Covering foundations legal issues in corporate law. Topics may include the nature and purpose of the corporate form, the relationship between shareholders and management, the fiduciary duties of directors, securities regulation and mergers and acquisitions.
Covers basic principles of contract liability, offer, acceptance and consideration, statute of frauds, contract remedies, the parole evidence rule, performance of contracts, conditions, effect of changed circumstances, third-party beneficiaries, assignment, and specific performance.
Explores cutting edge questions around entrepreneurship, including being an entrepreneur, leadership and what makes a great founding team, building and scaling a business, entrepreneurial communities, financing entrepreneurial companies, leadership in government, entrepreneurship and innovation policy. Offered Pass/Fail only. Requisites: Restricted to Law (LAWS) students only.
Examines the methodology and policies of Articles 3 and 4 of the Uniform Commercial Code, dealing with such topics as negotiable instruments, bank deposits, collections, letters of credit, and electronic fund transfers.
Surveys agency law whose principles are important in many other areas of law. Studies the legal organizations commonly used by small businesses: partnerships and limited liability companies (LLCs). Requisites: Restricted to Professional Year 1, 2, or 3 Law students only.
Covers formation of corporations and their management; relations among shareholders, officers, and directors; the impact of federal legislation on directors' duties; and the special problems of closed corporations. Requisites: Restricted to Professional Year 1, 2, or 3 Law students only.
Covers requirements for corporate compliance programs and key components of them, including the role of audit committee, internal audit and ethics and compliance. Looks closely at different compliance regimes, including Sarbanes Oxley, the privacy and security components of the Health Insurance Portability and Accountability Act of 1996 (HIPAA), the evolution of other data privacy standards and the anti-corruption standards of the Foreign Corrupt Practices Act and the UK Bribery Act. Requisites: Restricted to Law (LAWS) students only.
Studies accounting and auditing problems in the form they are placed before the lawyer, including a succinct study of basic bookkeeping, in-depth legal analysis of the major current problems of financial accounting, and consideration of the conduct of the financial affairs of business.
Relates to labor unions and other collective aspects of employment, including the right of workers to form and join unions, to provoke collective bargaining, and to strike and engage other forms of protest. Focuses on domestic law at the federal level and with a particular statute, the National Labor Relations Act, and the workings of particular agency, the National Labor Relations Board. Engages other sources of law, including constitutional law, as well as judicial decisions and other statues.
Entails a survey of employment-at-will, workplace safety, workplace torts; ERISA and retirement, workers' compensation; controls on hours and wages; health insurance; disability and unemployment compensation.
Introduces the legal theories that underlie the no-fault compensation system, its historical evolution, policy conundrums, and ethical quandaries. Teaches the application of the procedural rules most frequently utilized in administrative setting. Studies the Workers' Compensation Act, the Workers' Compensation Rules of Procedure, and the Office of Administrative Courts Rules of Procedure. Requisites: Restricted to Law (LAWS) students only.
Examines past and present employee benefits and compensation practices among private and public employers. Covers ERISA and defined benefit, defined contribution, and welfare benefit plans; equity awards granted by corporations; equity awards granted by LLCs and partnerships; nonqualified deferred compensation and Section 409A of the IRS; golden parachutes and Sections 280G and 4999 of the IRC. Requisites: Restricted to Law (LAWS) students only.
Examines typical state rights and procedures for the enforcement of claims and federal and state law limitations providing protection to debtors in the process. Includes prejudgment remedies, statutory and equitable remedies, fraudulent conveyance principles, and exemptions and other judicial protections afforded debtors. Requisites: Restricted to Law (LAWS) students only.
Briefly examines nonbankruptcy business rehabilitation devices, followed by basic principles of federal bankruptcy law and the bankruptcy court system. Concludes with attention to business reorganizations under Chapter 11 of the Bankruptcy Code. Recommended prereq., LAWS 6001 and 7011.
Focuses on the core banking law and works outward to cover a broader spectrum of bank-like financial institutions. Covers bank licensing, restrictions on bank business, regulating safety and soundness of banks, consumer protection of depositors and other bank customers, and regulatory examination and enforcement. Requisites: Restricted to Law (LAWS) students only.
Begins with value creation by transactional lawyers, and emphasizes the opportunity for lawyers to reduce information and agency costs, and mitigate strategic behavior by using tools such as disclosure, representation and warranties, incentive compensation and earnouts. Shifts to negotiation and drafting, focusing on basic drafting principles and strategies to advance one's clients' interests. Introduces the basic framework of contracts (recitals, reps, and warranties, capitalized terms, definitions, indemnifications and escrow). Requisites: Restricted to Law (LAWS) students only.
Explores the business lawyer's role in creating valueby helping clients identify, assess, and manage business risks through efficient contract design while achieving the optimal legal, tax or regulatory treatment for the deal. Includes case studies of actual transactions.
Explores various contract theories and principles emanating from classical and neoclassical law, legal realism, law and economics, critical legal studies,law and society, relational theory, and others. Considers and critiques these theories as applied to particular contracting cultures, especially as applied to construction contracts.
Studies Article 2 and Article 2A of the Uniform Commercial Code, together with the Convention and the International Sale of Goods. Advanced contracts topics are explored in depth. Among other subjects, warranties, title, remedies, and risk of loss in the sale of lease of goods will be studied.
Studies American competition policy: collaborations among competitors, including agreements on price and boycotts, definition of agreement, monopolization, vertical restraints such as resale price maintenance, and territorial confinement of dealers. Same as TLEN 5270. Offered in alternate years.
Focuses on the development and use of concepts derived from a number of legal areas in the context of business planning and counseling. Topics such as formation of business entities, sale of a business, recapitalization, division, reorganization, and dissolution are considered. Requisites: Requires prerequisite courses of LAWS 6007, 6201 and 6251 or 6211 (all minimum grade D-).
Covers themes that explore the nature of the regulatory state and the realities of how businesses react to regulation. Provides an understanding of regulatory institutions; the tools of governmental regulation; and a critical perspective on regulation.
Examines a variety of important legal issues related to the funding and financing corporations including creditor protection laws, the Trust Indenture Act of 1939, fiduciary duties, bond indenture provisions,securities laws, and rights of equity holders. Covers efficient capitalization structures, corporated valuation techniques, capital markets and the efficient market theory, and cost of capital concept. Requisites: Requires prerequisite course of LAWs 6211 of 6251 (minimum grade D-).
Provides overview of the legal and financial principles to represent privately held companies, their founders and managers, and their investors. Emphasizes transaction structuring rather than judicial opinions. Includes the organization and financing of start-ups, structuring buyout transactions, exit strategies, legal organization of investment funds and other financial intermediaries. Discusses the relevant regulatory landscape, including securities law, bankruptcy, ERISA, and tax law.
