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Corporate Law

Accounting & Finance for Lawyers

Experiential Course Requirement? No Seminar? No Professional Responsibility? No Prerequisites: None Course Description: The course is an invaluable, sophisticated introduction to accounting, which is the universal language of business. It assumes no background in accounting and business and will be helpful in the practice of law, as well as in mastering basic tax and business …


Advanced Legal Research: Business and Tax

Experiential Course Requirement? No Seminar? No Professional Responsibility? No Prerequisites: Law I and II Course Description: Business and Tax Legal Research provides students with an introduction to business and tax related materials and advanced training on the finding and utilization of these materials for legal research purposes. Topics covered will include business forms, company filings …


Antitrust Law

Course Description: This course examines the statutory prohibitions upon cartel behavior and upon monopolization and attempts to monopolize, as well as the intersection of economics and the law with respect to how market power is identified and defined. The course also examines various business practices that allegedly either restrain trade or increase market power.


Banking Law

Experiential Course Requirement? No Seminar? No Professional Responsibility? No Prerequisites: none Course Description: A course on the formation, regulation, and governance of banking and related financial institutions. The course will examine “cyber banking,” including issues related to electronic cash, Internet commerce, the privacy of customer information, and the future of the payment system.


Boilerplate and Standard-Form Agreements Seminar

Course Description: This seminar examines how standard-form agreements interact with underlying legal norms, and whether, when, and how, should the law allow the forms to circumvent those underlying norms.


Business Associations

Experiential Course Requirement? No Seminar? No Professional Responsibility? No Prerequisites: None Course Description: This course provides an introduction to the laws governing business entities. We will examine the structure and characteristics of modern business organizations, particularly publicly traded and closely held business corporations. Significant emphasis is placed upon the nature of the corporate governance system …


Business Bankruptcy

Experiential Course Requirement? No Seminar? No Professional Responsibility? No Prerequisites: None Course Description: The course will focus on the business bankruptcy process, principally Chapter 11 reorganizations. Topics to be addressed include the basics of federal bankruptcy law, including the automatic stay, avoidance of fraudulent and preferential transfers, treatment of executory contracts, operation of a company …


Business Basics for Lawyers

Experiential Course Requirement? No Seminar? No Professional Responsibility? No Prerequisites: None Course Description: A one-credit course for students who need a basic introduction into business language, incentives, and concepts.


Business of Law

Course Description: In this course, students will analyze shifts in the market for legal services by reviewing literature from law, business, psychology, sociology, among others. They will also share insights with practitioners invited to join several seminar discussions. During the second half of the semester, each student will research, write, and present a paper on …


Business Torts and Unfair Competition

The first year course in Tort Law introduced the role of tort doctrines, such as intentional interference with protected legal interests, negligent breach of duty, strict liability and nuisance in the context of individuals suffering injury to their person or property as a proximate result of this tortious activity. In Business Torts and Unfair Competition …


Cannabiz: Exploring the “Legalized” Cannabis Industry

Course Description: This course will be an exploration of the risks inherent in entrepreneurial businesses, and the ways in which entrepreneurs embrace the possibility of failure to pursue opportunity.


Corporate Finance

Course Description: The course will provide a detailed review of the economics and rights associated with standard securities issuances, such as the sale of stock and bonds, and will also cover more complex and exotic financial instruments, including options, futures, pass-through certificates, and OTC derivatives.


Corporate Governance Law

Course Description: This course examines the role of in-house counsel in a major U.S. corporation. Topics of study include corporate organization, litigation management strategies, legal compliance, attorney-client privilege, the role of the Corporate Secretary, annual reports and annual meetings, among others. This course is part of the Distinguished Practitioners in Residence program.


Drafting Business Contracts

Course Description: This course will focus on the skills, techniques, and strategies that transactional business lawyers need to employ when drafting business contracts such as employment agreements, purchase and sale documents and joint venture contracts. The course will emphasize the practical over the theoretical and will give the students ample opportunity to hone their drafting …


Employment Discrimination Law

Experiential Course Requirement? No Seminar? No Professional Responsibility? No Prerequisites: none Course Description: This course addresses developments in civil rights law in the context of the workplace. We will look at the growing body of law designed to protect against discrimination based on race, gender, national origin, religion, age, disability and sexual orientation. The main …


Employment Law

Experiential Course Requirement? No Seminar? No Professional Responsibility? No Prerequisites: None Course Description: This course focuses on federal and state regulation of the employment relationship, including constitutional, statutory, and common-law restrictions on employer activities. Subjects covered include negligent hiring and retention, invasion of privacy, wrongful discharge, and unemployment insurance, among other topics.


Entrepreneurial Business Law Clinic

Course Description: Students enrolled in the EBLC assist young companies – not ready or able to hire attorneys – on a pro bono basis and offers legal service on matters such as business formation and governance, regulation of Internet commerce, employment contracts, due diligence, valuation and finance, licensing, and intellectual property issues.


Federal Income Tax

Experiential Course Requirement? No Seminar? No Professional Responsibility? No Prerequisites: None Course Description: The course provides an introduction to the basic principles of the federal income tax. The principal subject areas include: (1) characteristics of income; (2) allowable deductions and exemptions; (3) timing issues; (4) income splitting; (5) preferential tax provisions including capital gains; and (6) brief examination of …


Franchise Agreements

Course Description: The course will provide students with an overview of franchise law, drafting franchise agreements, franchisor/franchisee relationships, complying with conflicting state and international laws across the country and into Mexico and Canada, and the pertinent legal ramifications for both sides.


Governance in Action: Advising a Board in Times of Stress

Experiential Course Requirement? Yes Seminar? No Professional Responsibility? No Prerequisites: None Course Description: Examination of the complex and intertwined governance, securities laws and practical business issues presented when advising a board of directors in a transactional setting based on a hypothetical. This course is part of the Distinguished Practitioners in Residence program.


Health Care Agreements and Transactions Seminar

Experiential Course Requirement? Yes Seminar? Yes Professional Responsibility? No Prerequisites: Prior Health Law course is recommended Course Description: This course will examine the unique health care regulatory and industry features of common health care agreements and transactions.


Hot Money Seminar

Experiential Course Requirement? No Seminar? Yes Professional Responsibility? No Prerequisites: None Course Description: This course explores the legal regulation of financial speculators in a variety of financial markets, chosen by the students, that may include, among other things, sub-prime mortgages, short selling, information markets, hedge funds, private equity funds, venture capital funds, derivative markets (options, futures, and swaps, including …


Insurance Law

Insurance law is of great importance to all lawyers, whether they litigate or do office practice. This 3-hour course covers many insurance issues, including liability, coverage, exclusions, duties of good faith, and duty to defend. These issues will be discussed in the context of liability, property and personal insurance.The grade is determined by the final exam. There …


International Business Arbitration

Experiential Course Requirement? No Seminar? No Professional Responsibility? No Prerequisites: None Course Description: The course examines the international arbitration process and the legal framework of private contract, national law, and international treaties in which it operates. The course is relevant to lawyers with either a transactional or a litigation practice in an increasingly globalized world.


International Business Transactions

Experiential Course Requirement? No Seminar? No Professional Responsibility? No Prerequisites: None Course Description: This course introduces students to the classic procedures for resolving international disputes. We will look at negotiation, mediation, fact-finding, conciliation, arbitration and judicial settlement, as well as transitional justice institutions and restorative justice approaches. Our emphasis will be on how these mechanisms operate in contemporary disputes …


International Joint Ventures

This course provides an introduction to the issues associated with international joint ventures. Drawing primarily on case studies involving entertainment companies, topics include, among others, governance issues, choice of law, investment protection, antitrust and competition considerations, dealing with foreign counsel and exit strategies. The course also includes some discussion of the negotiation process and the …


International Mergers and Acquisitions

Course Description: Using a variety of case studies, this course explores issues associated with cross-border transactions involving both public and private corporations. Topics of study will include fiduciary issues, anti-takeover provisions, tender offers, elements of acquisition agreements, etc. This course is part of the Distinguished Practitioners in Residence program.


International Trade

Course Description: This course will provide background on the dynamics and the legal framework governing and impacting international trade. We will examine key trading treaties and the backgrounds leading up to these arrangements and resolving disputes under them. We will take a deeper dive into the alphabet soup known as WTO, TRIPS and GATS/TRIMS.


Investment Management Law

Course Description: This course examines the law of broker/dealers, investment companies, investment advisers, mutual funds, pension funds, hedge funds, private equity funds, and other institutional investors.


Labor Law

Experiential Course Requirement? No Seminar? No Professional Responsibility? No Prerequisites: Not open to students with credit for 8103.01 Course Description: This course will explore federal regulation of labor-management relations in private sector, focusing upon employee organizational and representational rights; selection of bargaining representative; collective bargaining process; contract administration and enforcement; and the union’s duty of fair representation.


Law and Economics

Course Description: This course examines these and similar questions by introducing the students to one of today’s most powerful schools of legal thought, Law and Economics. Law and Economics applies the basic tools of economic reasoning to legal doctrines and provides a set of tools for analyzing laws.


Lawyers as Leaders

Experiential Course Requirement? No Seminar? No Professional Responsibility? No Prerequisites: None Course Description: Through the cases and exercises, students will gain experience analyzing issues, exercising judgment, and making difficult decisions – the hallmarks of skillful leadership. The objective of the course is to help students think more broadly about leadership, increase their appreciation for the variety of leadership roles …


Lost in Translation: Can Your Client Hear You?

Experiential Course Requirement? No Seminar? No Professional Responsibility? No Prerequisites: Third Year students only Course Description: This “capstone” course will focus on issues facing a national insurance company in the hours and days immediately following a major national disaster. This course is also known as “Lost in Translation: Can your client hear you now?”


Mergers & Acquisitions

Experiential Course Requirement? No Seminar? No Professional Responsibility? No Prerequisites: None Course Description: This course explores the planning of corporate mergers, acquisitions, and reorganizations, examining the application and integration of state corporate law, federal securities law, accounting principles, tax law, labor law, products liability law, environmental law, ERISA, and antitrust law.


Nonprofit Organizations

Course Description: This course will examine the major aspects of governance and tax law issues affecting the nonprofit sector. The emphasis will be on the lawyer’s role in forming, securing recognition of tax exemption for, and counseling nonprofit entities, such as charitable organizations, foundations, museums, hospitals, universities, and advocacy groups.


Real Estate Development

Experiential Course Requirement? Yes Seminar? No Professional Responsibility? No Prerequisites: none Course Description: The course will take a practical, “hands on” approach to the multi-faceted area of real estate development law. Case studies based on actual, “real world” projects will serve as the backdrop for our examination of the myriad of legal disciplines that a real estate development lawyer needs …


Regulatory Compliance

Experiential Course Requirement? No Seminar? No Professional Responsibility? No Prerequisites: None Course Description: This course will analyze the legal, ethical and policy foundations of regulatory compliance: the effort to translate statutory requirements into compliant corporate and individual behavior.


Securities Regulation

Experiential Course Requirement? No Seminar? No Professional Responsibility? No Prerequisites: Any Business Association course or waiver from professor Course Description: The course covers the regulation of distributions of securities by issuers and their affiliates under the Federal Securities Act of 1933 and the regulation of the securities trading markets by the Securities & Exchange Act of 1934.


Small Business Finance

Experiential Course Requirement? No Seminar? No Professional Responsibility? No Prerequisites: Bus Assoc. Course Description: Uses a case study to integrate the many areas of law needed when handling the finances of a small business. We follow a business from start-up to equity investment, at each stage studying the commercial context, the contracts commonly used, and the practical and ethical consequences …


Taxation of Business Enterprises

Experiential Course Requirement? No Seminar? No Professional Responsibility? No Prerequisites: Federal Income Tax Course Description: We will study the basics of taxation of corporations, partnerships, and LLCs. Among other goals, this course will prepare a student to advise persons who are starting new businesses whether they should operate the business in either a corporation or flow-through entity (such as …


The China Connection

Experiential Course Requirement? No Seminar? No Professional Responsibility? No Prerequisites: Third Year students only; Business Associations is a prerequisite Course Description: This “capstone” course centers on problem solving and the skills and professional judgment required in transactional work. The course will emphasize application of practice skills such as critical thinking, negotiations, and writing for a …


The Hospital Problem

Experiential Course Requirement? No Seminar? No Professional Responsibility? No Prerequisites: Priority given to third year students Course Description: This “capstone” course will explore four segments related to hospital systems: advice to the corporations on the business deal; advice to the hospital and the private practice regarding unionization and labor issues; executive employment agreements for the practice plan leaders who …


Transactional Practice

Experiential Course Requirement? No Seminar? No Professional Responsibility? No Prerequisites: This course will be open only to 2L students and will satisfy the Appellate Advocacy writing requirement in Faculty Rule 5.06. Course Description: Students will explore the procedural and substantive aspects of transactional practice; conduct original research and write a formal report (in multiple drafts); provide a formal oral …


White Collar Crime

Experiential Course Requirement? No Seminar? No Professional Responsibility? No Prerequisites: Criminal Law Course Description: This course focuses on the investigation, prosecution and defense of white-collar crimes. Sophisticated criminal offenses often use power, influence or trust for the purpose of illegal gain or advantage. Offenses covered in this class include; fraud, corruption, money laundering, tax, obstruction of justice and other …