Below is a sampling of courses offered on Business/Transactional Law.
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.
A survey of the basic principles of admiralty and maritime jurisdiction. Topic covered may include substantive law areas of carriage of goods, maritime liens, charter parties, collision, general average, salvage, seamen and maritime worker rights, and liability limitations.
This course explores negotiation, arbitration, and mediation as alternatives to litigation in resolving civil disputes. Practical strategies for lawyers are also discussed. A primary area of focus is the role of the lawyer in each of the different processes. Simulations are conducted to develop practice skills and as a basis for exploring the public policy and other issues that arise in this area.
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.
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.
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.
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.
Topics covered in the regular Business Associations will be reinforced through role-playing, negotiation, and document drafting. Prerequisite: Business Associations (LAW 404).
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.
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, the course will examine, from the perspective of the corporate lawyer, topics such as the process by which a company's business is acquired.
Analysis of statutes and treaties governing rights in original works of authorship (such as books, plays, movies, paintings, sculpture, music, sound recordings and computer software), including protected subject matter, works made for hire, infringement, fair use, moral rights, federal preemption of state law, and remedies.
This course explores the substantive law of corporate criminal liability and the policies surrounding the crimes and the punishments. Topics covered may 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. Specific statutes (mostly federal) may also be discussed in considerable detail, while also discussing the jurisprudence underlying these crimes and related issues.
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. Prerequisite: Federal Income Taxation (LAW 524).
A study of employees' legal rights and employers' responsibilities, with primary emphasis on the nonunion workplace. The course will survey a variety of statutes and common law developments that have had a crucial impact on the employment relationship.
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. Specific film financing models are discussed. The course concludes with a discussion of international co-productions, foreign film grants and tax driven film funds.
An examination of the federal income system including individual and business taxpayer’s liability; deductions, exemptions, and credits; taxation of capital gains and losses; procedures; and an introduction to partnership, trust, and corporate taxation.
This course covers both private and public (government regulation) aspects of international business transactions. Specific topics covered may 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), U.S. 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.
This course will introduce students to the developing field of international sports law and the practical application and impact of such laws. The course examines the legal and international dimensions of the modern sports industry. Additional areas of course coverage may include the historical development of amateur and professional sports, the structure of sporting organizations, the international governance of sport, the impact of intellectual property on sponsorship and promotion of sporting events, the special problems associated with doping in sports, international sports as a basis for advancing social and political agendas, and the increasing commercialization and globalization of sports.
A survey of the legal issues related to international white collar crime. Topics covered in this course may include an overview of substantive crimes, such as international tax, money laundering, transnational organized crime, transnational corruption, and counter-terrorism financial enforcement; relevant procedural doctrines, such as extraterritorial jurisdiction and extradition; and the role of international organizations, such as the United Nations, the World Bank and INTERPOL, in enforcing the law.
Internet activity is now engaged in by hundreds of millions of individuals and businesses of all sizes, requiring 21st century lawyers to have an understanding of the legal issues in the cyber domain. This course will explore a range of legal issues in cyber domain, including cyber security, privacy, network ownership and access, private versus public regulation of cyberspace, speech in cyberspace, content as property and intellectual property in cyberspace, jurisdiction over cyberspace activities, liability of intermediaries, state and local regulation of cyberspace, and the interrelationship between technology and law as mechanisms of regulation.
A study of the federal legal doctrines that regulate labor-management relationships in the private sector, including union representation, collective bargaining, strikes, and lockouts.
A survey of the legal and business structures, agreements, transactions, and regulations related to limited partner investments in an international fund; the formation and operation of funds and the general partner entity; and structuring investments and management of portfolio companies, with a special emphasis on the development of China's regulatory framework on offshore funds investing in China.
An examination of the legal issues involved in real estate sales and financing; subdivision financing and development; planned unit development, condominiums, cooperatives, and income-producing (rental) properties; and tax considerations.
This course explores the major topics of U.S. patent law, seeking a solid general education in patent law concepts and procedures from a practical and policy perspective. Topics covered include patentable subject matter, requirements for patent validity, patent infringement, and damages.
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.
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 emphasizes the various business transactions that comprise the sports world. Specifically, several leagues, their constituents, and their operations will be examined. The course will look at collective bargaining agreements, league rules, and related contracts to evaluate how they shape the relationship between leagues, owners, and players. By doing so, we see the intersection of basic contract, labor, intellectual property, and antitrust law from a transactional perspective.
This course exposes students to the theoretical and policy considerations that surround the United States tax system. Students will examine the social and political pressures that shape our current Federal Tax regime. Topics to be covered may include: the uncertain future of the Estate Tax or “Death Tax” and the role it plays in American society; the role of deductions and exclusions in achieving nonrevenue objectives; charitable giving and non-profit entities; progressive versus flat tax rates; the existence of tax abuse and how to control it; and the concept of income. A background in accounting or tax law is not required.
An examination of common law and statutory limitations on unfair and deceptive competition outside the scope of antitrust laws. Topics include trademark law (including trademark dilution), misappropriation of trade values and trade secrets, regulation of false and deceptive advertising, unfair competition, and interference with contracts and trade relations.
An introduction to the Uniform Commercial Code, focusing primarily on sales, titles, bulk transfers, and commercial paper.
An analysis of secured transactions and letters of credit under the Uniform Commercial Code.
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.