The LL.M. degree requires 30 credit hours. The 18 hours of
required courses, six of which are devoted to the preparation of a
scholarly thesis, are listed immediately below. For the
remaining 12 hours of elective credits, students can select from a
wide array of specialized LL.M.-level bankruptcy courses. The
elective course descriptions follow the listing of required courses
below. Although nearly all LL.M. students limit their
coursework to bankruptcy LL.M. courses, additional electives are
available from both the regular J.D. curriculum and the M.B.A.
curriculum of St. John’s Peter J. Tobin College of Business.
A listing of both J.D. and M.B.A. courses that may be appropriate
for LL.M. students follows the listing of LL.M. courses.
Required
Courses
Advanced Bankruptcy Research Seminar Parts
I and II (three credits each)
This seminar will be devoted entirely to the preparation by the
student of a Masters thesis. The professor will be able to
work closely with each student in selecting the topic, performing
the research, and writing the thesis.
Bankruptcy Ethics, Fraud and Malpractice (two credits)
This course deals with three related and troublesome issues in
bankruptcy practice. The course will cover the specific and
somewhat conflicting provisions of the Bankruptcy Code dealing with
professional retention and ethics, as well as conflicts arising in
representation of debtors-in-possession, and professional
responsibility in the context of major bankruptcy cases.
Bankruptcy fraud situations and malpractice issues will be analyzed
from a criminal and civil perspective.
Bankruptcy Jurisdiction (one credit)
This course will examine the jurisdiction of the bankruptcy
courts. Among the issues considered will be the authority of
the bankruptcy courts to conduct jury trials; conflict of laws
issues between state and bankruptcy courts; what issues are “core”
matters; appellate jurisdiction; and the constitutionality of the
bankruptcy court system.
Bankruptcy Procedure (two
credits)
This course will include simulation and exercises in practice under
the Federal Rules of Bankruptcy Procedure. The students will
also draft pleadings, discovery requests, orders and judgments in
bankruptcy.
Bankruptcy Taxation (two
credits)
This course will examine the tax aspects of bankruptcy
practice. Taxation is a major aspect of many bankruptcy cases
and an emerging sub-specialty in the bankruptcy field. The
course will consider such areas as the post-confirmation carry
forward of losses, and tax planning for entities in financial
difficulty.
Consumer Bankruptcy (two
credits)
This course will examine Chapter 7 and 13 of the Bankruptcy Code,
including the principles of the fresh start and equality of
distribution; the roles of the case trustee and United States
Trustee; good faith and substantial abuse; the automatic stay;
property of the estate; discharge, challenges to discharge and
dischargeability; rights to convert and dismiss; bankruptcy
petition preparers; and recent research concerning trends and
developments in consumer bankruptcy filings.
Reorganization Under Chapter 11 (two
credits)
The course will examine the reorganization of financially
distressed enterprises under Chapter 11 of the Bankruptcy Code and
the theoretical and economic underpinnings of reorganization.
The course will consider all aspects of Chapter 11 from filing to
confirmation of a plan of reorganization, conversion or
dismissal. The following topics will be covered: good faith;
venue; retention and compensation of professionals; the extent of
the court’s equitable powers; use, sale and lease of the debtor’s
property; successor liability; post-petition financing.
Elective
Courses
Bankruptcy Accounting (two
credits)
This course will provide a working knowledge of accounting practice
and procedures related to bankruptcy. This is not a general
accounting course, but is specifically related to the accounting
principles and financial documents required in a bankruptcy case
including monthly operating statements, and disclosure statements,
as well as pro-forma financial statements prepared as part of a
proposed bankruptcy plan. LL.M. students without a
substantial accounting background (e.g., CPA or equivalent) are
strongly urged to take this fundamental course to comprehend,
interpret and analyze financial data in order to determine whether
an entity is financially viable and whether it can be reorganized
under Chapter 11 of the Bankruptcy Code.
Bankruptcy Practice – Litigation (one
credit)
This course focuses on the types of research, writing and oral
skills that are common to most bankruptcy practices. The
course will be structured around a problem that raises a difficult
bankruptcy issue. Students will research and draft a legal
memorandum analyzing the law, prepare a motion and brief, and argue
the motion orally. The course is intended to be an
advanced and intensive research and writing course and students
will be expected to produce at least two drafts of each written
exercise. The course will be graded on a letter grade basis,
with evaluation based primarily on the quality of the
exercises. J.D. prerequisite: Creditors’ Rights.
Bankruptcy Practice – Opinion Drafting
(one credit)
This course focuses on the types of transactional research and
writing skills that are common to most bankruptcy practices.
The course will be structured around a common opinion issue in
bankruptcy practice. Students will conduct legal research on
the issue and draft a legal opinion of the type common to
bankruptcy practice (e.g., a non-consolidation or true sale
opinion). Additional exercises may be required.
The course is intended to be an advanced and intensive research and
writing course and students will be expected to produce at least
two drafts of each written exercise. The course will be
graded on a letter grade basis, with evaluation based primarily on
the quality of the exercises. J.D. prerequisite: Creditors’
Rights.
Bankruptcy Sales (one credit)
This course examines the bankruptcy sale process. The course
will cover the basic rules governing bankruptcy sales and will
explore the motivations of the parties and creative uses of the
sale process. Evaluation will be based on an examination, but
class participation or a paper may be factored into the final
grade. Pre-requisite for J.D. students: Creditors’
Rights.
Bankruptcy Theory (one credit)
This course examines the theoretical underpinnings and goals of
bankruptcy law. It will analyze the conflict between the goal of
providing the debtor with a “fresh start” and the goal of
maximizing return to creditors, and whether the resolution should
vary with the type of case, e.g. a corporate reorganization
involving employees and products as distinguished from a single
asset real estate case. These and other questions will be
examined from the perspective of the attorney, the judge, and the
client in the context of specific bankruptcy issues.
Comparative Bankruptcy Systems (two credits)
This course examines the insolvency systems used by key European,
Latin American, Middle Eastern, and Far Eastern countries to
address individual and business bankruptcies; and determines their
comparative strengths and weaknesses and the theories that underlie
each. Attention will be given to major multi-national cases,
which have required the blending of different bankruptcy
concepts.
Complex Bankruptcy Litigation Seminar (two
credits)
This course will examine litigated aspects of fraudulent
conveyances, equitable subordination, substantive consolidation,
preference proceedings and contested proceedings for confirmation
of chapter 11 reorganization plans, and civil RICO, lender, and
CERCLA liability. The course will also address ethical issues such
as conflicts of interest.
Development of Modern Bankruptcy: The
Innovators (one Credit)
This course approaches recent bankruptcy history from the
perspective of a major participant in the development of some
aspect of bankruptcy law or practice. Students will research
the issues and cases in which the subject played an important
part. From that material, the class will prepare an interview
script including questions for the subject and will participate in
a videotaped interview of the selected person.
Evaluation will be based on an examination that will require a full
understanding of the interviewee’s problems and objectives and the
court decisions and legislative enactments that resulted from the
interviewee’s efforts. Class participation and written work
may be factored into the final grade. Pre-requisite for J.D.
students – Creditors’ Rights.
Domestic Relations in Bankruptcy (two credits)
This course will examine issues such as the enforceability and
dischargeability of ante-nuptial, divorce, and separation
agreements; maintenance and support obligations and other
pre-bankruptcy consensual arrangements including the rights and
obligations of spouses of persons in bankruptcy. Evaluation
will be based on class participation as well as a final project
assigned by the professor.
Drafting Bankruptcy and Commercial
Agreements and Documents (two credits)
This is a practice-oriented course intended for students interested
in transactional work. Students will learn how to draft
documents such as agreements pertaining to cash collateral, loans,
asset purchases, disclosure statements, reorganization plans and
post-petition loans. The students will be required to submit
various drafting exercises throughout the semester.
Executory Contracts in Business
Bankruptcy Cases (1 Credit)
This course examines the treatment of executory contracts in
bankruptcy. The course will cover the basic rules governing
assumption, rejection and assumption and assignment, and the course
will explore the motivations of the parties. Evaluation will be
based on an examination, but class participation may be factored
into the final grade. Pre-requisite for J.D. students – Creditors’
Rights.
International Bankruptcy (2
Credits)
This course covers all aspects of international
bankruptcy. The comparative insolvency law component of the
course will cover the major bankruptcy systems used around the
world. Then students will study how those systems interact in
the component devoted to managing cross-border cases. Finally
the course will review the European Union regulation on
cross-border insolvency and the use of the U.S. Chapter 11
procedure by foreign companies. The course will be taught by
a variety of guest lecturers from around the world who are leading
experts on these topics. The lectures will be offered in real-time
interactive audio/video format. In addition, a St. John’s
professor will be on-site to supervise each session and answer
questions students may have. Evaluation will be based on an
examination. Class participation may be factored into the
final grade. Pre-requisite for J.D. students – Creditors’
Rights (Reorganization Under Chapter 11 is a recommended pre- or
co-requisite).
Law & International Development –
Bankruptcy & Security (one credit)
The use of secured transactions and bankruptcy laws to facilitate
private transactions and transparent and efficient treatment of
distressed or failed companies has long been understood as a
cornerstone of domestic financial laws. The use of these
types of laws in the global private (as opposed to public) context
is less understood. This course will focus on the use of law
and law reform to facilitate development; specifically,
international and bi-lateral initiatives to measure the quality of
laws and to provide assistance to countries in developing sound
legal systems. The course will look at issues relating to
access to credit for entrepreneurs, the relationship between legal
system typologies and the availability of finance, the role of
bankruptcy and insolvency laws in financial crises. The
course will also examine the use, efficacy and political economy of
normative legal instruments and diagnostics created by the UN,
World Bank, USAID and other international and bi-lateral
agencies. J.D. prerequisite: At least one of the following:
Creditors’ Rights, Secured Transactions, International Law or
International Business Transactions.
Mass Tort Bankruptcy (one credit)
This course will examine the complex nature of bankruptcies
involving massive numbers of lawsuits arising primarily from
product liability. Students will be exposed to the considerations
needed for the protection of the various parties in interest, i.e.,
plaintiffs, the extent of whose injuries are known or not yet fully
determined; potential plaintiffs who have not yet suffered injury;
and the stockholders and creditors of the debtor. The sufficiency
of funds established to meet obligations and channeling injunctions
will be considered.
Multi-National Case Management (two
credits)
Comparative Bankruptcy Systems should be taken together with or
prior to this course, which is designed primarily for students
intending to practice in the area of international insolvency law.
Taught as a problem method course, students will be required to
work through particular international problems relating to a
multi-national bankruptcy case; analyze the problems in light of
conflicting laws and draft papers designed to resolve or avoid the
problems involved. Topics include resolving questions of comity and
conflicts of law, restrictions on practice, extraterritoriality of
the Bankruptcy Code, ancillary proceedings under the Bankruptcy
Code §304, multi-national enterprises in bankruptcy, foreign assets
and the automatic stay, and upstream guarantees.
Multi-National Mega Case Bankruptcy
(one credit)
Virtually all of the large corporate bankruptcy cases involve
enterprises that have substantial activities in both the U.S. and
other nations. This course will explore the issues that are raised
by such cross-border insolvency cases and some of the solutions to
those issues. The course will cover court-to-court co-ordination of
insolvency proceedings and the UNCITRAL Model Law on Cross-Border
Insolvency along with the EU Insolvency Regulation and Chapter 15
of the Bankruptcy Code. The course will also compare the insolvency
laws of several jurisdictions, with a focus on the important
features that should be part of any modern insolvency statute.
Evaluation will be based on an examination and class participation
may be factored into the final grade. Pre-requisite for J.D.
students – Creditors’ Rights (Reorganization Under Chapter 11 is a
recommended pre- or co-requisite).
Negotiation in Bankruptcy (one
credit)
The Bankruptcy Code is designed to encourage debtors and creditors
to reach accommodations. In Chapter 11, a negotiated,
consensual plan of reorganization is considered desirable.
This course will focus on negotiation problems and techniques,
involving simulated negotiation problems, to increase students'
awareness of negotiation issues and to enhance their ability to
negotiate the successful resolution of bankruptcy issues and
cases.
New Developments in Business Bankruptcy
(one credit)
This course explores recent important developments in the area of
Business Bankruptcy that may not be addressed fully in other
courses. The instructor will moderate seven two-hour sessions
that will bring to St. John’s the foremost experts on the subjects
covered. The topics covered by the guest lecturers will vary
from year to year. Students will be assigned readings
for each class, which will generally include a paper prepared by
the lecturer and assigned cases. Evaluation will be based on
an examination, but active class participation is required and
participation in class exercises may be factored into the final
grade. Pre-requisite for JD students – Creditor’s
Rights.
Partnership, LLC & Alternative Entity Bankruptcy (one
credit)
This course considers bankruptcy issues uniquely confronting
general- and limited liability partnerships and LLC’s, with an
emphasis on partnerships. Issues include: case commencement; scope
of property of the estate; scope of the automatic stay; treatment
of partnership agreements under Section 365; rights and claims
between (and among) a partnership and its constituent partners
(including a study of Section 723); discharge of individual
partners' debts, and specialized plan confirmation issues. Various
proposals for legislative reform, such as those of the National
Bankruptcy Review Commission will considered. Tax issues will be
touched upon, but not considered in depth.
Pension Benefits in Bankruptcy (one credit)
This course will examine the effect of the bankruptcy of an
employer on the pension benefits, both ERISA and non-ERISA, of
employees. It will also examine the effect of bankruptcy on
life insurance and health benefits. It will discuss when and
if ERISA benefits become part of the estate of an employee who
files in bankruptcy. Attention will be given to issues
arising in representing the employer or individual employee when
one or the other files in bankruptcy and the limits on the reach of
creditors with respect to benefits otherwise available to the
employee and the employee's family.
Real Estate Workouts and Bankruptcy (two
credits)
This course will examine the consequences of real estate defaults,
emphasizing major current problems faced by real estate mortgagees,
landlords, tenants and partners in default situations and
mitigating drafting techniques that may be employed in the
documentation stage. Among the areas covered will be:
negotiating and drafting a workout agreement; lender liability;
cramdown of bankruptcy plans; and the effect of bankruptcy of a
real estate partner.
Representing Trustees in Bankruptcy (one
credit)
This course examines current issues that arise in the
representation of trustees in the bankruptcy process. Among
other issues, the course will examine the powers and duties of a
trustee, the process of appointment and compensation of a trustee,
the role a trustee plays in different contexts, and the
relationship between a trustee and the Office of the United States
Trustee. The differing powers, duties, & roles of a
trustee in Chapter 7, 11, 12 & 13 cases will be explored.
Secured Transactions in Bankruptcy (two
credits)
This course examines the effect of Article 9 personal property
security interests on the rights of creditors in bankruptcy
cases. Particular emphasis is placed on the interplay between
the provisions of UCC Article 9 and the Bankruptcy Code. The
course explores the array of secured creditor issues that can arise
in both consumer and business cases.
Securitization, Structured Finance and
Capital Markets (two credits)
This course will examine the legal structure of securitization, a
trillion-dollar industry. Securitization is the process by
which a company sells its receivables (debts owed to it) to a
special purpose entity (SPE) created specifically for that
purpose. This form of financing can realize lower interest
rates to the company selling the receivables than if the company
borrowed against its receivables and kept title. The most
common securitization is GNMA certificates, representing
collections of promissory notes secured by home mortgages. In
recent years, car loans, consumer receivables and bank loan
portfolios have been securitized in this manner. Indeed, even
entertainers such as David Bowie have securitized their music
royalties. The course will touch on various legal issues
raised by this industry, including secured transactions,
bankruptcy, corporate finance, securities regulation, corporate
governance, and the role that legal opinions play throughout the
deal process.
Selected Topics in Bankruptcy (one credit)
This course will be offered in the LL.M. Bankruptcy program
periodically to explore a topic of major significance to the
insolvency community that is not covered or covered sufficiently in
some other course. It will be a thorough, in depth, review of
the issue and the problems arising therefrom. It will be
taught by an expert or experts in the area involved. Students
may enroll for multiple “Selected Topics” course offerings but may
not take the same offering for credit more than once.
Small Business Bankruptcy (one
credit)
This course will address and discuss the problems encountered by,
and the possible solutions for small business entities
(corporations, partnerships, and LLC’s) in financial
distress. In addition to facing all the same inherent
problems that large businesses have in reorganizing and
restructuring, small businesses face added burdens with regard to
the inherent costs of successful reorganization and access to
quality financial and legal advice. Likewise, small business
creditors often look at huge write-offs that might be mitigated by
a successful reorganization process. The goal is for the students
to obtain a thorough understanding of the many issues involved in
small business and agricultural bankruptcies.
Supreme Court Amicus Brief Part I (2
credits over 2 semesters)
Under the supervision of the professor, the class will research,
draft and file an amicus brief in a pending U.S. Supreme Court
bankruptcy appeal (or Court of Appeals case if there is no
appropriate Supreme Court appeal). Students will also study
brief writing and the amicus concept. Written assignments
will include at least one research memo and a section of the amicus
brief. Grading will be based on the quality of the student’s
research and written work, and on the student’s contribution to the
amicus brief project. Although there is a classroom component
to the course, the majority of the work will be concentrated in the
period when the brief is written. Since the brief deadline
could be in either semester, students must commit to both semesters
of the course. Enrollment is limited and open only to LL.M.
students.
Designated J.D. Level Elective
Courses
Students may elect, subject to approval, a limited number of the
following group of designated existing courses offered at St.
John’s provided they have not taken similar courses in seeking
their J.D. degree and meet any necessary prerequisites for the
courses. Students may take other J.D. courses with permission where
the course is necessary in connection with the student’s thesis or
contemplated area of expertise.
Advanced Real Estate Transactions (two
credits)
This course is designed to acquaint the student with current real
estate concepts and trends. It studies institutional lending
practices, sale and leaseback financing, real estate investment
trusts, syndication, air rights projects, and cooperatives and
condominiums. The income tax ramifications of various legal
arrangements are studied in conjunction with an analysis of the
legal framework of the transaction.
Alternative Dispute Resolution (two credits)
This course is designed to give both the theoretical and practical
approaches to the various forms of the dispute resolution process
including mediation, conciliation, fact-finding, court-annexed
arbitration and hybrid combinations of these processes. The course
is concerned with the factors underlying these methods of dispute
resolution and the ethical issues arising in the ADR context.
Simulated ADR situations will be videotaped and critiqued. Grades
will be based on a written paper.
Business Planning (three
credits)
This course is designed to coordinate several areas of
business-related law and to sensitize students to the constant
practical interplay of these areas. Students will be assisted in
verbalizing and drafting responses to the problems encountered.
Significant emphasis is placed on out-of-class drafting of legal
documents.
Consumer Protection (three
credits)
This course explores the laws governing a variety of oppressive
sales practices, including unfair and deceptive advertising, bait
and switch transactions, and referral sales. The course also
examines the law governing credit cards and other consumer credit
transactions, including credit reporting, credit discrimination,
abusive collection practices, and usury, and covers relevant
federal and state statutes.
Corporate Finance (three
credits)
The course consists of a detailed study of legal, business,
economic, corporate and accounting aspects of corporate valuation
and of capital structure, issuance and reacquisition of various
types of securities (including new financial instruments and
financing techniques), dividend policy, interplay with financial
markets, and the use and legal regulation of commodity and
financial futures, options and markets. It will also deal with
financing in connection with corporate mergers and acquisitions and
related issues in contemporary corporate finance.
Federal Corporate Income Taxation (two
credits)
This course applies the principles of federal income taxation to
problems arising from the use of the corporate form. The tax
consequences to the corporation and to the shareholders are
considered. Major topics covered in the course include what
entities are considered corporations for tax purposes, tax-free
incorporation, the treatment of dividends and Section 306 stock,
redemptions, partial and complete liquidations, and mergers,
divisions and other corporate reorganizations.
Federal Securities Regulation (three
credits)
The course focuses on the Securities Act of 1933 and the Securities
Exchange Act of 1934. Particular emphasis will be placed on the
public distribution process, registration, proxy regulation,
regulation of tender offers and corporate repurchases, short-swing
trading by corporate insiders and the anti-fraud provisions
(including Rule 10b-5 and civil liability). The course will also
examine the professional responsibilities of securities lawyers and
other professionals andwill touch upon regulation of securities
exchanges and the over-the-counter market and regulation of brokers
and dealers.
Secured Transactions (two credits)
In this course, the history, structure and operation of Article 9
of the Uniform Commercial Code (secured transactions) are studied
in detail. The course material is supplemented by problems designed
principally to familiarize the student with the terminology and
basic concepts of Article 9.
Designated M.B.A. Elective
Courses:
Students may elect, subject to approval, a maximum of six credit
hours of graduate level courses offered by the Peter J. Tobin
College of Business. (Students in the joint J.D./LL.M. degree
program are permitted to apply such M.B.A. course credits to the
LL.M. degree even if the M.B.A. credits are received prior to
completion of the J.D. degree.) The following designated
courses generally would be allowed as LL.M. electives.
Students may take other M.B.A. courses with permission where the
course is necessary in connection with the student’s thesis or
contemplated area of expertise.
ECO 600 Managerial Economics and
Forecasting
Prerequisite: ECO 506. This course focuses on applied
microeconomics. It addresses practical business problems, including
analysis of industries within national and international contexts.
The course also analyzes the problem of forecasting as an integral
part of decision-making. Credit: 3 semester hours.
FIN 634 Investment Analysis
Prerequisites: FIN 633. This course covers the microstructure of
the securities markets, trading mechanisms, investment processes,
investment objectives, risk analysis and security valuation. The
course examines the applicability of fundamental analysis,
efficient market theory and technical analysis. Hedging and
alternative investments are also covered. Credit: 3 semester
hours.
FIN 635 Capital and Money
Markets
Prerequisite: FIN 507. The course focuses on structure, operation,
instruments and players of the capital markets in the United
States, Japan, Europe and emerging markets. The course also
discusses impact of government policy on interest rates, exchange
rates, market practices, development of securities design,
financial risk management and international monetary policies.
Credit: 3 semester hours.
FIN 655 Financial Risk
Management
Prerequisite: FIN 633. Topics include risk identification, risk
measurement, risk monitoring and risk management/control. The
primary objective is to expose students to primary areas of risk
management and enable them to understand risk reports and data and
their implications to the institution. (Overlaps with Rmi. 614,
students may take only one.) Credit: 3 semester hours.
MGT 640 Entrepreneurship
Students learn how to plan and implement a new venture.
Entrepreneurial processes are examined in the context of organizing
a planning team, isolating key planning premises and establishing
objectives, strategies and policies to achieve planning and
operational success. Planning and control are examined and
practiced from the perspective of entrepreneurs who develop ideas
for new ventures, then marshal and manage the resources to bring
their ideas to reality. The course uses case studies, application
projects and oral and written reports. Credit: 3 semester
hours.
RMI 614 Risk Funding Tools
Derivatives, swaps, hybrid securities, indexed debt, contingent
financing and insurance. Results in students able to hedge pure and
financial risk singularly and jointly. (Overlaps with Fin. 655,
students may take only one.) Credit: 3 semester hours.