The Global Experience Module in NYU School of Law provides the framework to understand the key legal issues of Compliance and US Business Law

Stephen Choi,  Professor of Law and Director of the Pollack Center at NYU, shares what the Global Experience Module offers IE Law School´s students, including some of the main differences between business regulation in the United States and Europe, U.S. business law enforcement, including criminal enforcement as well as steps companies can take to reduce the likelihood or impact of a criminal proceeding.

What does your course cover?

This intensive program is designed to introduce experienced foreign-trained attorneys to key aspects of US business law.  The instruction will include interactive discussions. The course will be taught by full-time NYU Law School.  In Spain, the course examines the core concepts of corporate organization, structure and management under American law.  It begins with a discussion of the evolution of American corporate law and the economic analysis of business enterprises. Subjects for detailed discussion include: corporate governance, fiduciary duties of directors and officers, shareholder voting, shareholder litigation, and insider trading.  In New York, the course offers an intensive introduction to the federal securities laws, covering the Securities Act of 1933 and the Securities Exchange Act of 1934. The course explores the elaborate disclosure obligations that the United States imposes on the distribution and trading of securities. Topics to be covered include the preparation of disclosure documents, exemptions from disclosure requirements, the relationship between disclosure obligations and antifraud rules, and the duties of participants in securities transactions.  The course will also cover the enforcement of U.S. business law, including criminal enforcement as well as steps companies can take to reduce the likelihood or impact of a criminal proceeding.

What are the main differences between Europe and the United States?

While many of the objectives of business regulation are similar between the United States and Europe, there are many differences in the structure of the regulatory regimes and how the regimes affect corporate behavior.  For example, authority over business law in the United States is less unified compared with Europe.  Regulatory authority in the U.S. is separated across various regulatory entities. The federal government largely regulates the capital markets through the securities regulatory regime, although individual states have their own securities regulatory regime and will, among other things, regulate broker-dealers and investment advisors that do not register with the U.S. Securities and Exchange Commission.  Self-regulatory organizations (SROs), including the Financial Industry Regulatory Authority (FINRA) regulate many of the business activities of the members of the SROs including broker-dealers.  Lastly, internal corporate governance is left primarily to state corporate law.  Overlap nonetheless exists.  Insider trading, which can be viewed as violating an aspect of an insider’s fiduciary duty to a company’s investors, is largely regulated at the federal level in the United States.

What coverage of the FCPA is in the program?

How the U.S. government enforces business related law, including the Foreign Corrupt Practices Act (FCPA), is an important topic for foreign attorneys seeking to give advice to their corporate clients doing business in the United States.  The reach of the FCPA is broad and the program will give participants a view into the intricacies of enforcement, including criminal liability.

What can companies do to head off or lessen the impact of a U.S. government criminal investigation?

The consequences of a U.S. Department of Justice criminal action and a criminal conviction are large for corporations.  As we will discuss in the program, companies have several tools to reduce the risk of a criminal investigation or the consequences if such an investigation is commenced.  These include voluntary self-disclosure, remediation efforts, and cooperation with the government among other means.

Why is this program valuable to global business law professionals?

For any global business law professional seeking to give advice to companies that do business with the United States, the course will provide the framework to understand the key legal issues.