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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.

Biotechnology and Intellectual Property

LAW 718

Biotechnology & Intellectual Property as follows: This course will explore IP issues raised in the area of life sciences, centering on medical devices, biotechnology, and pharmaceuticals, including the intersection of regulatory and patent law in the development of generic drugs. The course will cover such topics as industry standards for protection of inventions, patent vs. trade secret protection, copyright and trademark considerations in the regulated industries, licensing, and IP portfolio management. Prior or concurrent enrollment in Law 703, Patent Law, is recommended.

Business Association Practicum

LAW 409

This course accompanies the standard 4-unit Business Associations course. We will cover topics in Business Associations that are being covered in the regular class, but will reinforce the doctrines through role-playing, negotiation, and document drafting. In the first unit, the students will participate in selecting the appropriate entity form, structuring the economic interests and managerial control among various owners, considering the lawyer's duties to the entity in dealing with its founders and management, and documenting various approaches to raising capital. The students will prepare a term sheet and a joint venture Operating Agreement. In the second unit, the students will take a client through an equity financing of a corporation with a focus on preferred stock rights. The students will explore the law and documentary approaches to dividend and liquidation rights, conversion and anti-dilution protections, redemptions and voting rights. The students will prepare a term sheet and review and comment on drafts of a charter document and a Preferred Stock Purchase Agreement.

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 Transactions: The Art of the Deal

LAW 389

Lawyers often find themselves challenged when faced for the first time with representing clients in commercial transactions, because more often than not, law students have not experienced what a law practice will require of them on a day-to-day basis. This course is designed for students who wish to develop the practical skills necessary to understand, negotiate and prepare contracts, thereby better preparing themselves to meet the demands of parties actually engaged in business deals. Specifically, we will examine, from the perspective of the corporate lawyer, the process by which a company's business is acquired. For this course, the asset class will be a substantial music publishing catalog. We will analyze the transaction from beginning to end, i.e., starting with formation of the entity that will undertake the purchase, and continuing with the Confidentiality Agreement, the Letter of Intent, Due Diligence and the Stock Purchase Agreement, and finishing with an Escrow Agreement. Particular attention will be paid to the development of negotiating strategies, the drafting of pertinent contract provisions, and in-class negotiating sessions. Source materials will include forms of agreements from actual transactions. This course will be designated as a limited enrollment Lawyering Skills class and will be graded on a Pass/Fail basis. Pre-Requisite: Business Associations