Corporate Compliance Online LL.M. Course Description

U.S. Law and Legal Institutions (3 Credits)

This course will introduce students to the basic features of American law that are both distinctive and foundational for non-lawyers engaged in compliance and other forms of legal and quasi- legal work. Topics will include the structure of American legal institutions, common law reasoning and statutory interpretation, judicial review, the administrative state, federalism, as well as a number of aspects of the legal profession.

Introduction to Corporate Compliance (4 Credits)

This course will explain the major features of an "effective" corporate compliance program. Students will have an opportunity to learn the fundamental issues faced by compliance officers, including fiduciary concepts, conflicts of interest, risk and enforcement mitigation, the handling of sensitive information, privacy concerns and privilege limitations. The concepts are mastered through a number of assignments designed to introduce students to the skills used every day by compliance officers, including the preparation of a memorandum, oral presentations, training program development, and risk assessments. Students will also examine various areas of law, regulation, and policy that impact modern compliance programs. This course will be skills-oriented.

Corporations (4 Credits)

This course provides students with a basic understanding of the law that governs business organizations, particularly publicly held corporations. Aspects of the laws of agency and partnership are first considered to highlight the relationship to corporate law. In turning to corporations, the course considers the rights and duties of boards of directors, officers, and shareholders. Specific topics include the nature of debt and equity securities, the role of fiduciary duties, the regulation of conflicts of interest and insider trading, and the fundamentals of control transactions (like mergers and acquisitions). The course introduces students to state common law and statutory systems, as well as aspects of the federal securities laws, that regulate business organizations. Issues relating to the role of business organizations in society and the role of attorneys in representing these organizations are also considered.

Compliance Risk Assessment (3 Credits)

The course is designed to provide an overview of the basic elements of the compliance risk assessment and how the assessment role functions within an overall compliance program. In addition, it presents an overview of the key compliance risk and themes across a variety of corporate industries, as well as certain key topical areas. The course also encourages critical thinking about developing and conducting a compliance risk assessment with a particular understanding of its strengths and its weaknesses.

Legal Research and Writing (2 Credits)

Taught by experienced adjunct professors and designed for foreign-trained LLM students, this required 2-credit course provides an introduction to basic principles of American legal writing and research. Students review American research techniques and prepare documents such as memoranda, contracts, and client letters.

Elective Courses:

International Financial Crime (2 Credits)

The line between legitimate international financial activities and illicit conduct is increasingly blurred. Substantive legal and regulatory standards and enforcement and redress techniques have had to develop for use against those involved in using private organizations and financial institutions for criminal activities. This course examines a range of criminal activities such as insider trading, market manipulation, money laundering, and government corruption and bribery. The primary focus will be U.S. laws and regulation but will include the international dimension of criminal activity and enforcement.

Crisis Management (3 Credits)

Corporate crisis management has become an increasingly important aspect of managing organizations in the private sector, civil society, and government and a key responsibility of compliance functions within organizations. Internal investigations play an essential role in enabling organizations to identify and resolve possible legal, regulatory, policy, and operational violations and failures; meet regulatory requirements; and manage scrutiny by law enforcement, regulators, and the public. Internal investigations also provide a unique means by which to understand legal, regulatory, and ethical risks and the underlying challenges to effectively preventing, identifying, and addressing risks within organizations. Accordingly, internal investigations form a key element of regulatory compliance and crisis management. The primary objective of the course is for students to gain an understanding of various theories of crisis management, perspectives on key principles of governance and methodology relating to crisis management and investigations, and essential practices employed in the course of crisis management and investigations within organizations, to enable students to engage in critical analysis in the field and to bring expertise to the practices of crisis management and investigations within organizations.

Anti-Money Laundering (4 Credits)

Prerequisite of International Financial Crime or with permission of the instructor. This course provides a comprehensive overview of the regulations and laws that govern the requirements for financial institutions, both in the United States and globally, in order to address the risk of money laundering and terrorist financing through banks and other financial institutions. Students will gain an understanding of controls implemented by financial institutions to combat the flow of illicit funds. By the conclusion of this course students should have an appreciation of the culture of compliance within financial institutions and understand the rules, regulations, and laws in place to combat money laundering and terrorist financing.

Investment Management Compliance and Regulation (3 Credits)

This pragmatic course will compare how investment advisers’ obligations to registered investment companies (such as mutual funds) differ from obligations to private funds (such as hedge, private equity, and real estate funds). Students will explore relevant duties (and available exemptions) under the Investment Company Act of 1940; the Advisers Act of 1940; and other federal acts, rules, and regulations. Topics covered include SEC registration, disclosure, custody, valuation, affiliate transactions, governance, leverage, compliance manual, and code of ethics. Guest speakers from regulatory agencies, the investment management industry, and private practice will provide practical insight.

Privacy and Cybersecurity: Legal Frameworks and Compliance Strategies (3 credits) Starting Spring 2021

Privacy and cybersecurity are high-stakes risk areas that are a central part of every organization's compliance program. This course will introduce students to the rapidly evolving legal and industry standards relating to privacy and cybersecurity in general, with a particular focus on how these risk areas emerge in various industry sectors, including life sciences, financial services, and e-commerce. Through practical exercises, students will develop the fundamental skills needed to help organizations develop and implement practical business solutions for privacy and cyber security compliance challenges, and to build comprehensive privacy/cybersecurity compliance programs.

Building Effective Ethics & Compliance Programs (3 Credits)

In this course, which is taken in the last semester of the program, students will synthesize and apply the learnings from the program in a project that explores in depth a set of challenges compliance officers may face in designing and implementing an effective compliance program, and the nuanced decision-making and practical skills required to successfully address those challenges. The capstone gives students the chance, under the close supervision of the course instructor, to strengthen the analytical, organizational and leadership skills that are needed to be a successful compliance officer.

 

We also offer a number of 1-credit elective courses. These courses might change in any given semester. Program staff will provide you with the courses available in the upcoming semester.

 

Employment Law (1 Credit)

This online 1-credit course will provide students with a high-level overview of the most significant employment laws and principles that should guide employers through the employer-employee relationship—from the initial decision to fill a position to the ultimate decision to terminate the employer-employee relationship. Topics covered may include the appropriate classification of individuals who perform services in exchange for compensation, the tracking of employee time under the Fair Labor Standards Act, avoiding workplace discrimination, common employer pitfalls during the recruiting process, the navigation of interactive process that must inform reasonable accommodations, workplace harassment, the Family and Medical Leave Act, workplace privacy, and terminations.

Human Rights Compliance (1 Credit)

The relation of the corporation to human rights has changed dramatically over the past decade.  For many years, company responses to the human rights impacts of their business operations consisted largely of voluntary corporate and social responsibility programs.  Today, multiple regulations and guidelines, both domestic and international, create increasing obligations for corporate actors in the field of human rights.  Not surprisingly, ethics and compliance professionals are now called on by their employers to assess human rights-related risks, develop programs to address those risks, and to publicly report on the company’s performance on human rights.  

The Human Rights Compliance Course will provide students with a comprehensive understanding of the current framework for human rights compliance for companies. The Course will examine emerging and expanding regulatory efforts within different jurisdictions that establish human rights obligations on companies. The Course will also explore developing international guidelines that seek to establish global human rights standards for all businesses, including the UN Guiding Principles on Business and Human Rights. Students will learn critical skills in the areas of human rights due diligence, disclosure and reporting. Finally, students will examine how shareholders, lenders, consumers, and the public evaluate corporate efforts to address human rights.

Internal Investigations (1 Credit)

Dig into many corporate scandals and you will find bungled internal investigations that fail to address a festering compliance program.  But done well, internal investigations can protect against risks, and strengthen a culture of compliance. This course will explore the structure of an internal investigation from the decision to commence one through completion.  The goal of the course is to teach students to understand how to prepare for and conduct an effective internal investigation.  Taking a practical and interactive approach, the class will cover, among other things, investigation plans, sources of information, interviewing techniques, privacy issues, and potential regulatory consequences of an investigation

Emerging Technology Tools for Compliance Programs (1 Credit)

Advances in technology are enabling new approaches to managing compliance risk and incentivizing ethical business behavior. The class will provide an introduction and overview of these technologies and address some of the common challenges to incorporating them into the compliance function of a global enterprise. Specifically, we will learn from leading practitioners and compliance programs about how data aggregation/analytics/visualization, machine learning, artificial intelligence, and other technologies can be used to measure risk and risk management and drive transparency across organizations.

Anti-Bribery & Corruption Compliance Programs – Design and Implementation (1 credit)

Compliance with the US Foreign Corrupt Practices Act (FCPA) and other anti-bribery and corruption (AB&C) laws has become a top priority for business organizations across all industry sectors that operate in the global marketplace. Thus, understanding how to translate the requirements of the FCPA and other applicable AB&C laws into the design and implementation of effective compliance programs has become a fundamental skill set for compliance professionals. In this course students will examine (1) key considerations regarding how to structure and organize AB&C compliance programs; (2) the fundamental components of effective AB&C compliance programs; and (3) subject matter areas of AB&C compliance programs, including: gifts and entertainment, charitable contributions, public officials, third party practices, facilitation payments, joint ventures, hiring practices, and business transactions. The emphasis will be on considerations and questions that may arise for AB&C compliance officers and students will develop an enhanced ability to independently analyze and respond to such considerations and questions.

Antitrust Compliance (1 Credit)

In 2019, the Department of Justice Antitrust announced a dramatic change in policy as it pertains to evaluating corporate compliance programs. Following the lead of other parts of the Justice Department, the Antitrust Division now awards credit to corporate defendants for having an “effective” antitrust compliance program. This shift makes it increasingly important for compliance professionals to understand how to create an antitrust compliance program.

This course will provide an overview of the types of competitor agreements that create criminal antitrust liability, and examine ways in which a compliance professional can create controls and a corporate environment that disrupts the formation of criminal competitor agreements and dismantle agreements once formed.