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The Diamond Graduate Program

LL.M. and J.S.M. in Financial Services with a
Concentration in Bankruptcy Law

LL.M. (Master of Laws): Persons who already have received a J.D., or a professional degree in law from a foreign university, are eligible for admission to the program leading to the LL.M. in Financial Services with a Concentration in Bankruptcy Law.

This degree is intended primarily for lawyers who wish to enhance their marketability in the legal job market or change areas of law practice. It will not qualify students for admission to the Bar. While basic courses in Bankruptcy and Secured Transactions are helpful, they are not required for admission to the program.

J.S.M. (Masters of Science in Law): Persons who have not received a J.D. or other professional degree in law are eligible for admission to the program leading to the J.S.M. in Financial Services with a Concentration in Bankruptcy Law.

This degree is most useful for accountants, bankers, insolvency professionals and others who possess at least a Bachelor's degree and want a Master's degree from an accredited institution demonstrating their familiarity with bankruptcy law. It will not qualify students for admission to the Bar.

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Graduation Requirements

  • 24 units of course work including three required bankruptcy courses.
  • Courses may be taken part-time or full-time

Courses of Instruction in the Bankruptcy Concentration

Required Courses:

Business Bankruptcy (3 units)

This course will examine business reorganizations under Chapter 11 of the Bankruptcy Code. It will cover all aspects of Chapter 11 from filing to confirmation of a plan of reorganization, conversion or dismissal. Topics to be covered include good faith; venue; retention and compensation of attorneys, accountants and other professionals; first day orders; use of cash collateral; sale and lease of property; post-petition financing; small business and individual Chapter 11 cases; reshaping the bankruptcy estate through the Strong-Arm Clause, voidable preferences and fraudulent transfers; negotiation of a plan of reorganization; requirements for confirmation; voting on the plan; cram-down and the Absolute Priority Rule; effects of confirmation; modification of the plan.

Consumer Bankruptcy (3 units)

This course will cover all aspects of consumer bankruptcy including both Chapter 7 liquidations and Chapter 13 debt adjustment. Topics to be covered include the principles of the fresh start and equality of distribution; the roles of the trustee in bankruptcy and United States Trustee; eligibility and the "means test"; good faith and "substantial abuse"; the automatic stay; property of the estate; discharge, challenges to discharge and dischargeability; treatment of secured creditors; claims and distribution; reshaping the bankruptcy estate through the Strong-Arm Clause, voidable preferences and fraudulent transfers; requirements for confirmation of a Chapter 13 plan; the Best Efforts and Best Interests of the Creditors Tests; modification of Chapter 13 plans.

Bankruptcy Procedure (3 units)

This course will examine procedure in the Bankruptcy Courts. Topics considered will include the following: (1) the jurisdiction of the bankruptcy courts, including the authority of the bankruptcy courts to conduct jury trials; what issues are "core" matters; and appellate jurisdiction in bankruptcy matters; and (2) practice under the Federal Rules of Bankruptcy Procedure. The course will include simulations and the drafting of pleadings, discovery requests, orders and judgments in bankruptcy.

Elective Courses:

Bankruptcy Taxation (3 units)

This course will examine the tax aspects of bankruptcy. Taxation is an emerging sub-specialty in bankruptcy practice. The course will consider such areas as the post-confirmation carry forward of losses, and tax planning for entities in financial difficulty. Either Bankruptcy Taxation or Bankruptcy Accounting and Financial Reporting is required for the Concentration in Bankruptcy.

Bankruptcy Accounting and Financial Reporting (3 units)

This course will familiarize students with accounting practices and procedures related to bankruptcy. The course covers the accounting principles and financial documents required in a bankruptcy case including monthly operating statements and disclosure statements, as well as pro-forma financial statements prepared as part of a proposed bankruptcy plan. LL.M. students without a substantial accounting background (e.g., CPA or equivalent) are strongly urged to take this fundamental course to comprehend, interpret and analyze financial data in determining whether an entity is financially viable and whether it can be reorganized or should be liquidated. Either Bankruptcy Taxation or Bankruptcy Accounting and Financial Reporting is required for the Concentration in Bankruptcy.

Thesis I (3 units)

This course is required in the first trimester for all students who have not graduated from an American law school. This course provides an overview of all concentrations in the program as well as a foundation for online study. The course approaches each concentration from a research perspective, focusing on online fee-databases but not neglecting other online and brick-and-mortar research resources, such as traditional libraries. The course also provides the students an opportunity to experience the different types of teaching tools employed in the program, from group projects, P-S Socratic, S-S critique, open discussion, research based problems, and a final paper. Students from all concentrations form a strong bond (a cohort) through initial social biography introductions and are then taught to use web based communication technology such as chat and skype. Students will complete this course empowered to undertake solo research as well as be in the position to formulate library acquisition strategies for a firm. The course walks each student through various research techniques, such as finding and qualifying the accuracy of primary source laws, for any jurisdiction; case law and qualifying its precedent for many jurisdictions; and treatises about subjects of law of many jurisdictions. All students will be required to experience the following databases: Tax Analysts, CCH and CCH International, BNA and BNA International, IBFD, Thomson's Checkpoint and its many subsidiaries such as Sweet & Maxwell and World Law, World Tax Executive Strategies, Lexis' Bankers Trust, CompliNet, IBLS, Butterworths, QuickLaw, Westlaw and Lexis-Nexis. Further, students will obtain research skills for academic databases and e-libraries such as Hein, e-library, and info-trac. During this course, students must individually and in group assignment brief various cases from a variety of common law and civil law jurisdictions. Students will also research and analyze various laws in a variety of legal systems to provide them a broad understanding of international approaches. Students complete this course by submitting their two page Thesis description on a topic chosen by the student, generally using the Yale methodology, and mapping a time line from start to finish. The student is encouraged to find and use a thesis supervisor (subject matter expert) that will guide the student through research rabbit holes. Attached to the thesis description must be a 10 page pathfinder, similar to a bibliography but including a brief review of each resources. This pathfinder normally correlates to the topic that the student wants to pursue for his/her final Thesis (in Thesis ll).

Thesis II (3 units)

In this required course to graduate, each student must author a forty page (at least 12,000 words) LLM thesis with a minimum of 10 unique sources and 120 footnotes. Continuing from Thesis 1, students explore further research skills sets as these relate to specific thesis topics. Students begin this course by re-submitting their three page Thesis description from Thesis 1, generally using the Yale methodology, and qualifying the time line. The student is encouraged to publish the thesis after course completion. The thesis tests the students ability to independently identify the issue, address a research methodology for the issue, create an outline, think laterally but hone in on the relevant, as well as author a quality professional article. This course continues with the study of international jurisprudence and international research. During this course, students must individually and in group assignment brief various cases from a variety of common law and civil law jurisdictions. Students will also research and analyze various laws in a variety of legal systems to provide them a broad understanding of international approaches. This course requires the students to undertake a cursory examination of European Union jurisprudence as it relates to taxation, the freedom of establishment, and state aid. Further, this course examines techniques employed by AMLRO/BSA Officer in undertaking due diligence and examining financial crimes.

International and Comparative Bankruptcy (3 units)

This course will compare American bankruptcy practice with consumer and business bankruptcy and insolvency proceedings in different parts of the world including countries in Europe, Asia and Latin America. It also will cover cross-border bankruptcy under Chapter 15 of the Bankruptcy Code and the UNCITRAL Model Law on Cross-Border Insolvency.

Compliance: Law of Consumer Financial Services (3 units)

This course will cover consumer financial services including the regulation of mortgage lending, credit and debit cards, Equal Credit Opportunity, and other related topics.

Loan Workouts, Collections, and Foreclosure (3 units)

This course will cover the law and practice governing loan workouts in commercial credit and consumer credit transactions, the Fair Debt Collection Practices Act, foreclosure on home mortgages and on income property, and other topics related to the process of debt resolution outside bankruptcy.

Secured Transactions (3 units) (offered jointly in the J.D. and LL.M. programs)

This course provides an introduction to commercial transactions under Article 9 of the Uniform Commercial Code, including the creation, attachment and perfection of security interests in personal property and fixtures, enforcement of security interests through repossession, foreclosure and disposition of collateral, and consumer rights in auto repossessions and foreclosures. Attention will also be given to the creation, perfection and enforcement of real property mortgages, to motor vehicle transactions under the Uniform Certificate of Title Act, and to the enforceability of security interests and mortgages in bankruptcy.

Career Services for Students and Alumni

  • Full-time Career Services Department staff are available to provide advice, job listings and assistance
  • Biweekly interactive online presentations by recruiters, Career Services staff, faculty, and others on the job market, job seeking methods and skills, and career planning
  • Networking with alumni and students of the Diamond Graduate Program worldwide (over 100 countries)
  • Thomas Jefferson School of Law's highly successful Summit Bar preparation program available to LL.M. candidates who are eligible to sit for a Bar examination. (However, please note that completion of the online LL.M. or J.S.M. program does not qualify students for the Bar. An on-campus LL.M. program is available to foreign law graduates who wish to qualify to take the Bar examination in certain states.)

Tuition and Fees

For the 2009-2010 school year, tuition in the L.L.M. and J.S.M. program is $1150 per credit unit, including all fees.

Bankruptcy Law Faculty

Assistant Dean Arnold S. Rosenberg

Dean Rosenberg directs the Bankruptcy Law Concentration within the Diamond Graduate Program and teaches Consumer Bankruptcy. Currently the incoming Chair of the State Bar of California Business Law Section Consumer Financial Services Committee, former Co-Chair of its Uniform Commercial Code Committee, and member of the Steering Group of the American Bar Association International Law Section Commercial Transactions, Franchising and Distribution Committee, he taught Bankruptcy and commercial law courses as a full-time faculty member at Thomas Jefferson School of Law for seven years before becoming Assistant Dean in January 2009.

Dean Rosenberg graduated in 1976 from Harvard Law School, where he studied Bankruptcy and Commercial Transactions with Prof. Vern Countryman and won the West Publishing Company Hornbook Award for Outstanding Scholastic Achievement. Formerly a partner in Bancroft, Avery & McAlister, San Francisco, where his practice emphasized commercial and tax litigation, bank regulatory proceedings and bankruptcy, Dean Rosenberg was General Counsel of a commercial bank and practiced law for 25 years before going into teaching.

A consultant to the World Bank on bankruptcy law, Dean Rosenberg has published extensively on international and comparative commercial law and consumer financial services and in 2008, taught Comparative Bankruptcy at Zhejiang University in Hangzhou, China. Dean Rosenberg also has taught as a Visiting Professor at the University of Kansas School of Law.

Professor Richard Frimmer

Professor Frimmer is an Adjunct Professor in the Diamond Graduate Program, teaching Business Bankruptcy. Head of the Corporate Group at Luce, Forward, Hamilton & Scripps in San Diego and a 1976 graduate of Harvard Law School, Frimmer has over 30 years of experience as counsel to public and private organizations on turnaround implementation. For the past 15 years, he has carved out a national practice representing high yield mutual funds and hedge funds in restructuring troubled public and private debt, both in and out of bankruptcy, including turnarounds totaling over $1 billion. Frimmer has substantial experience in indenture trustee and bondholder investments and workouts of defaulted transactions and in restructuring troubled public and private debt. Also a Certified Public Accountant, he acts as counsel in nearly every aspect of the restructuring process, including bankruptcy proceedings.

Professor William Smelko

Professor Smelko is an Adjunct Professor in the Diamond Graduate Program, teaching Bankruptcy Procedure. An alumnus of the University of Michigan Law School, Prof. Smelko has over 27 years of experience as a bankruptcy attorney representing consumers and businesses in cases in the U.S. Bankruptcy Courts and in bankruptcy appellate matters.

Professor Grant W. Newton, CMA, CPA, Ph.D.

Professor  Newton is an Adjunct Professor in the Diamond Graduate Program, teaching Bankruptcy Taxation and Financial Reporting. Prof. Newton also has been a Professor of Accounting at Pepperdine University and teaches in the St. John's University LL.M. in Bankruptcy program. He is author of Bankruptcy and Insolvency Accounting: Practice and Procedure, 6th edition (2000 and updated annually) and co-author with Gilbert D. Bloom of Bankruptcy and Insolvency Taxation, 2nd edition 1994 and updated annually) published by John Wiley & Sons.

Professor Newton is the Executive Director of the Association of Insolvency and Restructuring Advisors. He previously developed the common body of knowledge needed by accountants and financial consultants working in the insolvency and reorganization field, as well as the three courses that lead to the Certified Insolvency and Reorganization Accountant (CIRA) designation.

Professor Newton was a member of the AICPA's Task Force on Financial Reporting by Entities in Reorganization Under the Bankruptcy Code that resulted in the issuance of Statement of Position 90-7. He has advised both national and local CPA firms on issues dealing with financial reporting (during and emerging from chapter 11), valuation, terms of plan, tax impact of plan, tax issues related to the bankruptcy estate and recovery of assets. He has presented CPE courses for the AIA, AICPA and many state societies and has spoken on the subjects of bankruptcy and insolvency accounting and management accounting to many professional groups, including American Bankruptcy Institute, California Bankruptcy Forum, Institute of Management Accounting, Norton Institute on Bankruptcy, Practicing Law Institute, American Bar Association, California Bar, North Carolina Bar, New Mexico Bar, Arizona Bar and many chapters of the Institute of Management Accounting.

Professor Newton received his Ph.D. degree from New York University, his Masters degree from the University of Alabama and his B. S. degree from the University of North Alabama from which he received the Alumnus of the Year award in 1992. He is a past president of the Institute of Management Accounting, Los Angeles Chapter, and has served as national director for the IMA. He is currently a member of the Board of Directors and President of the Association of Insolvency Accountants and served as a Council member of INSOL International for seven years. He is a member of the Board of Directors of the American Bankruptcy Institute and a board member, Treasurer, and fellow of the American College of Bankruptcy. A member of the California Society of Certified Public Accountants and the American Institute of Certified Public Accountants, he previously taught at the University of Alabama and in the California State University system.

Professor Richard Stephenson

Professor Stephenson is an Adjunct Professor in the Diamond Graduate Program, teaching Compliance: Consumer Financial Services. An alumnus of Claremont McKenna College and the University of San Diego Law School, Prof. Stephenson served as Senior Vice President and Chief Compliance Officer and, for over three years, as General Counsel, Home Loans and Consumer Lending at Washington Mutual, where he led a team of over 30 lawyers and paralegals supporting mortgage lending, credit card, consumer lending and e-commerce operations. He previously was Of Counsel to the Financial Services Practice Group of Morrison & Foerster, LLP, and Senior Counsel at Bank of America where he was primary counsel to BankAmerica Mortgage Group, Bank of America's mortgage lending division, and provided legal advice to other Bank of America divisions on consumer credit, retail banking, fair lending, privacy, and vendor contract matters.

Professor Michael O'Halloran

Professor O'Halloran is an Adjunct Professor in the Diamond Graduate Program, teaching Consumer Bankruptcy. A nationally-known author and speaker on bankruptcy law, he is one of fewer than 100 Certified Specialists in Bankruptcy Law certified by the State Bar of California Board of Legal Specialization, and is Board certified in both Business Bankruptcy and Consumer Bankruptcy Law by the American Board of Certification. A graduate of the University of Southern California School of Law, Prof. O'Halloran clerked for the U.S. Bankruptcy Court and has practiced bankruptcy law for more than 26 years.

Fall 2009 Course Information

The following courses in the Bankruptcy Law Concentration are expected to be offered in the fall semester 2009:

  • Business Bankruptcy
  • Bankruptcy Procedure
  • Compliance; Consumer Financial Services
  • Secured Transactions (jointly with J.D. program)

In addition, Consumer Bankruptcy may be offered in the fall if a suffieient number of entering students have not previously taken an introductory Bankruptcy course. Otherwise, it will be offered in the spring.

LL.M./J.S.M. Courses for CLE and CE Credits

Non-degree candidates may enroll for individual courses in the Diamond Graduate Program. Thomas Jefferson School of Law is a qualified provider of Continuing Legal Education pursuant to the rules of the State Bar of California and courses may qualify for Continuing Education credit in several other states, including New York and Illinois.

The Diamond Graduate Program also is a provider of Continuing Education approved by the American Academy of Financial Management and several other non-legal professional organizations. Courses may qualify for continuing education credit under the rules of those organizations.

You are advised to consult the rules of each jurisdiction or organization to determine whether a particular course would be eligible for continuing education credit.

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