Business Law

Antitrust & Mergers Using recent real world examples, this course will examine the application of U.S. antitrust laws to evaluate the competitive effects of mergers. The relevant statutes covered will be the Sherman Act Section 1, the Clayton Act, the FTC Act, the Hart-Scott-Rodino Act and EU Title 81. The course will begin with an examination of these statutes and the two federal agencies jointly Merger Guidelines. It will then move to examine the relevant case law, FTC decisions and DOJ statements on product market definition, geographic market definition, competitive effects analysis, and the increasing importance of efficiencies in merger analysis. The course will end with an examination of the divergent views on merger analysis between the U.S. authorities and the EU. The course will deal with the antitrust laws of the United States, a topic covered by the law schools current course on antitrust. The proposed course, however, will focus on the application of antitrust laws to mergers and the merger review process conducted by the federal agencies and the EU. Suggested prereq or co-req: Antitrust Close Window

An introductory examination of the law applicable to contemporary forms of business enterprise: the general partnership, the limited partnership, the limited liability parternship (LLP), the limited liability company (LLC), and the corporation. The course begins with an introduction to the principles of agency, which govern all these forms of enterprise. The course then explores the process of organization, formation and capitalization, limits on investors personal liability, and the role of fiduciary duties in different business contexts. We will then examine how these duties are enforced under state (and some federal) law. This course is a general introduction to the field. Students who take Business Associations may not take Corporations or Small Business Entities. Close Window

An introductory examination of the law applicable to corporations. This course examines the process of formation and capitalization of corporations, the concept of limited liability, and the role of fiduciary duties in corporate governance. We will examine how these duties are enforced in different settings (public corporations and closed corporations); under state and federal law; and some other recurring litigation and planning issues. Students who take Corporations may not take Business Associations. Close Window

A study of the basic laws relating to federal income taxation of the individual. Included are problems relating to computing gross income, the reduction of gross income to taxable income, and the recognition and character of gains and losses from disposition of property. Close Window

This course will survey the fundamental legal principles governing selected kinds of insurance including: automobile, fire and property (homeowners), liability, life, health, and disability. Among the topics examined will be the formation and operation of the insurance contract, coverage and exclusions, insurable interest, the claims process and subrogation. A practical approach will be featured, placing students in the roles of attorneys for the insurer, insured and third party claimant as issues are discussed. Close Window

This course provides an introduction to basic financial accounting, auditing, and finance for students who have not previously taken an accounting course. The course will be limited to such students unless they receive permission from the professor. Accounting topics will include basic accounting procedures and principles, and the analysis of basic financial statements including the balance sheet, income statement, and statement of cash flows. Auditing will focus on the role of the auditor and the meaning of audit reports. Finance topics will include "time value of money" issues and business valuation topics. All topics will emphasize implications for the legal profession. This course has been revised and has been increased to three (3) credits in order to provide necessary business background and greater depth in each topic area. Close Window

Administrative law establishes the legal controls over the operation of government and hence it relates to almost every legal practice, from security regulation to social programs to criminal justice. Indeed, administrative law is essential to justice in a modern society because administrative agencies generate most of the law that actually affects our lives and because administrative agencies adjudicate far more disputes than the traditional judiciary. This course is an introductory examination of the rules and procedures governing agency decision making. It explores (1) how agencies make policy and (2) how businesses, interest groups, and citizens challenge agency policymaking in court. Close Window

Admiralty Law: A comprehensive survey of contemporary maritime law. Topics to be addressed include admiralty jurisdiction and procedure, the creation and enforcement of maritime liens, limitation of liability, maritime contracts, ship mortgage law, marine insurance contracts and principles, bills of lading, general average, and other maritime cargo issues, pilotage, towing, salvage, the law of seaman's injury and death, mariner's licensure, dealing with the modern piracy challenge, and an introduction to maritime environmental law. The course will have a practical focus, emphasizing legal concepts and practice tips of particular use to counsel representing ship owners, operators, seamen, marine insurance carriers, cargo interests, and others on a day-to-day basis. Close Window

A study of restraints of trade, mergers and monopolies. The central concern of the course is to analyze what laws are necessary to protect a system in which goods are allocated by competitive markets. Close Window

Bankruptcy Survey This course will examine the federal Bankruptcy Code. Issues to be discussed include property of the estate, the automatic stay, claims, preferences, exemptions, priorities, and discharges. We will review these issues as they arise in liquidations under Chapter 7, corporate reorganizations under Chapter 11, and wage earner adjustments under Chapter 13. Students enrolling in this course can not also register for nor have taken Law 421 Business Bankruptcy, Law 406 Consumer Bankruptcy. Close Window

This class will cover the legal structure of covenants and servitudes organizing modern community associations. The number of community associations has increased exponentially over the last two decades as local governments have increasingly looked to the private sector to provide amenities and services historically provided by such governments. In addition, these entities have become more prominent as the development focus has been on higher density housing and mixed use developments which combine commerical and residential uses in integrated planned developments. This course will consider the corporate and governance functions of community associations and the legal documents which provide the contractural framework for such governance. Coverage will include discussions of the respective roles and functions of the various parties involved in the formation, management and operation of Community Associations including local government and zoning officials, land planners, developers, investors, lenders, homeowners, boards of directors, property managers, homeowners committees and citizens groups. Class time will consist of a combination of lectures coverning textbook materials and posted reading materials, discussion and consideration of posted problems corresponding to topics covered in class, role playing, and document drafting exercises. Close Window

This short course will examine a range of coporate law governance issues from the comparative perspective illustrating the similarities and differences between approaches taken in the United States and in the European Union. Materials will include the OECD Code, NACD Agreed Principles, the EU Commission Action Plan, Sarbanes/Oxley legislation and EU Commission Recommendations. The subjects will range from director's remuneration, takeover regulation to transparency obligations. The course will examine corporate governance issues from both American and European points of view. Close Window

This seminar explores current topics in the field of corporate governance, drawing on business and finance sources, as well as traditional legal materials. The class will delve into corporate theory, the increasing activism of boards of directors, the emerging powers of institutional shareholders, and the changing balance between shareholders, board, and management, and the impact of the courts in encouraging business enterprises. There will be a field trip. Satisfies the writing requirement. Close Window

Corporate Taxation: This course is an introduction to the federal income taxation of corporations and their shareholders. Topics covered will include the tax classification of business entities, incorporation and capital structure, taxable and non-taxable dividends, stock redemptions, corporate liquidations, corporate reorganizations, and an overview of "S corporations". Prerequisite: Law 311 Federal Income Tax Recommended: Law 303 Corporations or Law 320 Business Associations. Close Window

This is a seminar addressing the challenges of drafting to facilitate corporate transactions and meet public company disclosure obligations. This course will focus on understanding and manipulating standard agreement forms such as a stock purchase agreement, an asset purchase agreement and related ancillary agreements. The course also will address some of the intricacies of drafting securities laws disclosure. Prerequisite: Law 303 Corporations or Law 320 Business Associations. Close Window

International Taxation: This course is an introduction to the United States income tax treatment of income derived from foreign sources by U.S. persons, including legal entities, and income derived from U.S. sources by foreign persons. Topics covered will include the tax classification of persons as U.S. or foreign, the different treatment of different types of income (for example, investment versus business income), certain "inbound" and "outbound" transactions involving U.S. and foreign corporations, U.S. withholding taxes on income of foreign persons, the deferral of U.S. tax on foreign-source income of foreign corporations controlled by U.S. persons, the U.S. tax credit for foreign income taxes of U.S. persons, and the impact of tax treaties. Prerequisite: Law 311 Federal Income Taxation Close Window

Partnership Taxation: This course is an introduction to the federal income tax treatment of partnerships, including LLCs treated as partnerships, and their owners. Topics covered will include the tax classification of business entities as partnerships, partnership formations, allocations of partnership income and losses to partners, transfers of ownership interests by partners, distributions from partnerships to partners, terminations of partnerships, and a comparision of "S corporations" to partnerships. Prerequisite: Law 311 Federal Income Taxation Recommended: Law 320 Business Associations Close Window

Private Equity & Venture Capital Covers the essential principles of the risks and rewards associated with Private Equity and Venture Capital. Financial analysis of a business and risk/return characteristics, business valuation methods, and the financing sources are covered to better understand the required returns to risk investors. Other topics include: fund raising, early stage, middle stage and ultimately late stage investments; buyouts and exit strategies; the structuring of the 'deal'; the creation of term sheets, negotiation strategies, and human capital and resources. This is a non-law course cross listed with law. The course materials will be found in Blackboard. Close Window

This survey course examines the federal law and policies governing the purchase and sale of securities, particularly the Securities Act of 1933 and the Securities Exchange Act of 1934 and related regulations. The first portion of the course will deal with the securities law issues faced by privately-owned companies up to and including a company's initial public offering. The second portion of the course will deal with the issues faced by public companies, including periodic reporting, insider trading, and selected business transactions. Pre-requisite: Law 303 Corporations I or Law 32 Business Associations Close Window

This seminar explores the primary mechanisms of enforcement of the federal securities laws: criminal prosecution, civil enforcement proceedings by the Securities and Exchange Commission, class actions by private litigants, and arbitration of broker/customer disputes. The seminar will focus on typical remedies (imprisonment, injunctions, occupational bars, restitution, fines and civil penalties) rather than the substance of the securities laws. Completion of Securities Regulation is not required but may be helpful in understanding some of the materials. Satisfies the writing requirement. Close Window

The students will explore alternative solutions to planning issues encountered by small businesses, including formation, compensation to labor and capital and retirements. The course emphasizes income tax planning but requires the synthesis of state partnership and corporate law, and other non-tax rules with tax planning. Prerequisite: Law 311 Federal Income Taxation Suggested but not required: Law 303 Corporations or Law 320 Business Associations. Close Window

This seminar will consider various topics regarding sports law. The nature of the topics will change from term to term Close Window

This course considers the topic of land title and the potential encumbrances and defects that might exist. It will focus on title insurance as an evolved form of risk management with special attention given to the principal title insurance policies currently in use. In particular, the course will discuss the insuring provisions of both the lender's and the owner's policy, exclusions from coverage, claims and claim processing, significant other policy provisions and risk analysis. This class is highly interactive with an emphasis on practical solutions. Close Window