James Fanto

Gerald Baylin Professor of Law

250 Joralemon Street
Brooklyn, NY 11201
(718) 780-7566 |  Email
Areas of Expertise
Banking Law
Broker-Dealer Law
Comparative Business Law
Corporate Finance
Securities Law
Education
B.A., University of Notre Dame
M.A., Ph.D., University of Michigan
J.D., University of Pennsylvania Law School

Agency, Partnership - LLC

Pre or Co-requisite: Corporations. Students with the appropriate background may obtain the instructor's permission to waive the requisite.

The law of Unincorporated Business Associations has undergone a revolution in the last few years. New York enacted a new Revised Limited Partnership Law. A revised Uniform Partnership Law was prepared by the Commissioners on Uniform State Laws and adopted by many states. Limited Liability Company (LLC) and Limited Liability Partnership statutes have been passed by many states including New York. This course covers the basic law of Agency, including the Restatement of Agency 2nd, and the law of Partnership, including limited partnerships and the new statutes. It includes the new LLC law, how to prepare and file the necessary papers for organization of a LLC and the new sections of New York law on how to organize a Limited Liability Partnership.

Grading and Method of Evaluation

Letter grade only. Final exam.

Banking Law

Prerequisite: Corporations

This course provides an overview of the banking system, including the role of banks in the economic system, the role of the central bank, the facilitation of commerce generally, and U.S. banking history. Federal and state regulation of banking institutions are studied in depth, as are selected issues relating to deregulation. Topics that will be covered include permissible activities of banks, the role of the FDIC, the Federal Reserve Board, and the Comptroller of Currency; and the Bank Holding Company Act, the Glass-Steagall Act, and the regulatory response to crises in the banking system.

Grading and Method of Evaluation

Letter grade only. Final exam.

Broker-Dealer Regulation Seminar

Pre-requisites: Corporations. Securities Regulation is recommended but not required. A student may also make up for the lack of Securities Regulation through externships, clinical work, or employment/experience outside or before law school.

This seminar focuses on current issues in the regulation of the main professional of the securities markets, the broker-dealer. The seminar shall also deal with related issues in the regulation of investment advisers, since the line between the two categories is blurring. The legal focus will be on the Securities Exchange Act of 1934, with some reference to the Advisers' Act and the Securities Act of 1933, as well as regulations accompanying these acts and FINRA rules. There will be some introduction to the securities markets (e.g., NYSE, Nasdaq, and otc markets) where these professionals operate.

Grading and Method of Evaluation

Letter grade only. Students will be expected to do a classroom presentation and a seminar paper. The paper may be used to satisfy the Upperclass Writing Requirement.

Comparative and International Financial Regulation Seminar

Prerequisite: Corporations

This seminar focuses on a comparison of approaches in different countries to the regulation of financial institutions, such as banks, broker-dealers, and insurance companies. It also looks at the international regulation of these institutions through forums such as the Bank for International Settlements and Internal Organization of Securities Commissions. In addition, it covers international efforts to deal with the financial crisis.

Grading and Method of Evaluation

Letter grade only. Students are required to write a paper comparing an aspect of financial regulation in two countries, or to discuss some feature of international financial regulation, as well as to give a classroom presentation on the same subject. The seminar can be used to satisfy the Upper Class Writing Requirement.

Corporate Finance

Prerequisite: Corporations

This is an advanced course in corporations that emphasizes their financial aspects. Students taking the course do not need a background in finance, since the course provides the groundwork of basic financial theory. The course is concerned with the advanced and detailed study of the legal problems in the issuance and reacquisition of shares; analysis of dividends and distributions; capital structures and corporate indebtedness; types of securities; and related security features of organizational changes (amendments, mergers, consolidations, sales of assets).

Grading and Method of Evaluation

Letter grade with pass/fail option. Final exam.

Corporations

This course examines formation and organization of corporations; financing the corporation; purposes and powers (ultra vires doctrine); transfer of shares (restriction of transfers; Article 8 U.C.C.); distribution of powers between shareholders and directors; some important aspects of the Securities Act of 1933, Securities Exchange Act of 1934; sale of controlling interest; derivative actions; preemptive rights; voting rights; dividends and distributions, organic changes; and dissolutions and liquidations.

Grading and Method of Evaluation

Letter grade only. Final exam.

Introduction to Compliance and Risk Management in Financial Institutions

Pre-requisite: Corporations. Securities Regulation is recommended, but not required.

This course will introduce students to compliance in financial institutions, primarily broker-dealers and investment advisors. Compliance generally refers to the firm function which ensures that a firm through its employees is complying with the numerous laws and regulations and with the professional and ethical standards applicable to them. The course will explore the history of, and statutory, regulatory and intellectual basis for, compliance in the financial firms and then focus on specific compliance-related issues, such as registration, recordkeeping and reporting, privacy, supervision, fiduciary duties, examinations and regulatory investigations, conflicts of interest, risk management and the development of a culture of compliance. The course will be "team taught" by Professor Fanto, several compliance officers of major financial institutions and lawyers in the field, who will also introduce students to the practice of and careers in financial compliance. Problem-solving of compliance situations will be emphasized.

Grading and Method of Evaluation

Letter grade with pass/fail option. A paper is required.

Securities Regulation

Pre or Co-requisite: Corporations

This course provides an overview of the federal securities laws and the work of the Securities and Exchange Commission. The course focuses on two federal statutes: the Securities Act of 1933, which regulates the distribution of securities; and the Securities Exchange Act of 1934, which regulates the markets for the trading of securities. Subjects covered include registration procedures and exemptions, disclosure requirements, the prohibitions against fraud and manipulation, regulation of brokers and dealers, the definition of the term "security" (i.e., the scope of the securities laws), enforcement and civil liability, regulation of tender offers, and professional responsibility of lawyers.

Grading and Method of Evaluation

Letter grade only. Final exam.