RESEARCH INTERESTS
Current issues in the regulation of broker-dealers, securities
markets and money managers; the history of investment companies,
investment advisers and securities markets; loss allocation rules
in payment systems; the role of interest groups in the creation of
uniform laws; the dematerialization and indirect holding of
securities;.
TEACHING INTERESTS
Commercial law, business organizations, securities regulation,
corporate finance, contracts and legal research & writing.
LEGAL EMPLOYMENT (Academic)
ST. JOHN'S UNIVERSITY SCHOOL OF LAW
8000 Utopia Parkway
Jamaica, New York 11439
Professor of Legal Writing 2006 – present
Teach legal research & writing and Regulation
of Investment Companies and Advisers.
Assistant Legal Writing Professor: 1997 - 2006
Taught legal research & writing and Introduction
to Law and the Legal Process.
Senior Staff, Legal Research & Writing: 1993 - 1997
Taught legal research & writing.
NEW YORK LAW SCHOOL 2004, 2006, 2009, 2010,
2011
57 Worth Street
New York, New York 10013
Adjunct Professor of Law
Taught a three credit course entitled
Sales and Payment Systems
Adjunct Professor of Law 2012
Taught a two credit course entitled
Federal Regulation of Mutual Funds
HOFSTRA UNIVERSITY SCHOOL OF LAW 2002 &
2003
121 Hofstra University
Hempstead, New York 11549
Adjunct Special Professor of Law:
Developed and taught a two credit course entitled
Regulation of Securities Markets and Broker-Dealers.
BENJAMIN N. CARDOZO SCHOOL OF LAW Summer
1988
55 Fifth Avenue
New York, New York 10003
Adjunct Associate Professor of Law:
Taught 6 hours of a securities regulation course.
FORDHAM UNIVERSITY SCHOOL OF LAW Academic year,
1987 - 1988
140 West 62nd Street
New York, New York 10023
Adjunct Associate Professor of Law:
Taught legal writing and ran moot court program
for a section of approximately 20 students.
LEGAL PUBLICATIONS
Works in Progress
From Self-Regulation to Private Regulation: Arbitrations
Involving Members of the New York Stock Exchange from 1820 –
1941.
The Future of Investment Adviser Regulation: Australia, the
United Kingdom and the United States
Good Enough Execution: The Early History of the Doctrine of Best
Execution
Law Review Articles
Unauthorized Payment Transactions and Who Should Bear the
Losses, 53 Chicago-Kent Law Review 605 (2008).
A Broker’s Duty of Best Execution in the Nineteenth and Early
Twentieth Centuries, 26 Pace Law Review 155 (2005).
When Deference Becomes Abdication: Immunizing Widespread
Broker-Dealer Practices from Judicial Review through the
Possibility of SEC Oversight, 73 Mississippi Law Journal 1
(2003).
Father Knows Best: Revised Article 8 and the Individual
Investor, 27 Florida State University Law Review 615 (2000).
Co-author of Avoiding the Inevitable: The Continuing Viability
of State Law Claims in the Face of Primary Jurisdiction and
Preemption Challenges under the Securities Exchange Act of 1934,
1995 Columbia Business Law Review 525. Cited in "Worth Reading"
column of The National Law Journal.
Illegal Lofts in New York City: Have the Equities Been
Balanced?, 14 Fordham Urban Law Journal 559 (1986).
Legal Periodical Articles
The Revolution in Investment Adviser Regulation, The Investment
Lawyer, October 2011
When Should a Broker-Dealer Be Treated as an Investment Adviser
in New York Law Journal, August 1, 2011, page 4.
Reviewing Article 8’s Revised Collusion Standard in New York Law
Journal, March 27, 2001, page 1.
Legislature Mulls Change of Article 8 in New York Law Journal,
October 17, 1996, page 7; reprinted in UCC Bulletin (April
1997).
Co-author of Order Flow Cases: Jurisdiction, Preemption and
Securities Laws in New York Law Journal, May 9, 1995, page 1.
Co-author of Double Jeopardy Issues in the Financial Sector in
New York Law Journal, August 3, 1994, page 1; reprinted in 20 RICO
Law Reporter 1139 (1994).
Book Essays and Reviews
Review essay of Project Finance in 11 Boston University
International Law Journal 165 (1993).
Book review of Legal Realism at Yale, 1927-1960 in 34 The
American Journal of Jurisprudence 252 (1989).
Book review of Lawyers in Business and the Law Business in 21 Law
and Policy in International Business 309 (1989).
Continuing Legal Education Publications
Case Study: Paper Deinking Mills, a paper presented at a seminar
on Project Finance Opportunities in Recent Environmental
Legislation (1992).
Co-author of Negotiating Debt and Equity Documents for
Construction and Operation (and a related case study) in Course
Handbook for Project Finance: A Tutorial (Infocast ed., Chicago,
1991 & 1992).
Bar Association Reports
Uniform State Laws Committee, Association of the Bar of the City
of New York, Revised Article 1 of the Uniform Commercial Code, 59
The Record 176 (2004) (abbreviated version);
http://www.abcny.org/pdf/report/LEGALDOCS-1 (full version). I was
the chair of the subcommittee that drafted the report and had
primary drafting responsibility for the section on revised Section
1-301, the new choice of law section.
Commercial Law and Uniform State Laws Committee, New York City
Bar, Second Report on Revised Article 1 of the Uniform Commercial
Code, http://www.abcny.org/pdf/report/LEGALDOCS-1.pdf. I was the
chair of the subcommittee that revised the report.
LEGAL PROFESSIONAL ACTIVITIES
Member and adjunct member of the Uniform State Laws Committee,
Association of the Bar of the City of New York, 2000 to 2011.
Offered chair for 2003-06 (declined). Chair of the subcommittee
that drafted the USLC’s report on Revised Article 1 of the
U.C.C.
Member of the Federal Regulation of Securities Law Committee,
New York City Bar, 2011-present.
Member of luncheon group meeting with certain legal staff of the
Federal Reserve Bank of New York to discuss payment system
issues.
PRESENTATIONS
Presenter of paper entitled “Unauthorized Payment Transactions
and Who Should Bear the Losses” at the Rethinking Payments Law
Symposium sponsored by the Federal Reserve Bank of New York. (April
27, 2007).
Presenter of paper entitled “Securities Arbitration, 1870-1840”
at the Transatlantic Perspectives on ADR Conference co-sponsored by
St. John’s University School of Law and the Chartered Institute of
Arbitrators (July 26-28, 2006).
Presenter of paper entitled “Good Enough Execution: The Early
History of the Duty of Best Execution” at the Investor Rights
Symposium sponsored by Pace Law School (March 31 and April 1,
2005).
Presenter on Article 1 of the U.C.C. in program sponsored by the
NYSBA entitled “A Practical Guide to Secured Transactions under
Revised Article 9 and Proposed Revisions to Article 1 of the
Uniform Commercial Code” (November 16, 2004).
Presenter on Article 3 of the U.C.C. in program sponsored by the
ABCNY entitled “New York’s Nonuniform Commercial Code: Guidance on
Doing Business with the Laws’ Discrepancies” (April 28, 2004).
Co-chair and co-organizer of February 26 and March 11, 2003,
luncheons on international commercial law treaties sponsored by the
Uniform State Laws Committee.
Faculty lecturer on Article 9 and consumers in program sponsored
by PLI entitled “What Lawyers Need to Know about UCC Article
9-Secured Transactions” (February 14, 2003).
Participant in round table convened in 1996 by Assemblywoman
Helene Weinstein to discuss whether New York should adopt or amend
revised Article 8 of the U.C.C.
NON-LEGAL PUBLICATIONS
Book review of False Promises in The Radical History Review
(vol. 3, no. 3); annotated syllabus in The Radical History Review
(vol. 2, no. 1); and film review of Debs in The History Teacher
(May 1980).
Extensive writing on strategy games. Designing of strategy
games, including 1776, Wargaming Rules for the American Revolution;
The Emerald Tablet, Wargaming Rules for Heroic Battles and Mystical
Conquests; and Junta, The Game of Power, Politics, Money and
Revolution (1985).
ACADEMIC ACTIVITIES (pre-law school)
Member of the editorial board of The Radical History Review,
1975 – 1977.
Conference organizer, MARHO Spring Conference on Class and Class
Consciousness, 1975.
EDUCATION
J.D. COLUMBIA LAW SCHOOL, 1983
M.Ph. CUNY GRADUATE SCHOOL & UNIVERSITY CENTER, History,
1979
M.A. HUNTER COLLEGE, History, 1977
B.A. COLUMBIA UNIVERSITY,
COLUMBIA COLLEGE, History, 1974
GRADES AND HONORS (Columbia Law School)
Grade Average: VG+
1980-1981 Harlan Fiske Stone Scholar
1981-1983 Staff member and editorial board member,
Columbia Journal of Law and Social Problems
Spring 1983 Teaching fellow - property law course
JUDICIAL CLERKSHIP
JUSTICE SIDNEY M. SCHREIBER 1983 - 1984
New Jersey Supreme Court
Law Clerk: Research and extensive memoranda writing.
OTHER LEGAL EMPLOYMENT
DAVIS POLK & WARDWELL Summer 2000
450 Lexington Avenue
New York, New York 10017
Contract Attorney: Drafted corporate forms and memoranda for
clients.
ARGO INTERNATIONAL CORPORATION 1993 - 1994
140 Franklin Street
New York, New York 10013
General Counsel: Representation in all areas of legal need for
an international distributor with $100 million in sales of pumps,
compressors and other industrial equipment; negotiation of
distribution agreements; negotiation and documentation of
employment agreements and sales agency agreements; negotiation of
asset purchases; negotiation of asset based credit facilities;
representation of company in Equal Employment Opportunity
Commission charges; revision of company’s terms and conditions,
both substantively and procedurally; supervision of outside counsel
in litigation, including mass tort and insurance coverage issues;
negotiation of commercial real estate leases.
KATTEN MUCHIN & ZAVIS 1991 - 1993
40 Broad Street
New York, New York 10004
Associate Attorney (Finance and Reorganization Department):
Representation of lenders, developers and contractors in
cogeneration, recycling and environmental projects; representation
of developer in selling a major equity position in a cogeneration
project; representation of a senior lender in a loan workout of a
waste wood project; representation of bank group in loan workout;
representation of a senior lender in a bankruptcy.
MILBANK, TWEED, HADLEY & McCLOY 1989 - 1991
1 Chase Manhattan Plaza
New York, New York 10005
Associate Attorney (Corporate Department): Extensive
representation of lenders (both as lead banks and participant
banks) in oil and gas acquisition financings; representa¬tion of
refinancing lender in take out of construction loan to a
cogeneration project; extensive review of stock purchase and asset
sale agreements for lenders; representation of bank affiliates in
purchases of cancelable common stock and preferred stock;
negotiation and documentation of a manufacturing and technological
joint venture between a Japanese company and an American company;
representation of selling shareholders in a major private
transaction in the advertising industry; Investment Company Act
advice and successful application for exemption.
LORD DAY & LORD, BARRETT SMITH 1988 - 1989
1675 Broadway
New York, New York 10019
Associate Attorney (Corporate Department): Extensive
representation of aircraft lessors in the sale and purchase of
aircraft; leveraged lease work (for lessors); representation of air
carrier in secured interim borrowing and subsequent public
offering.
KRAMER, LEVIN, NAFTALIS, & FRANKEL 1984 - 1988
919 Third Avenue
New York, New York 10022
Associate Attorney (Corporate Department): Extensive leveraged
lease work (for lessees); mergers and acquisi¬tions work including
leveraged buyouts, hostile tender offers, proxy contests and asset
and stock sales (both acquirers and sellers); representation of
lenders in corporate acquisition transactions and construction
loans; research and development transactions; securities and public
offering work including representation of an underwriter in an
exchange offer, of an issuer in an initial public offering and of
an underwriter in a hedged commodity pool offering; general
corporate work including draft¬¬ing 10-Ks and proxy statements and
extensive contract drafting; extensive experience with employee
benefit plans and federal securi¬ties laws.
Law Clerk and Summer Associate: Corporate research and memoranda
writing 1982 - 1983
SKADDEN, ARPS, SLATE, MEAGHER & FLOM Summer 1983
919 Third Avenue
New York, New York
Summer Associate (offer)
PROFESSOR WALTER WERNER 1981 - 1982
Columbia Law School
New York, New York
Research Assistant
PRIOR EMPLOYMENT
Secondary school teacher and college professor of American
history from 1974 to 1980
ADMISSIONS
State of New York, First Department, 1984
PERSONAL
Interests: physical fitness; military history; cigars