Curriculum

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, and federalism, as well as a number of aspects of the legal profession.

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.

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.

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.

Online M.S.L. students will complete a three-day colloquium at Fordham Law School’s Manhattan campus. Students will engage with senior compliance officers and discuss current and emerging issues in the field of corporate compliance. Networking events will give students ample opportunity to meet each other and compliance professionals from the New York City area and beyond. This course will take place each August. Students join this course during the last summer term in which they will be enrolled.

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.

In 2019, the Department of Justice Antitrust Division 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.

Will Bitcoin and Blockchain-related technology transform the current financial system, or is this technology just an interesting idea that faces too many legal and regulatory challenges to survive long term? Bitcoin proponents (maximalists) believe that we are on the cusp of a financial system revolution – one that introduces decentralized, deflationary monetary theory while replacing a legacy monetary system. Bitcoin minimalists believe that blockchain technology, pioneered in 2008 by a certain secretive ‘Satoshi Nakamoto,’ is interesting, but are skeptical that Bitcoin alone will usher in a revolution in our financial markets. Who is correct? What about the 5,000 other digital currencies that exist today? How do we invite innovation while at the same time protect investors, companies, and the global markets through sound regulatory policy? And how will this technology affect the legal and compliance profession in the next decade?

Become a compliance “rock star”! Compliance technology and the use of data analytics to drive better business transparency is now a key component of an effective corporate compliance and anti-fraud program as reinforced by the U.S. Department of Justice as well as COSO’s Fraud Risk Management guidance. Companies effectively deploying these analytics, particularly with the use of AI, visualization and risk scoring techniques, are able to measurably demonstrate a culture of business integrity while also gaining a financial return on investment. In this course, we will explore the application of technology across the full spectrum of compliance activities: from governance, culture, risk assessments, third party management, policies and procedures, training and communications, investigations and continuous controls monitoring.

Laws limiting political activity by corporations, requiring lobbyist registration and regulating the

ethical aspects of interactions with government officials differ at the federal, state and local levels. This course will give legal and compliance professionals, regardless of the nature of their business, a solid grounding in the laws governing dealings with legislators, who enact laws; with federal agencies and regulators in DC or in the executive branch of state governments, who enforce those laws; or with council members whose cities and localities are purchasers of corporate goods and services. The course will also equip students with the tools to effectively , as well as and how to manage complex risks arising from corporate political activities.

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.

Training and communications are key components of an effective ethics and compliance program. Poorly designed training and communications campaigns are not only ineffective, but they can detract from employee trust in compliance. By contrast, well-designed and implemented trainings and communications can reduce misconduct, mitigate compliance risks, and strengthen a culture of compliance. So how do you that? This course introduces students to the art and science of impacting employee behaviors through training and communications campaigns.

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.

Economic sanctions are a tool to advance foreign policy, national security, and crime-fighting objectives. In this 1-credit course, students will learn how to build sanctions compliance programs. We will examine the challenges that entities face trying to abide by economic sanctions laws, primarily focused on those administered by the U.S. Treasury’s Office of Foreign Assets Control, with an introduction to other types of restrictions on finance and trade imposed through other U.S. agencies, other governments, and multinational bodies to draw out the intersecting and additional compliance implications. In addition to covering the various types of sanctions and the techniques and processes used to comply, the course will address the underlying legal framework and the history and trends for the use of sanctions as a tool to deprive criminal enterprises, malign governments, and prevent terrorists and other threats to U.S. national security from accessing the U.S. financial system. Readings will include a selection of court cases, enforcement actions, articles providing perspectives on sanctions policy and regulatory compliance, regulatory guidance, and industry practice guides to explore the components of effective compliance with economic sanctions law.

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 the interactive process that must inform reasonable accommodations, workplace harassment, the Family and Medical Leave Act, workplace privacy, and terminations.

Ignoring or failing to adequately mitigate environmental risk can directly impact a company’s long-term financial resilience by affecting access and cost of capital. Mismanaging environmental problems can likewise impact corporations’ access to talent and create reputational risk. Increasingly, companies are adopting best practices that integrate environmental factors into compliance frameworks and risk analysis. What is driving this are not only environmental laws and regulations, but also the growing demands from powerful stakeholder groups, including consumers, investors, employees and the public at large. This course is designed to familiarize students with major federal and state environmental laws and regulations, as well as key international treaties, and how they are enforced. It also introduces students to the challenges of meeting growing environmental reporting requirements, and provides practical guidance on the design and implementation of effective environmental compliance programs that are critical to a corporation’s broader environmental, social and governance (ESG) strategy.

This course will introduce students to the legal and regulatory framework for the healthcare industry, which represents over one-sixth of the U.S. economy. The course will cover major federal statutes (e.g., False Claims Act; Anti-Kickback Statute; Stark Law; EMTALA; HIPAA; HITECH Act; Patient Safety and Quality Improvement Act; Prescription Drug Marketing Act; Controlled Substances Act; and Food, Drug, and Cosmetic Act), as well as the relevant enforcement authorities (e.g., Department of Health and Human Services, Health Care Fraud Unit of the Department of Justice, FDA, and FTC). This will lay the foundation for understanding the key risk areas for healthcare compliance professionals: protecting health information, determining medical necessity, ensuring appropriate diagnostic and procedural coding, avoiding conflicts of interest, complying with requirements from fiscal intermediaries, credentialing and privileging of providers, documenting services rendered, and assuring the integration of clinical quality with compliance. The course material will be mastered through both critical thinking about the application of key concepts as well as activities that develop practical skills relevant for healthcare compliance professionals.

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 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 U.N. 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.

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.

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 be developed 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.

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.

When we talk of “leadership” in the corporate world, we often think of CEOs and senior management and the qualities they possess that make them successful. But leadership really involves qualities and skills that can apply to all employees, and certainly is a key to success for compliance professionals who have to deal with and influence different and sometimes competing interests across an organization. In this class, we will explore what leadership means and how to cultivate it. In particular, we will (1) highlight the importance of leadership skills and qualities in managing relationships with peers, subordinates, and superiors; (2) identify and explore certain key leadership skills, behaviors, and characteristics for legal and compliance professionals; (3) provide students with opportunities to self-assess and practice leadership readiness and skills; and (4) have each student develop a personal leadership action plan s/he can pursue going forward.

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 cybersecurity compliance challenges, and to build comprehensive privacy/cybersecurity compliance programs.

As private equity activity plays an increasing role in industry consolidations and transformations, organizations across many sectors must be prepared to succeed in the fast-changing environment. At some point in a career in compliance, a professional will likely find themselves on the buy or sell side of a deal. This course will prepare you to take on that role by providing foundational knowledge about the history and compliance implications of mergers and acquisitions, as well as tools to successfully navigate due diligence and integration planning. The course will focus on transformation in the healthcare industry as a case study. Topics covered include: Understanding the role of compliance in the deal process, effectively scoping due diligence reviews, responding to diligence requests, working as part of the diligence or integration team, assessing target compliance programs, and using diligence reviews to create a comprehensive integration plan.