Business Law

An introductory examination of the law applicable to contemporary forms of business enterprise: the general partnership, the limited partnership, the limited liability partnership (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 Alternative Business Entities, or Corporations, or Small Business Entities. 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 studies the disclosure philosophy of the federal securities laws and the nature and regulation of the securities markets. The relevant statutes are the Securities Act of 1933 and the Securities Exchange Act of 1934, primarily, as well as changes brought by recent legislation including the JOBS Act. Among the topics covered are the initial public offering (IPO) process and exemptions from registration under the 1933 Act; we also study the mandatory disclosure regime for public companies under the 1934 Act. Civil liabilities under both the 1933 and 1934 Acts are also explored. The course also studies the economics of the disclosure and liability rules and the workings of an efficient market. Prerequisite; Law 303 Corporations I or Law 320 Business Associations. Students are able to enroll in both Securities Litigation and Securities Regulation while pursuing their degree. Close Window

This course provides an introduction to accounting and finance for students who have had little or no coursework in either area. Accounting topics include the balance sheet, the income statement, the statement of cash flows, and financial-statement analysis. Finance topics include risk, return, time, value of money, valuation, financial instruments, and capital markets. All topics will emphasize implications for the legal profession. The following students are ineligible to take the course without permission of the instructor. - Students who have completed three or more undergraduate-level courses in accounting and finance (counted on a combined basis). For example, a student with two accounting courses and one finance course is ineligible. - Students who have completed any graduate-level course in either accounting or finance (including Law 437 Corporate Finance). - Students who are enrolled in the joint JD / MBA program. 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. This coure is an introductory examination of the rules and procedures government federal agencies. It explores: (1) the Constitutional background and limitations on agency action, (2) the procedural requirements (from various sources) that an agency must follow, and (3) the doctrines of judicial review that apply whenever a court evaluates agency decisions. Close Window

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

The Transactional Practice course is designed to introduce students to several elements of transactional practice in a deal-based context. Students will learn transactional practice skills through a variety of drafting exercises and assignments designed to familiarize students with the most common issues found in drafting transactional documents. Students will encounter and draft different types of agreements used in transactional practice and will work on understanding, analyzing, and drafting critical sections of contracts. The course will stress the importance of using clear and concise writing skills to articulate agreements accurately and precisely. Close Window

This course will introduce students to the federal law of bankruptcy, which allows debtors to restructure and discharge their obligations to creditors. Although both consumer bankruptcy and corporate reorganization will be touched on, the course will focus on business bankruptcies under Chapter 7 and Chapter 11 of the bankruptcy code. We will not cover the adjustment of personal debts under Chapter 13. There are no prerequisites for the course. Close Window

This course concerns financial-instrument markets and their regulation. Its main focus is on the secondary market for public-company stock (namely, the New York Stock Exchange, NASDAQ, and the wide variety of off- exchange trading platforms in existence today). These markets perform important social functions: providing liquidity for investors and incorporating information into prices, which in turn serve as vital guides to real economic activity. The effectiveness with which these markets perform these functions and their costs of operation are determined in significant part by the rules governing exchanges, broker-dealers, and market makers. The course will begin with a consideration of major domestic capital market institutions. It will then address the economic theory that explains how these markets operate and the incentives that motivate their various players. This part of the course focuses on market-microstructure and finance theory. These beginning segments lay the groundwork for a more informed discussion of the substantive law that governs the markets, which takes place during the second half of the course. In that second half, regulatory areas to be considered include the rules relating to (1) transparency: who knows (and when) the prices at which securities are being offered and sold (the “bid” and “ask” quotes) and the prices at which actual trades occurred (transaction data), (2) brokers duties with respect to execution of customer orders, (3) dealer rules for transacting directly with retail customers, (4) trading system alternatives to the NYSE and NASDAQ, (5) trader behavior including manipulation and short selling.The course, with its focus on persons who operate or trade in these capital markets as well as the market structure itself, should be distinguished from Securities Regulation, which is devoted primarily to the regulation of the behavior of the firms that issue securities and their agents. The course should be of use for students who plan on pursuing legal work relating to various financial-services industries. More generally, it will provide value to students who intend to work in the corporate, securities, and financial industries (or in the regulation of the same through the Securities and Exchange Commission, the Commodities Futures Trading Commission, the Financial Industry Regulation Authority (Finra), various state AG offices, among others). Close Window

The typical first-year Torts class focuses on torts that primarily cause personal injury and/or property damage. Business torts have a different focus – such torts often cause pure economic loss, i.e., economic harm without any accompanying personal injury or property damage. Think of a business tort, therefore, as tortious conduct that primarily harms a plaintiff’s wallet rather than her person or things. This course will emphasize the operation of various business torts and will examine the torts' applicability to particular business or economic settings. This course will be graded primarily by a final examination. Close Window

This one credit course will review all aspects of a typical commercial real estate transaction, with particular focus on the various aspects of a commercial real estate purchase and sale contract. The course will also review documents often utilized in the financing of a commercial real estate project and the due diligence involved in the examination of a commercial real estate project, including title, survey, land use and other matters. Students will draft certain portions of a commercial real estate purchase and sale contract and will be involved in a negotiation session in class based upon a hypothetical scenario presented to the students. Students should obtain a basic understanding of how to conduct a commercial real estate transaction. The course is taught by an attorney with forty years of commercial real estate experience and will be taught from the prospective of a practitioner. The course will teach basic legal concepts as they are reflected in actual documents and practical situations that arise in the practice of commercial real estate. In hypothetical situations, students may be asked to assume they have already graduated from law school, passed the bar exam, are now practicing law, and must provide specific advice to their client. The class grade will be based upon class participation, understanding of basic real estate concepts, document drafting and negotiation skills. Close Window

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." Pre- OR co-requisite: Law 311 Federal Income Tax Recommended: Law 303 Corporations or Law 320 Business Associations. Close Window

The course explores the legal and policy issues surrounding cryptocurrencies and related technologies. Students will acquire a working understanding of Bitcoin, Ethereum, smart contracts, and blockchains, but technical details will be kept to a minimum. The course will examine legal doctrine as applied to cryptocurrencies and related technologies; coverage includes anti-money laundering regulation, securities regulation, and other topics selected as the field evolves. The course will also examine how the technology fits within legal policy and theory and how it may affect legal practice. Close Window

This course surveys the laws prohibiting discrimination in employment. In particular, the course emphasizes case law under Title VII of the 1964 Civil Rights Act (race, religion, sex, or national origin), the Age Discrimination in Employment Act, and the Americans with Disabilities Act. Students will learn the basic doctrinal frameworks applicable to disparate treatment, disparate impact, and mixed-motives cases and trace their evolution through statutes and judicial decisions. The course also will include brief overviews of remedies for and economic theories of employment discrimination. Employment Law (LAW 456) is not a prerequisite. Close Window

This course will address the basic common law and contemporary statutes governing the employment relationship, with an emphasis on their practical application in today's private-sector workplace. Topics to be addressed will include establishment of the employment relationship, wage and hour regulation, conditions of employment, discharge and termination, and non-competition and other post-employment obligations. The course will also include a brief review of unemployment compensation and workplace health and safety issues, as well as an introduction to employment discrimination law. This course will not address traditional labor law nor will it cover issues unique to public-sector employment. Neither will it significantly overlap the Law 452 Employment Discrimination course. Close Window

The primary goal of this course is to introduce second- and third-year law students to the basic legal framework of U.S. and international financial sanctions. A secondary goal is to identify emerging issues in financial sanctions law and regulation, in order to prepare law students for the future development of this area of practice. Close Window

This course will examine the processes by which the federal government awards and administers contracts ranging from acquisitions of multi-billion dollar weapon systems and large public works contracts, to routine purchases of office equipment and supplies. Discussions will focus on how federal contracting differs from contracting under state law, and address special topics unique to government contracting, such as procurement ethics, socioeconomic considerations, bid protests, changes, contract disputes and litigation, fiscal law requirements, and terminations. Close Window

This course will provide students with a practical “hands on” introduction to the legal and regulatory issues faced each day by the in-house practitioner or human resource executive. This course will focus on enabling students to recognize and manage the breadth of legal issues that arise in both the public and private sector. Each class will focus on the actual application of the law as it affects employees and employers. The course will help the successful student appreciate and understand the legal environment of human resource management and better prepare students for their roles in business. Close Window

A survey of various forms of business combination transactions, including mergers, share exchanges, tender offers and asset purchases. This course will focus on planning for and structuring such transactions to address business, corporate law and securities law issues from the standpoints of both the acquiring company and the target company. Close Window

Eligible placements include U.S. civil legal services/legal aid organizations and U.S. private, nonprofit, 501(c)(3) organizations. Private nonprofit organizations with IRS status other than 501(c)(3) are not eligible for externship credit. Organizations outside the U.S. are eligible if they would qualify for 501(c)(3) status if they were U.S. organizations. Finalizing an externship requires 3 steps before the registration deadline: (1) securing an externship; (2) submitting a completed Externship Agreement; and (3) registering for the correct course and the correct number of credits. 1-4 credits. Close Window

This course will provide an overview of the common legal structures employed in the formation, capitalization, compensation, and governance of private equity funds. We will study as an example the structure of an existing private equity fund operating in the Canadian real asset space. In particular, we will spend considerable time on contractual interpretation of the fund’s limited partnership agreement. This course will also explore a number of topical issues in private equity, most notably securities regulatory oversight of private equity managers and taxation of their compensation. In examining all of the foregoing, we will consider the extent to which legislators and public regulators should oversee and intervene in private contractual relationships. An understanding of basic income tax law will be helpful but not required for this course. This course will be graded by a final exam. Close Window

Eligible placements include solo practitioners, law firms, and in-house law departments of corporations and trade associations. Finalizing an externship requires 3 steps before the registration deadline: (1) securing an externship; (2) submitting a completed Externship Agreement; and (3) registering for the correct course and the correct number of credits. 1-4 credits. Close Window

A study of Article 9 of the Uniform Commercial Code governing security interests in personal property and fixtures. NOTE; you may not register for this course if you have successfully completed or are currently enrolled in Commercial Law. Close Window

Globally, sovereign states have amassed over $60 trillion in debt. This course will examine the law governing this massive pool of obligations and the unique policy challenges that it presents. Our emphasis will be on the role played by lawyers and the financial industry, but we will also examine the parts played by government actors, the International Monetary Fund, and academic commentators. Government lending is governed by contracts written by the states and their creditors. Such contracts present complex legal questions. They often sprawl across multiple national legal systems. Because states can claim sovereign immunity, there are special challenges involved in enforcing such contracts. Finally, when sovereign states get into financial trouble there is no international financial trouble there is no international bankruptcy process that governs debt restructuring. We will examine all of these issues through the lens of historical and contemporary cases of government borrowing and default. There are no pre-requisites for this class. Close Window

The State and Local Taxation course considers taxation imposed by states and local governments in a variety of contexts including the taxing of income, sales and use, property, and business licenses. This course will benefit students entering either a tax practice or a general business practice. Topics to be covered in the course will include: the key elements of the major business taxes and individual state income tax; the constitutional restrictions applicable to the taxation of interstate businesses; the handling of audits; and the conduct of administrative and judicial appeals. The course will use Virginia's tax system as an illustrative model for issues that are common to most jurisdictions. Students will be evaluated on the basis of their class participation and on a series of written assignments including administrative protests of hypothetical audit assessments and initial court pleadings. Close Window