine the distinct corporate governance problems faced in the major ownership structures around the world: the dispersed shareholder model (U.S. and U.K.), the controlling shareholder model (much of Asia, Europe and Latin America) and the state ownership model (found most prominently in China).

The seminar will be the first in-depth offering at the Law School on the corporate governance problems of state owned enterprises (SOEs). Despite the declining influence of the state in economic activity around the world, SOEs and their affiliates are central actors in important transition economies such as China, India and Brazil. Yet the special governance problems of SOEs have been largely neglected in the corporate governance literature. Our seminar will be a vehicle for exploring the issues raised by the rise of state-affiliated economic actors in today???s global economy.

L9132 SEMINAR: NON-PROFIT INSTITUTIONS (2 pts)
H. Goldschmid, P. Swords
This seminar broadly examines the function and rationale for nonprofit institutions in American society. What do they do and why is it done by them rather than private commercial enterprises or government entities? In this connection, a brief examination is made of the size and significance of this "third sector" and of the characteristics of the various types of nonprofit organizations (i.e. social groups, hospitals, arts organizations, educational institutions and foundations). Considerable attention is given to the taxation of nonprofit organizations, including a consideration of the rationale for charitable exemptions, the unrelated business income tax and the impact of the 1969, 1986 and 1993 Tax Reform Acts. In addition, consideration is given to the use of the corporate form by nonprofit organizations: the advantages that accrue from such use, and alternative methods of organizing in a nonprofit manner. Comparisons are made with commercial enterprises.

The seminar deals with the lawyer's role in forming, chartering, obtaining a tax exemption for, and providing counseling to nonprofit organizations. Some time is spent discussing proper goals of nonprofit institutions and the role and responsibilities of their directors and officers. An examination is made of the ways nonprofit organizations are misused and of the various methods used by the government to regulate them. Policy issues that concern nonprofit institutions in general are covered, including restrictions on their spheres of activity, tax and antitrust policies, new forms of private and public finance, and the rights of various parties to bring suit.

L8180 SEMINAR: PRIVATE INVESTMENT FUNDS (2 pts)
M. Nissan
This seminar will study private investment funds, with a particular focus on venture capital and buyout funds. It will also cover other forms of private equity funds, as well as hedge funds. Students will examine the economic and legal relationships between a fund's sponsor (i.e., the general partner) and a fund's investors (i.e., the limited partners), as well as the economic and legal relationships among a fund's managers, inter se. Areas of focus will include whether present-day funds, from an economic and legal perspective, are, in fact, structured in a manner that results in "alignment of interests" rather than "conflicts of interest" between fund sponsors and managers, on the one hand, and fund investors, on the other hand.

Other issues to be examined in the course include (I) the regulatory framework within which private investment funds operate, including certain aspects of the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Company Act of 1940, the Investment Advisers Act of 1940 and ERISA that relate to the offering and management of private investment funds, and (II) a discussion of certain tax considerations involved in structuring private funds, such as capital gain "carried interest" incentive arrangements.

A multidisciplinary approach will be used combining economic, tax, legal, and financial analysis of the subject matter. Guest speakers will include representatives of a leading private equity firm. Students will participate in a case study of such firm and a negotiation exercise involving the terms of a fund to be sponsored by such firm. Ideally student enrolled in this seminar will have some background in finance, accounting, economics, taxation, and securities law. Although by no means essential, students may find some prior exposure to partnership taxation helpful.

L9733 SEMINAR: SELECT ISSUES IN NONPROFIT GOVERNANCE  (2 pts)
M. Leslie
This two-credit course will focus on the governance mechanisms affecting nonprofit corporations. After an initial xploration of the theory and structure of the nonprofit corporation, we will study how state fiduciary duty law and the federal tax code police the conduct of nonprofit executives. With a critical eye, we will compare the accountability mechanisms of nonprofit law to those governing publicly-traded corporations, trusts, and foundations, and determine whether current trends in nonprofit governance law are well founded or misguided. We will study other governance issues as well, including limits on the conduct of educational and religious institutions, limits on lobbying and campaign activities, and the unrelated business income tax.

The following are not offered in 2007-2008 but are part of the regular course offerings at Columbia Law School.

L6212 INTERNATIONAL BUSINESS TRANSACTIONS (3 pts)
(see International, Foreign and Comparative Law)

L6424 INTERNATIONAL SECURITIES LAW (2 pts)
The course concerns the regulation of transnational securities transactions. Issues considered will include the public offering of securities to investors outside an issuer's home country, the periodic disclosure required of an issuer whose shares are held by investors outside its home country, the reach abroad of nationally based anti-fraud regimes, tender offers across state lines, and broker-dealer activities involving transnational transactions. The primary substantive law focus will be on how the U.S. regime deals with these issues, but the course will develop a theoretical framework that will help analyze transnational transaction regulation by the legal systems of other countries and international bodies as well.