Neil B. Cohen

Jeffrey D. Forchelli Professor of Law

250 Joralemon Street
Brooklyn, NY 11201
(718) 780-7940 |  Email
Areas of Expertise

International Business Law
Commercial Law
Constitutional Law
Contracts

Education
S.B., Massachusetts Institute of Technology
J.D., New York University School of Law

Advanced Topics in Commercial Law Seminar

This seminar will primarily build on topics addressed in the course on secured transactions, focusing on matters of current societal importance. Coverage, which will be determined in part by the interest of students in the seminar, will be drawn from current issues including the following: 1. The UCC and the mortgage crisis. Rules in the Uniform Commercial Code, particularly UCC Articles 3 and 9, were poorly understood by important players in mortgage markets and played a significant role in controversies surrounding those markets and in disputes involving mortgage foreclosure. Some steps have been taken, and others are in progress, to lessen the likelihood of such problems arising in the future. 2. International secured transactions. When a potential secured transaction crosses national borders, matters get complicated. Differences between the laws of relevant nations must be identified and considered, and conflict of laws rules take on great importance. Consideration of this topic requires both contrasting U.S. secured transactions law with that of other nations and addressing conflict of laws rules applied both by U.S. courts and those abroad. Finally, attempts to harmonize and modernize the area through the promulgation of conventions, model laws, and the like must be considered. 3. Financial collateral under UCC Article 9. When the collateral that secures an obligation is, itself, a financial right against others, the rules in Article 9 can be quite complex. Financial collateral may include securities (both equity and debt), accounts, chattel paper, payment intangibles, and promissory notes, each of which is the subject of special attention in Article 9. 4. The common law of suretyship and guaranty. The law of guaranties and other suretyship obligations is probably the most important area of commercial law not codified in the UCC. While a substantial portion of extensions of credit are backed up by guaranties and similar devices, the law governing those devices is poorly understood by most attorneys.

Grading and Method of Evaluation:

Letter grade only. A paper is required which may be used to satisfy the upper class writing requirement.

Conflict of Laws

This course deals with the legal problems that arise when an occurrence cuts across state or national boundaries. Major attention is devoted to the analysis of traditional rules and newly developing theories, especially as they apply in multi-state transactions and to out-of-state judgments. Consideration is also given to constitutional issues, the role of the federal courts and the relationship of jurisdiction of courts' concepts to choice of law problems.

Grading and Method of Evaluation:

Letter grade with pass/fail option. Final exam.

Contracts

This course is concerned with the law governing private agreements. The course deals with how contracts are formed; which contracts are valid and enforceable; what constitutes breach of a contract; and what remedies are available when a contract has been breached. Issues relating to the interpretation of contract language, the role of contracts in a market economy, and the policing of unfair bargains are also explored.

Grading and Method of Evaluation:

Letter grade only. Final exam.

Payment Systems

This course is an examination of the law governing payment of monetary obligations. Topics to be addressed include the law of negotiable instruments (notes and checks), bank deposits and collections, electronic fund transfers, and letters of credit. Sources of law include Articles 3, 4, 4A, and 5 of the Uniform Commercial Code and various federal statutes and regulations. Enrollment Note: Students who have taken Commercial Paper and Banking may not enroll in this course.

Grading and Method of Evaluation:

Letter grade with pass/fail option. Final exam.

Secured Transactions

This course examines the rules governing transactions in which personal property is used as collateral to secure an obligation. This body of law, which applies to transactions as commonplace as an automobile loan and as commercially sophisticated as the multimillion dollar securitization of receivables, addresses not only the rights of the debtor and creditor but also the rights of third parties that may have an interest in the collateral. The primary source of authority is Article 9 of the Uniform Commercial Code, but the United States Bankruptcy Code is also utilized when applicable. Students electing this course may not enroll in the combined course of Commercial Transactions: Sales and Secured Transactions.

Grading and Method of Evaluation:

Letter grade only. Final exam.