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Corporate Law

Accounting & Finance for Lawyers

Course Description:

This course examines accounting principles, the role of accountants, and legal issues concerning financial information. 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 …


Advanced Legal Research: Business and Tax

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 and SEC research, foreign and international business research, and primary and secondary sources for tax issues.


Antitrust Law

Course Description:

This course will provide a comprehensive introduction to the federal antitrust laws dealing with restraints of trade, monopolization and mergers. We will examine the history of these laws and of their development in the courts; current doctrine and the legal and economic theories that underlie it; the analytical tools of the trade; and the sufficiency …


Banking Law

Course Description:

A course on the formation, regulation, and governance of banking and related financial institutions. The course will have a significant focus on current developments, including the implications of the Dodd Frank Act, lending discrimination, and the convergence of banking with the securities, insurance, and other financial services industries. The course will examine “cyberbanking”, including issues related …


Business Associations

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 and the fiduciary obligations of directors and officers. A broad range of topics …


Business Bankruptcy

Course Description:

This course will provide a survey of business bankruptcy law, with emphasis on business reorganizations and liquidations under Chapter 11 of the Bankruptcy Code. Using problem sets, students will learn essential bankruptcy concepts, including: property of the bankruptcy estate; claims against the estate (secured, unsecured, priority, nonpriority); the operation of the automatic stay; the concept …


Business of Law

Course Description:

Dramatic changes have rocked the legal market in recent years. Outsourcing, global competition, contract lawyers, do-it-yourself websites, and telecommuting are just some of the forces affecting law practice. Clients are pushing lawyers to lower costs, organizations find it more difficult to train lawyers, and the competition for jobs has increased. Yet a vast number of …


Corporate Finance

Course Description:

Corporate Finance is designed to be an advanced course in capital formation and financial transactions, following a course in Business Associations and (optimally, but not necessarily) following or taken concurrently with Mergers & Acquisitions and Securities Regulation. The course will provide a detailed review of the economics and rights associated with standard securities issuances, such …


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. Prof. Sandman will be joined by James Johnson ’72, who served as chief legal officer for …


Employment Discrimination Law

Course Description:

A study of federal law prohibiting discrimination in employment on the basis of race, gender, sexual orientation,  national origin, religion, age, and disability.  We will focus on Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Reconstruction Era Civil Rights Act, and the Americans with Disabilities Act of …


Employment Law

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, unemployment insurance, employer’s duty to provide a safe workplace, and compensation for employees injured on the job. The course does not include …


Entrepreneurial Business Law Clinic

Course Description:

The EBLC offers a mix of clinical work with start-up businesses and early-stage entrepreneurs, and an academic component about transactional and business law topics. Students practice preparedness to form a legal entity after interviewing the client, reviewing their business model, and in-class collaboration; then, preparedness to address the primary legal needs of new businesses, issues …


Federal Income Tax

Course Description:

The course provides an introduction to the basic principles of Federal Income Tax. The principal subject areas include: (1) characteristics of income (what is included in income); (2) allowable deductions and exemptions; (3) timing issues; (4) income splitting; (5) preferential tax provisions including capital gains; and (6) brief examination of other methods of taxation including …


Hot Money Seminar

Course Description:

This course examines the appropriate regulation of investor funds that chase short-term trading gains in capital markets. Current financial news and events are at the forefront of class discussion.


Insurance Law

Course Description:

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

Course Description:

International arbitration is the primary method of resolving disputes that arise out of international business transactions. 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 …


International Business Transactions

Course Description:

Some familiarity with public international law and commercial law may be helpful but is not required. This is the general basic course on international business transactions. Issues covered include legal issues associated with financing commercial transactions, transnational contracts, and foreign direct investment in countries abroad. There will be some emphasis on international trade institutions, GATT …


International Joint Ventures

Course Description:

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.


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. We will examine …


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. In 1950, individual investors owned approximately 90%, and institutional investors 10%, of most large, publicly traded companies. Now, institutional investors own two-thirds or more of these same types of companies. As …


Labor Law

Course Description:

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:

Why and when should property be privately owned? How can a legal system minimize the social costs of accidents? Should the state regulate pollution? If so, how? What is the socially appropriate punishment for a crime? Why do we even need the law of contract? What are the purposes of default rules? This course examines …


Lawyers as Leaders

Course Description:

For generations, lawyers and people with legal training have used their skills to reach positions of influence in all spheres of public and private life. Combining readings on leadership theory, simulation exercises, and relying extensively on case studies featuring lawyers who have become successful leaders, this course develops a descriptive and normative picture of successful …


Lost in Translation: Can Your Client Hear You?

Course Description:

In legal practice, particularly legal practice in a large company in-house legal department, issues rarely present themselves in neat packages, one a time. Instead, events and decisions often arise quickly. They present themselves as a tangled whole – many issues, complex interrelationships, and conflicting implications. They usually involve multiple legal issues. Often, they must be …


Mergers & Acquisitions

Course Description:

Studies 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.  Prior or simultaneous class in Business associations recommended, but not required.


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. A broad range of basic legal rules, …


Real Estate Development

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 to master in order to be successful. Disciplines …


Regulatory Compliance

Course Description:

This course explores the theory, law and practice of regulatory compliance. Students will become familiar with the foundations of regulatory compliance, including legal underpinnings, ethics, and behavioral economics. Drawing on the U.S. Sentencing Guidelines and Federal Reserve rules, the course will explore the structure underlying compliance programs in both theoretical and practical applications, with a …


Securities Regulation

Course Description:

The course covers the sale of securities–from crowdfunding to private offerings to large, initial public offerings–under the Securities Act of 1933 and the JOBS Act, as well as the regulation of the securities trading markets and public company reporting by the Exchange Act of 1934, the Sarbanes-Oxley Act, and the Dodd-Frank Act. We will also …


Small Business Finance

Course Description:

Legal and financial issues arising from small and start-up businesses, from formation to initial public offering. Topics to be discussed include basic accounting and valuation techniques; transaction cost economics, relational contract, and entrepreneurial psychology; choice of entity; founder finance, including tax and bankruptcy issues; insider finance, including shareholder oppression and restraints on alienability; non-bank finance, …


Taxation of Business Enterprises

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 a partnership or limited liability company).


The China Problem

Course Description:

This course centers on problem solving and the skills and professional judgment required in transactional work. The background problem, entails advising a client on the risks and opportunities of forming a business or a joint venture in China. The course emphasizes the application of practice skills such as critical thinking, negotiations, and writing for a …


The Hospital Problem

Course Description:

Alliance State Hospital System is seeking to acquire a private practice network (Alliance Private Practice Network–APPN) of physicians to bring them onto their hospital staff. Physicians are currently affiliated with the Hospital but the majority of their compensation comes through the private practice. The proposed combination of APPN with the Hospital system requires consideration and …


Transactional Lawyering

Course Description:

Students will guide a fictitious company through a sophisticated transaction. As part of their representation, students will develop a procedural and substantive understanding of a transactional practice, and the roles transactional lawyers play. Students will be asked to draft several supporting documents, and ultimately turn negotiated business terms provided to them into a complex transaction …


White Collar Crime

Course Description:

White-collar crimes are non-violent, often complex criminal offenses involving lying, cheating and stealing. 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 …