Courses in Business / Transactional Law

Below is a sampling of courses offered on Business/Transactional Law.

Administrative Law

LAW 501

An examination of the legal limits of state and federal executive action; rule-making; adjudicative and investigative actions of administrative agencies; relevant statutes, such as the Administrative Procedure Act; and the concepts of delegation, ripeness, standing, judicial review, and due process.

Advanced Antitrust Seminar

LAW 321

Advanced Contracts Seminar

LAW 330

Discussion of a range of Contract issues, in more depth than is possible than in first-year classes, but building on what was learned earlier. The format, and the particular issues dealt with, changes from semester to semester, and are described in more detail prior to the beginning of each semester

Advanced International Business Transaction

LAW 557

Agency Law

LAW 504

An examination of the law relating to principal-agent relationships in business and other organizations, including relationship creation and termination, agent's authority, principal's liability, ratification, undisclosed agency, and fiduciary responsibility. The course will include business organizations, including partnership, limited partnership, associations, and new statutory limited liability company forms.

Antitrust

LAW 505

A survey of federal and state laws that promote competition, inhibit monopolies and restrain free trade in the United States, including the Sherman, Clayton, and Federal Trade Commission acts; and principal antitrust issues and practices, including cartel restraints on trade, monopolization, mergers, distributional restraints, tying, price discrimination, and unfair antitrust competition.

Bankruptcy Law

LAW 517

An examination of debtor and creditor rights, including typical state procedures for the enforcement of claims and exemptions under statutory and common law, and federal bankruptcy proceedings.

Bankruptcy Seminar

LAW 340

This course concentrates on Chapter 11 of the Bankruptcy Code, the business reorganization provisions used by GM, Chrysler and many other distressed businesses. The primary focus is on the process of and requirements for confirming a plan of reorganization in a chapter 11 case. In addition, subjects of particular interest in chapter 11 cases, like sales of assets, obtaining credit and the bizarre world of executory contracts in bankruptcy are covered. This course is not duplicative of the non-seminar bankruptcy course.

Business Associations

LAW 404

An introduction to the laws of business associations. This course examines the legal issues surrounding formation, financing and control of corporations and non-corporate business associations. Formerly offerd as "Corporations".

Business Planning

LAW 509

A study of the legal problems prevalent particularly among small enterprises, with practical application to business formation, capitalization, taxation, securities regulations, distributions, combinations, and liquidations.

Business Planning Seminar

LAW 326

A study of the legal problems prevalent particularly among small enterprises, with practical application to business formation, capitalization, taxation, securities regulations, distributions, combinations, and liquidations.

Contemporary Issues in Corporate Ethics

LAW 956

Corporate Crime and Sentencing

LAW 319

This course explores the substantive law of corporate criminal liability and the policies surrounding the crimes and the punishments. Key topics include: Corporate Liability; Personal Liability in a Corporate Setting; Conspiracy Law; Mail and Wire Fraud; Perjury and False Statement Offenses; Obstruction of Justice; RICO Offenses; Tax and Banking Crimes; Environmental Crimes; Sanctions and Sentencing. We will study specific statutes (mostly federal) in considerable detail, while also speculating about the jurisprudence underlying these crimes and related issues.

Corporate Tax

LAW 566

Corporate Taxation This course examines the federal income tax consequences of certain basic transactions involving corporations and their shareholders including: corporate formation, corporate capital structure, distributions to shareholders, redemptions, liquidations and corporate reorganizations under Subchapter C of the Internal Revenue Code (including acquisitions, divisive reorganizations and recapitalizations). This is a problem based course which explores the current law, the tax policy behind the current law and asks students to think about what the laws should be. Pre requisite for this course is Law 524 Federal Income Taxation.

Entertainment Law

LAW 704

An examination of the legal aspects of entertainment, including requirements for contracts and agreements between parties involved in the industry.

Estate & Gift Taxation

LAW 521

Federal taxation of intervivos transfers, including revocable and incomplete transfers: taxation of property owned at death and gifts in contemplation of death: tax credits, deductions, exemptions, valuation; and procedure and correlation with federal income tax and state inheritance and estate sales.

Estate Planning

LAW 522

An analysis of revocable and irrevocable lifetime trusts as a will supplement; whether and how to avoid probate; life insurance settlement options and employee death benefits; concurrent interests including community property; use of short-term trusts to reduce income tax; marital deduction; selection of fiduciary; and estate planning of intestate property.

Feature Film Financing

LAW 911

This class focuses on the legal aspects of financing feature films. The first topic addressed is the acquisition and protection of creative content, including: clearances, chain of title, options and the screenplay agreement. Following is an analysis of why most films lose money , the calculation of gross and net receipts, as well as the details of accounting in the film industry. Three specific film financing models are discussed: the studio financed P & D deal, commercial financing with, or without, distributor pre-sale contracts, and private investor financing, The course concludes with a discussion of international co-productions, foreign film grants and tax driven film funds.

Federal Income Taxation

LAW 524

A study of federal classification; taxation of incomes; individual and business taxpayers? liability; deductions, exemptions, and credits; taxation of capital gains and losses; procedures; and an introduction to partnership, trust, and corporate taxation.

Insurance Law

LAW 554

A general survey of insurance law, with an emphasis on the rights and obligations of insurers and insured in California, the California Supreme Court's bad faith doctrine ruling in Moradi-Shalal, developments in insurance reform, and the passage of Proposition 103.

International Business Negotiations

LAW 520

A review of the principles involved in international business negotiations with an emphasis on negotiation, arbitration and mediation during the contracting process and as alternatives to litigation in resolving civil disputes. Practical strategies are discussed with an introduction to the role of the international lawyer in each of the different processes with multinational enterprises.

International Business Transaction

LAW 555

This course covers both private and public (government regulation) aspects of international business transactions. Specific topics covered include international sales contracts and the Convention on the International Sale of Goods (CISG), regulation of foreign investment and bilateral investment treaties (BITs), private international dispute resolution (including choice of forum and choice of law clauses, international commercial arbitration, and enforcement of foreign arbitral awards), US customs law, remedies and responses to unfairly traded imports, and the regulation of international bribery through the Foreign Corrupt Practices Act (FCPA) and the OECD Anti-Bribery Convention.

International Strategy Alliance Seminar

LAW 378

Globalization has demonstrated the need for collaborative working relationships across the traditional boundaries of nation-states. In this regards it is the next step in the internationalization of a corporation. One of the most widely used vehicles for such interactivity has been strategic alliances and joint ventures. The course introduces the students to this area of study by means of theoretical foundations as well as practical examples. Besides an emphasis on the various legal issues, including an initial focus on international contracts and some of the inherent issues in their use, the course will further focus on the concepts of risk and control and distinguish some of the underlying international legal issues of working within an international context; the muliple roles of counsel; global virtual team issues; operational design and specific case studies on international business negotiations within strtegic alliances and joint ventures.

International Trade & the World Trade Organization Seminar

LAW 376

Modern Real Estate Transaction

LAW 541

An examination of real estate sales and financing; subdivision financing and development; planned unit development, condominiums, cooperatives, and income-producing (rental) properties; and tax considerations.

Partnership Taxation

LAW 598

An overview of the federal income tax treatment of partnerships and other entities, such as limited liability companies, taxed as partnerships. The major topics include: contributions and distributions from partnerships, substantial economic effect regulations and special allocations, transfers of partnership interests, shifting liabilities, and special basis adjustments.

Remedies

LAW 407

An explanation of the availability and limitations of equitable and legal remedies, focusing on injunctions, declaratory judgments, specific performance, reformation, rescission, restitution, enforcement of decrees, and the problems in the merger of law and equities.

Securities Regulation

LAW 548

A review of the law of securities regulation, developed through the Securities Act of 1933, the Securities Exchange Act of 1934, state "blue sky" laws, and the judicial interpretation and rule-making of the Securities and Exchange Commission.

Sports Law

LAW 549

This course examines a wide range of legal issues and relationships in the sports industry, including player negotiations and contracts, leases, licensing, leagues, franchising, and intellectual property issues in sports law. This course is offered as a 3 or 4 unit course. Students who take the course for 4 units shall receive Intellectual Property elective credit by, in addition to meeting all other course requirements, completing a substantial research paper on an intellectual property-focused topic. Students who take the course for 3 units will not receive IP elective credit.

Tax Policy Seminar

LAW 371

Students will be exposed to the theoretical and policy considerations that surround the Tax System. Students will examine the social and political pressures that shape the Federal Tax regime of the United States. This class is intended to introduce students to Tax Law in a format that promotes discussion and understanding. A background in accounting or Tax Law is not required. Topics to be covered include: the uncertain future of the Estate Tax or

Uniform Commercial Code I

LAW 401

An introduction to the Uniform Commercial Code, focusing primarily on Sales, Titles, Bulk Transfers, and Commercial Paper.

Uniform Commerial Code II

LAW 402

An Analysis of Secured Transactions and Letters of Credit under the Uniform Commercial Code.

White Collar Crime

LAW 553

An overview of substantive areas in economic crime and fraud, such as antitrust, consumer protection, and investment fraud; and an introduction to the principal investigation and prosecution techniques used in undercover investigations, search warrants, and the grand jury.

Wills and Trusts

LAW 408

A study of the methods of disposing of a donor's wealth during lifetime and at death, with emphasis on the use of wills and trusts.