Ronald J. Mann

E-Commerce L6346

Course Description

This course will consider how developments in information technology affect commercial transactions. The three principal parts of the course will consider issues related to information (including rules for protecting information and privacy issues), various types of transactions in the electronic contexts (sales, website issues, payments, and lending), and cross-border dispute-resolution issues. For more information, a detailed Web site will appear at Professor Mann's personal Web site.

Secured Transactions L6538

Course Description

This course examines the basic rules, concepts and techniques governing the attachment, perfection, priority and enforcement of commercial financing structured as a secured transaction in personal property under Article 9 of the Uniform Commercial Code. Secured transactions include sales of goods and services on credit where payment is collateralized by goods, loans secured by tangible and intangible personal property, and sales of rights to payment of money ("receivables").Analysis is made of the crucial distinction between a "true sale" and loan, a topic of special importance in the method of capital financing known as "structured finance" or "securitization". The primary focus of the course is on the revised version of Article 9 which became effective in all states in 2001---a complex statute that builds upon the original Article 9 drafted in the 1950's by making significant changes in scope, procedure and substance in order to reflect modern financing techniques, new sources of financing such as software, and technological developments such as those in electronics and electronic contracting.

Attention is given to the intersection of secured transactions law with bankruptcy under the Federal Bankruptcy Code, with emphasis on the avoidance powers of the trustee-in-bankruptcy under the "strong-arm", preference and fraudulent transfer rules. In addition, the intersection with suretyship law (guarantees and other forms of credit enhancement and support critical to the granting of credit) is examined closely.

The basic course materials are statutory and special emphasis is placed upon the distinctive analytical techniques needed for the proper interpretation and application of statutory rules. Decisional law under revised Article 9 is emerging and significant developments will be discussed as they occur during the semester.

Payment Systems L6386

Course Description

Payment Systems is a general introduction to commercial transactions. It covers various ways of making payments ( checks, credit cards, debit cards, letters of credit, wire transfers, and electronic payment devices), transactions for borrowing money (notes and guaranties), and also negotiable instruments and securitization. Doctrinally, it covers Articles 3, 4, 4A, 5, 7, and 8 of the Uniform Commercial Codes, as well as ( among other things), major provisions of the Expedited Funds Availability Act, the Truth-in-Lending Act, and the Electronic Fund Transfers Act. Attendance and participation are expected.