Sunday, December 30, 2007

"I Think I Can, I Think I Can"

I too am at the mid-point in my law school career. As with most things in life, sometimes it feels like the time has flown and other times I can't even remember life before law school. One thing is certain, the longer I am a law student the more I am aware that, echoing Kelly here, "Law school is both about learning how to think AND ACT like a lawyer." I want to focus on the acting part and go in a slightly different direction . . .

First year I denied all of life around me and did nothing but hit, hit, hit the books. I was non-stop, focused, in the zone, and it was all-consuming. That was exactly the right tack to take. First year grades are so critical, you only get one shot, and you are laying the foundation for years to come. However, as second year rolled around I decided that I had to find a way to occasionally work life (family & friends) around being a law student. My law degree will not grow old and gray with me, in 60 years it will not sit next to me on the porch and talk as the sun sets on the years of my life. I have a sneaking suspicion that if we do not learn now as law students how to have a healthy balance, once we become lawyers and our Blackberries are blowing up every other second we will not be well-positioned to find the balance then. These are critical learning years in more ways than one.

Now, over Christmas break, I am faced with three substantial legal projects: a comment, an appellate brief, and a source check. This is an opportunity to build legal muscles. It's preparation for managing a multiple-case load, each with different but converging deadlines. This could be daunting, and to some degree it is, but even more so it's challenging and exhilarating. This is where the rubber meets the road and we find out that we really have been developing legal skills. We really do know how to digest and analyze complex legal problems. We really do know how to construct and draft briefs. Like the little engine that could ("I think I can, I think I can") we realize that we really are becoming lawyers.

We are learning how to think and act like lawyers.

Saturday, December 29, 2007

Class is Money

Another term is over; for my fellow 2Ls and I, this marks the half way point of our law school career. This semester has highlighted for me the true value of regular class attendance. Aside from the obvious point – learning the material – attending class is worthwhile for reasons that last beyond the confines of the semester. Job opportunities depend upon class rank, class rank depends upon grades and grades are completely dependent upon exam performance. Professors give tips to enhance exam performance in class; regular class attendance improves the odds of picking up these tips. While enhanced exam performance should be incentive enough, the real benefits of class attendance last long beyond exams.

Law school is about learning how to think and act like a lawyer. Timeliness, preparedness and decorum are essential to professional life; class attendance and in-class performance simply reinforce these habits. This includes the ethical motivation: we owe ourselves and our future our best, and that obligation begins in class. Furthermore, our professors are lawyers. The more time spent listening to, emulating and interacting with our professor-lawyer-mentors, the better equipped we will be to handle issues we will likely encounter in practice. We can hope that the more successful we are in our practices, the more lucrative our careers will be.

For a less lofty and more pragmatic reason to attend class, consider this. Each class hour costs about $50 tuition dollars.* Some may consider this a sunk-cost. The price of admission has been paid in advance so the choice to attend class on a particular day ought not to be affected by a previous investment decision. This reasoning, while comforting for those who choose not to attend class, is flawed. The investment decisions (to pay tuition; to attend class) are not unrelated. Return on a student’s tuition investment is affected, positively or negatively, by the student’s decision to attend or not attend class. There’s really no way around it, attending class affects each student’s ultimate bottom line.

*Estimated using the following: $15K tuition per semester, 15 credit hours, 16 week semester, 80% of tuition.

Sunday, December 23, 2007

Instalink for Marie

Congrats to Marie for getting an instalink from Glenn Reynolds for her post on It's A Wonderful Life. The only problem is the link is to Moneylaw and not this blog...

Friday, December 21, 2007

Bad Debt Deduction = Good Tax Policy

In her post below on the Mortgage Forgiveness Debt Relief Act of 2007, Marie wonders why the revenue loss wasn’t paid for by denying the bad debt deduction to the lenders for debt forgiveness excluded under the Act.

There are several good reasons why that would have been a very bad idea. First, a primary goal of our tax system is to measure (and tax) net income. These lenders have lost real money on these transactions and thus general tax policy supports the allowance of deduction for that loss. Denying the deduction as a stick to penalize the lenders further is not an appropriate use of our tax system.

There are instances where we have determined other policy goals trump a more accurate measurement of net income (for example, the general realization requirement). Perhaps this is another one of those situations, the policy of penalizing the “bad” lenders trumps allowing a deduction for money that is truly lost. In the end, this argument does not hold up. First, we know that not every lender out there holding the subprime bag engaged in deceitful practices so the penalty would be overbroad. Second, many lenders don’t even hold the loans anymore. They were sold to someone else who had no connection to the original loan. Unless we want to say that we should penalize people for even investing in this market, the denial of the deduction would not be affecting the “bad” people. Personally, I wouldn’t deny the deduction for anyone (even if we know they engaged in deceitful behavior) since again I don't believe the tax system is the appropriate tool for that but an overbroad denial would penalize many people with no connection whatsoever to the practices that many are now complaining about.

Another reason that denial of the deduction is bad policy is it would discourage lenders (or those who hold the debt) from forgiving the loans. Marie could probably tell us why there are still reasons why it would still be good for lenders to get bad loans off the books even if they would not get a bad debt deduction, but it is clear that a lender is more willing to forgive debt knowing that they will get a tax deduction.

Winter Solstice

In the Northern Hemisphere, the Winter Solstice occurs on December 22, 2007 at 1:08 AM EST; and at 6:08 AM UT (Universal Time). This moment marks the astronomical beginning of winter, and the shortest day and longest night of the year. For all but the most recent tick of the clock of history, darkness and cold pointed to one inescapable truth. Food and fuel might run out. Darkness and death might win against light and life.

This year, the winter solstice corresponds with the end of PSULaw exams. After days of looking down, look up at the night sky. It shines with the brightest stars: Orion, Canis Major, Gemini, Taurus. The brilliant light of these winter stars sailing farther into the western sky with each night are proof that light is on the rise.

Photo by Philip Appleton, SIRTF Science Center, Caltech

Tax Relief for Mortgage Default Income

Yesterday, President Bush signed into law the Mortgage Forgiveness Debt Relief Act of 2007. Under the tax code, a lender who forgives a borrower's debt must provide a form 1099 to the IRS reporting the forgiveness of indebtedness as income to the borower. The new legislation provides taxpayers who experience a home loan foreclosure or renengotiation resulting in forgiveness of indebtendness income with a three-year exclusion up to $2 million. Bush said during the signing ceremony: "The law will increase the incentive for borrowers and lenders to work together to refinance loans -- and it will allow American families to secure lower mortgage payments without facing higher taxes."

When one group of taxpayers gets tax relief, another group of taxpayers picks up the slack. The new law provides an estimated $1.153 billion in tax relief. It's paid for in part by imposition of new tax penalties for taxpayers who fail to file Sub S or partnership tax returns and an increase in corporate estimated tax payments due in 2012. The estimated revenue effects of the tax relief law are here.

If home mortgage borrowers are entitled to forgiveness for the income tax consequences of their default, who is to blame? Forgivness of indebtedness income corresponds with the forgiving lender's bad debt deduction. Why not eliminate the corresponding bad debt deduction for the lenders whose home mortgage loans produce a forgiven deficiency? Tax News reported that when the bill was before the House Ways and Means Committee in September, Rep. Kevin Brady, R-Texas, said that he wished the cost of paying for the relief was more tightly targeted to the lenders and real estate speculators who helped create the subprime lending crisis. Committee Chairman Charles B. Rangel's, D-N.Y. response explains it all for you. "It's so much easier to give the tax break than to pay for it."

Wednesday, December 19, 2007

It's a Wonderful Life

I love It's A Wonderful Life (Frank Capra, 1946). It's a gorgeous film and a moving story of conflict and redemption. And it's utterly free. Just click here to start the credits rolling in black and white on your laptop. The film was not particularly successful when it opened in theaters. It became a classic years later when it fell into the public domain and TV stations began playing it over and over during the lead up to Christmas.

I love It's a Wonderful Life because it's the greatest financial services movie ever made. Sure, Jimmy Stewart is unforgettable as George Bailey. And Donna Reed as Mary Bailey has permanently blown the curve in the annual competition for ultimate Christmas wife and mom. For me, though, the unsung star of the film is the Bailey Building and Loan.

At the beginning of the 19th century, there was no banking as we know it. Rich people needed safekeeping services to store gold or other forms of wealth, and banks provided secure vaults. The first depositary savings bank is thought to be the the Philadelphia Savings Fund Society, established in December of 1816. It launched an industry that profoundly changed the American economy.

Savings and loans emerged as small businesses that accepted cash deposits from customers and made loans to borrowers in the community. During the nineteenth century, as urbanization and wage income grew, savings and loans encouraged wage earners to save. They replaced extended family as a source of capital. And all in the nick of time to finance the rapidly growing consumer sector. A wage earner needed finance to acquire the "American Dream" consisting of big ticket items like a home and a car. The connection between savings and loans and the emerging consumer middle class was more than skin deep. As a regulatory matter, savings and loans were "of the people" in a way that banks were not. Depositors controlled the investment strategy deployed by savings and loan management. In contrast, equity investors, usually with no connection to the deposit community (e.g., Mr. Potter), controlled the management of banks.

The course of George Bailey's wonderful life, to his great frustration, tracks the fate of the Bailey Building and Loan. Throughout the film, George is the archetypal investor. He saves. He reinvests dividends. He takes the long view while the others around him mock him and snap up short term gains. He puts his core values first and his short term pleasure second. He feels shortchanged and foolish. He longs to escape Bedford Falls and engage in a conspicuous consumption trip around the world. But his father dies unexpectedly. George cancels the trip and instead takes his late father's staff as the shepherd of Bailey Building and Loan.

Just when George seems about ready to reap a return on his investment, life deals him another blow. State regulation prohibited savings and loans from maintaining their own deposit accounts (an odd feature of savings and loan law that persisted through the S&L debacle in the late 20th century). Uncle Billy, who plainly is not cut out for the demands of the financial services industry, walks the Building and Loan's daily deposit envelope across Main Street to the Big Bank which Mr. Potter controls. (I've used this scene many times to explain to clients why they should invest in electronic payment processing). Potter seizes Uncle Billy's mistake as an opening to destroy the Building and Loan.

Coincidentally, the savings and loan examiner is in the house. George feels the double-whammy crush of Potter's political and economic power. He worries he will face criminal prosecution for embezzlement, humiliate his family, and appear as a betrayer to his flock. (All criminal defense lawyers dream of the chance to defend a George Bailey). He considers his most liquid asset, a life insurance policy, with a paltry cash value. He contemplates suicide.

The famous part of the movie involves Clarence the Angel, the bridge, and a film noir look at Bedford Falls and its inhabitants as a kind of 1940's Breezewood, Pa. The Bailey Building and Loan doesn't figure prominently in George's redemption journey. But, in the end, George's twin investment strategies-- short term sacrifice for long term gain, self-sacrifice for the good of the community-- are vindicated. He sees the value of his strategy, and his own worth, as the inevitable and invaluable return on his investment.

The entire script of the film is here.

I've posted here my favorite scene. It takes place in the modest lobby of the Bailey Building and Loan. An economic panic has just swept through Bedford Falls. Depositors are pounding on the door of the Building and Loan demanding cash. Potter is buying claims against the Building and Loan for the proverbial cents on the dollar.

(Camera pans with George as he vaults over the counter quickly, speaking to the people.)

GEORGE: Tom! Tom! Randall! Now wait... now listen... now listen to me. I beg of you not to do this thing. If Potter gets hold of this Building and Loan there'll never be another decent house built in this town. He's already got charge of the bank. He's got the bus line. He's got the department stores. And now he's after us. Why? Well, it's very simple. Because we're cutting in on his business, that's why. And because he wants to keep you living in his slums and paying the kind of rent he decides. (The people are still trying to get out, but some of them have stood still, listening to him. George has begun to make an impression on them.)

GEORGE: Joe, you lived in one of his houses, didn't you? Well, have you forgotten? Have you forgotten what he charged you for that broken-down shack? (to Ed) Here, Ed. You know, you remember last year when things weren't going so well, and you couldn't make your payments. You didn't lose your house, did you? Do you think Potter would have let you keep it? (turns to address the room again) Can't you understand what's happening here? Don't you see what's happening? Potter isn't selling. Potter's buying! And why? Because we're panicky and he's not. That's why. He's picking up some bargains.

Now, we can get through this thing all right. We've got to stick together, though. We've got to have faith in each other.

MRS. THOMPSON: But my husband hasn't worked in over a year, and I need money. WOMAN: How am I going to live until the bank opens?
MAN: I got doctor bills to pay.
MAN: I need cash.
MAN: Can't feed my kids on faith.

(Now comes my absolutely positively most favorite part)

During this scene Mary has come up behind the counter. Suddenly, as the people once more start moving toward the door, she holds up a roll of bills and calls out:

How much do you need?

George and Mary, through their steadfast adherence to good, their commitment to each other, and to the value of sacrifice for the good of others, are a literary beacon of hope. The Bailey Building and Loan survives as a stalwart against Mr. Potter's power and greed because George and Mary and all the depositors of Bailey's Building and Loan stick together. We can't feed our kids on faith. We can invest and diversify to smooth out the bumps of life for ourselves and each other. As for Mr. Potter, he'll always be around with a higher salary, a swankier office, and a cigar. Mr. Potter is everywere. His seductive power is especially compelling when the chips are down, and doubt overtakes our confidence in the long term investment strategy. Here's a response to tuck away in your briefcase for when you meet your own Mr. Potter. "In the... in the whole vast configuration of things, I'd say you were nothing but a scurvy little spider." You may have money and the power that goes with it. But you are no match for George Bailey and the Bailey Building and Loan.

Monday, December 10, 2007

Make Lemonade Out of Lemons

As students retreat to the recesses of libraries and cafes to prepare for exams, I imagine they find one of two things inter alia: they were either taught or not taught.

When students review a course they were taught, there is a sense of peace and accomplishment. Students tie threads together and connect dots that might have seemed disparate and abstract throughout the course of the year. While there is minor wrestling, for the most part it's a wholly pleasant and intellectual exercise because it makes sense. After all, it was taught.

When students review a course they were not taught, the experience is quite different. Students feel frustrated as they dig through and wrestle with material, trying to make sense of something that never made sense the day it was covered (not taught) in class.

I must say that while the latter process is not ideal, in a bizarre way it is encouraging. After students graduate and are practicing lawyers, they will not have someone to teach them, they will have to teach themselves. Lawyers are life-long students of the law. If students can digest and make sense of complex material, teaching themselves the material, it bodes well for their future. Students pay $30k a year for actual teaching (not self-teaching), true, but in a circumstance like this what else can they do? They are stuck. So, hopefully the best of them can make lemonade out of lemons.

Good Credit for Sale

If you've got a bad credit score, don't worry one more minute. TradeLine Solutions, Inc. will sell you a better one. TradeLine's website explains that it will insert your name as borrower of record on a paid up mortgage, or assign to you a shelf corporation that's been aging long enough to have a credit history for scoring purposes.

Is this legal? In the FAQ page on the website, TradeLine explains: "Yes, it’s 100% legal. There are no laws prohibiting this practice. This technique has been used for many years by mortgage brokers, bankruptcy lawyers and real estate agents to help boost their client’s FICO scores. Our goal is to help you increase your score so that you can get financing at better terms and start saving money. " In a LA Times story over the weekend, Ted Stearns, the chief executive for TradeLine was a little more forthcoming. Stearns acknowledged that people will view his business as mortgage fraud. Not to worry, though. Though it's "possible" that his customers might face legal problems, "it is really hard to enforce the law."

Good luck with your business plan, Ted. A whole lotta lawyers read the LA Times and they don't take trash talk from the likes of you.

Hat tip to Consumer Law and Policy Blog for the LA Times story.

Friday, December 7, 2007

The Federal Bailout: Part I

On December 6, the President and Treasury Secretary announced a limited private response to the subprime mortgage crisis. RLR covered it here. At the same time, in the background the House Financial Services Commitee is working on a public response. Rep. Michael Castle (R-Del) introduced in November the Emergency Mortgage Loan Modification Act of 2007. The bill modifies the Truth in Lending Act to provide mortgage servicers a six-month 'safe harbor' from lawsuits by investors while servicers work out modifications to loan terms to stave off wide-spread default and foreclosures. The bill has drawn criticism that it retroactively affects private contracts ad may run afoul of constitutional protection for property rights.

The FDIC is urging a more conservative (and far more complicated) approach to the problem of investor disgruntlement. Through written testimony to the House Financial Services Committee, FDIC Chair Sheila Blair recommended that instead of a safe harbor style moratorium on investor litigation against servicers, the bill should impose, absent contract language to the contrary, an obligation on servicers to maximize the net present value of the loan pool for all investors, and expressly deeming servicers who implement across the board loan modifications as "acting in the best interests of investors," provided the modifications meet certain specified criteria. Bair's approach is more conservative than Castle's bill in that it clarifies servicers' obligations to investors in a way that is arguably consistent with existing law. But it is more aggressive, and costly for investors, in that it clamps down the lid on investors' legal redress against servicers forever, provided the servicer acts consistently with proposed provisions.

How Bad is It?

The Mortgage Bankers' Association (MBA) just reported that home mortgage foreclosures hit a record high in the third quarter of 2007. the new record is 0.78 foreclosures per hundred. The previous record, set in 2Q2007 was 0.65, more than double the rate 0.32 in 2Q2006.

MBA reported that 0.78 percent of all home mortgages entered the foreclosure process in 3Q2007. That's up from 0.65 percent in the second quarter - the previous record high - and more than double the 0.32 percent rate a year earlier. The total percentage of home loans in foreclosure as of 2Q2007 is also a record high 1.69 percent

How many loans are in trouble? One way to think about the magnitude of the problem is to consider the perentage of loans in default. MBA reports that 5.59 percent of borrowers are now at least 30 days late making their mortgage payments, which is just below the record high of 5.68 percent set in 1986. 1.26 percent of the borrowers were 90-plus days late. Record high rates of mortgage delinquency bode badly for the future. A high percentage of borrowers 90 days or more behind in their mortgage indicates that the borrowers have no options to sell, refinance or borrow against equity to make the payments and buy more time. For these borrowers, foreclosure is inevitable. MBA's economists predict that foreclosures and delinquency rates will continue to climb at least through the third quarter of 2008.

Thursday, December 6, 2007

What's the Deal with the Subprime Interest Rate Freeze?

This afternoon, President Bush and Treasury Secretary Henry Paulson announced an agreement among home mortgage investors to absorb some of the blow about to befall homeowners as their subprime mortgage interest rates reset. This isn't the government bailout of which Jeff laments. Nobody doubts that's coming. The plan announced today is a political maneuver in an election season by the White House to appear to be doing something to help American people in crisis. Paulson was guarded in his estimation of the impact of the plan on consumers. "[T]his plan is not a silver bullet, you're not going to be able to solve every conceivable issue. What five years does is it gives people, it gives us as a country, a chance to work through this housing cycle." A five year freeze gives the set of borrowers who qualify for it time to boost their credit scores, and build their income to qualify for a conventional prime home loan. What if five years isn't enough time? Paulson said,"Under the worst condition, you're going to go through a refinancing program five years from now but we'll have five years to deal with it." The unspoken subtext: "And this problem will be on the desk of another president." FDIC Chair Sheila Blair, in a press conference of her own this afternoon, spun loud and clear: "I applaud Secretary Paulson's vision in recognizing that we are in a virtually unprecedented credit environment and that difficult choices have to be made."

That said, the plan is no small accomplishment. Paulson, with the political muscle of the White House, appears to have brokered a deal among investors who hold subprime mortgage portfolios to freeze home mortgage rates for an estimated 1.2 million homeowners . Paulson said at a press conference today: "I saw a role for government here -- to convene market participants with common interest to determine if, and then how, they could develop a shared framework to address both the market complexity and the upcoming value of mortgage resets." (Reuters coverage here.).

The story I have yet to see reported is how this deal was made. We can infer a little from the terms. Key mortgage investors agreed (with no remedy for breach) to freeze in place the starter or "teaser" interest rate on some home mortgages. The agreed freeze only affects borrowers who are current on payments and who can make monthly payments under the teaser rate. Borrowers who are currently or previously in default get no freeze. And, borrowers who don't have the financial ability to make payments at the teaser rate get no benefit under the plan. Moreover, there's no freeze for borrowers financially capable of paying the higher reset rate. Regardless of the borrower's payment or financial status, the plan covers only mortgages with adjustable rates that will reset beginning in 2008. Borrowers with mortgages that have already reset together with those who are in default or otherwise can't make the teaser rate payment on their loans remain at square one. They will have to "work with" their mortgage servicers on an individual basis to save their homes from foreclosure.

It appears that mortgage investors agreed that taking a little pain voluntarily would build their public image as responsible citizens, perhaps enough to garner the support they'll need in upcoming months to escape open heart surgery without anethsthesia at the hands of Congress. Perhaps the driver for investors' acceptance of the plan is fear of litigation over modification of loans for which the lender is not easily identifiable after layers of securitization. An agreement among investors to freeze rates on a set of loans across the board could blunt expensive inter-investor litigation.

The effect on investors of the plan is nothing, nothing at all, compared to what the Democratic presidential front runner has in mind for them. Yesterday, news of Paulson's plan leaked as Hillary Clinton was presenting her own plan for resolving the subprime mortgage crisis during a speech in NYC and later in an interview on CNBC. (see video here.). Clinton proposed a $5 million gift from the government care of US taxpayers to help communities cope with foreclosures. She pointed a menacing finger of blame in the direction of "corporate America." "Wall Street helped create the foreclosure crisis, and Wall Street needs to help solve it." (coverage of Clinton's speech here).

Master and Servant

Thank you Kelly for pointing out who is the true master of the universe. (Clue: It's neither Kahn nor Reilly). For those of you who are believers or might be as exams roll in:

But we hold this treasure in earthen vessels, that the exceeding greatness of the power may be of God; and not from ourselves. 2 Corinth. 4:7

Weighing in on Mastering the Universe

Much can be said for which area of specialty in the law is superior; we all have our bias. Since we are on the topic, though, I thought I would note that underneath all of the law (including Tax and Bankruptcy) is historical context. For one who truly wants to master any area of law, it is essential to first gain a solid foundation in the history, social policy and philosophy of the law. Only by knowing where we as a society have been, can we hope to begin to understand the intricacies of our discipline. So many pages in our casebooks are devoted to understanding the historical context of the law, and for good reason. Even our Tax Prof makes every effort to highlight the policy behind the oft-times unintuitive Internal Revenue Code. So, I think anyone who wants to truly “master the universe” of law, must first master history and philosophy!

The Holiday Season is upon us, which means that finals are almost here (gasp!). As hard as it may be, it is important to stop and remember that there is life outside of law school. Today is the Feast of St. Nicholas, and while it is not celebrated nationally, it is easy to see how this Advent Saint has become a part of our cultural fabric in the form of Santa Claus. St. Nicholas lived a life of charity and love; by remembering his good deeds and seeking to mimic them, we can celebrate this season in a way which keeps us mindful of the needs of others and thankful for the many blessings we have.

Wednesday, December 5, 2007

"Will Reorganize Bankruptcy Estate for Food"

Based on this story, if the government is willing to bail out people who make lousy financial decisions then we won't need bankruptcy lawyers much longer.

Tuesday, December 4, 2007

My School Rules Your School

U.S. News released online its rankings of US high schools. It analyzed data on 18,790 schools and ranked 505 schools from 40 states. State College Area High School received a silver medal ranking. Go Little Lions!

The Way In is the Way Out

by Thomas Merton

My Lord God, I have no idea where I am going.
I do not see the road ahead of me.
I cannot know for certain where it will end.
Nor do I really know myself,
and the fact that I think I am following your will
does not mean that I am actually doing so.
But I believe that the desire to please you
does in fact please you.
And I hope that I will never do anything apart from that desire.
And I know that if I do this you will lead me by the right road,
though I may know nothing about it.
Therefore, I will trust you always
though I may seem to be lost and in the shadow of death.
I will fear not, for you are with me,
and you will never leave me to face my perils alone.

Monday, December 3, 2007

A Reply to Masters of the Universe

Tax is a good ride. I have to disagree with Jeff and WSJ Law Blog though. Despite a few data points in your favor, tax lawyers are not masters of the universe, at least not by themselves. Here's why. Unless a tax wonk works for the IRS, mastery of the Tax Code is but a single tool to reduce liability relative to assets, and to increase income relative to expense. A true tax master knows that the best tax planning from the swankiest most expensive tax lawyer is a but a cog in the wheel of fortune. The universe allows for the persistent possibility of insolvency. When the wheel stops on the red square marked "Belly Up"-- all the little gods of the solvent world step aside for the warrior armed with the Bankruptcy Code. The demi masters stand in safety and only watch the end game (in this life) where failure and redemption meet the rule of law at the hands of the Chosen.

Master of the Universe

As we get close to another semester and students picking new classes, this should settle the debate on whether to take that tax course or some other (less important) commercial course like antitrust or bankruptcy.