800 Level Courses
Open to: M.J. students only. This course is taken in the first semester of study to gain an overview of the structure and functioning of our legal system. The class introduces the basic law school curriculum from a business law perspective including: Constitutional Law; Contracts Law; Torts Law; Civil Procedure; Criminal Law; and, the UCC. Students are also introduced to legal analysis and reasoning, including how to read and analyze written judicial opinions and statutes. This course also provides an overview of the laws that affect businesses day-to-day including ethical business conduct policies, consumer protection, human resources and employment issues, real estate, intellectual property and corporate governance.
Open to: M.J. students only. This course introduces legal research methods and principles of legal writing in the first semester of the program. Through a series of exercises on relevant topics, students will refine their writing skills. By researching and writing on varied issues, students learn to apply legal research techniques. Students read and analyze legal authority and learn how to apply legal authorities to particular fact situations. Through a series of legal memoranda writing assignments, students develop their analytical and writing skills. Computerized research techniques are included in the course.
Open to: M.J. students only. This course is taken in the second semester of study and introduces agency law, partnership law, corporate law and the LLC. Principal emphasis is on the law as it applies to the organization and functioning of business entities, including the duties and obligations of managers of such entities. The course focuses on structure and mechanics, capitalization, distributions, organic changes, and duties and liabilities of directors, officers, and controlling shareholders. The federal securities acts are introduced with particular attention to Rule 10b-5. Substantial attention is given to the special problems of the close corporation.
The objective of this course is to teach law students a condensed version of the elements of business practice and theory. It is intended for students with knowledge of the business world. Topics covered include how to read financial statements, accounting basics, fundamentals of marketing, employee motivation, and dealing with various management problems. Also discussed is what it's like to practice corporate law and to be general counsel within an organization. Students should gain an understanding of the problems and issues facing business (and some non-profit) clients they will be advising in the future. (Shein)
The objective of this course is for law students to learn to integrate the legal and business planning required for any new venture. Students develop a plan for a startup, including the legal work to create the organization, and detailed financing, marketing, staffing and operating plans. Legal problems and business opportunities associated with e-commerce are discussed, as well as ongoing management issues and problems that any business may face. The course utilizes business and legal cases, textbook and handouts. There is no final exam; grades are based on the papers and class participation. Business Basics for Law Students or business experience is recommended. (Shein)
Fundamentals of Private Practice is a three-day course geared toward training students in the personal skills, practical skills and business sense required to succeed in a private practice law firm. On the first day of the course, students will acquire general practice skills relevant to all new lawyers – from office demeanor to managing workload to daily verbal and written skills. On the second day, students will be divided into litigation and transactional sections, depending on practice areas of interest. The litigation section will focus on the fundamentals of litigation practice, including research, writing and advocacy skills. The transactional section will focus on the fundamentals of transactional practice, including corporate formation, corporate transactions and associate due diligence. Both sections will culminate in a practical skills assignment, to be completed in advance of the third day of the course. On the third day, the assignments will be reviewed in detail. Students will also learn basic ethical considerations and the skills learned throughout the weekend will be put into practice.
Open to: M.J. students only. This capstone class emphasizes the importance of legal compliance and ethics to the mission of the corporation and the business entrepreneur. Students will write a paper undertaking a legal case study of losses sustained by actual business (in reputation or otherwise) from acting in an unethical or illegal manner. The role of the corporation and the business leader in society is examined.
Open to: M.J. students only. This course is intended for those with familiarity with federal income taxation. It focuses on the income tax consequences associated with the three principal business forms: the corporation, the partnership, and the limited liability company. The tax issues confronted at the start-up, operating and winding-down phases are examined for each business form.
Open to: M.J. students only. In this course, students will study and analyze the law and practice of corporate governance law for publicly held corporations. Introductory sessions will detail corporate governance law and regulation, with a specific focus on the impact of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. Thereafter, a number of alternative proposed reforms will be assessed. Finally, the course will address practical elements of corporate governance practice including professional responsibility issues, the director selection process, board diversity, and empirical learning regarding the best corporate governance practices.
Open to: M.J. students only. The course has two objectives. First, it will examine and analyze the current bank regulatory system. Consideration will be given to the function and regulation of depository institutions as well as that of various classes of affiliated entities such as those involved in the issuance of securities, insurance and merchant banking. Second, the course will examine the mechanics of key bank operations including, syndicated lending, underwriting and the securitization of debt securities.
Open to: M.J. students only. This course will examine the regulatory regime applicable to securities broker-dealers and futures commission merchants. Primary focus will be on the substantive content of the Securities Exchange Act of 1934 and the Commodity Exchange Act of 1970, and the regulations promulgated thereunder. Secondarily the course addresses the self-regulatory agencies responsible for overseeing the securities and commodities trading system.
This course is intended for LL.M. students, but J.D. student may be permitted to take the class with instructor permission. The course begins where traditional legal writing and advocacy courses leave off, teaching advanced legal research strategies, brief writing, oral argument technique, and the components of appellate procedure. Students will be required to compose appellate briefs and to deliver oral arguments.
Open to: M.J. students only. This course will focus on the basic principles of the Securities Act of 1933, which sets forth the requirements for registration of all securities sales unless an exemption is available. The course will cover the concept of what is a security, the registration requirements of Section 5 of the '33 Act, the exemptions from registration, particularly the intrastate offering exemption (Section 3(a)(11) and Rule 147); Section 4(1) and 4(2) (and Regulation D) regarding private offerings; Rule 144A "big boy" transactions and certain other exemptions; the timing and rules for preparation of registration statements and prospectuses under Section 5; key aspects of Regulation Sarbanes-Oxley; the consequences of the failure to register (Sections 11, 12, 13 and 17); jurisdiction; and other similar topics.
Open to: M.J. students only. This course will focus on the aftermath of becoming a public company, including reporting responsibility under the Securities and Exchange Act of 1934; proxy solicitations under SEC regulations; tender offers and the Williams Act; compliance with the Sarbanes-Oxley Act of 2005; responsibilities of officers and directors of public companies; secondary market disclosure and Regulation FD; the impact of the Dodd-Frank Act of 2010; and Section 10b of the '34 Act and Rule 10b-5; and, the impact and operation of the Private Securities Litigation Reform Act and class action lawsuits.
This course counts as an Experiential Learning and a Skills course.
The Business Law Center Clinic (the "Clinic") represents entrepreneurs and community members who, respectively, wish assistance in forming small businesses and not-for-profit corporations in the Chicagoland area. Students typically work with several Clinic clients during the course of a semester, under the supervision of at least one member of the Clinic's faculty. The Clinic also includes a weekly seminar (Tuesdays from 5 to 7 p.m.), which addresses relevant substantive law, ethical issues and pragmatic lawyering skills, such as drafting, negotiating and counseling clients. The work in the Clinic is transactional in nature. The Clinic does not handle litigation matters.
Participation in the Clinic requires both a significant time commitment (a minimum of 6 hours per week, in addition to the time in the seminar), as well as a certain degree of flexibility in the student's schedule. All students are expected to have an initial meeting with their clients and to meet with them thereafter, as needed. In addition, the students are expected to communicate with their clients regularly, efficiently and effectively perform the related transactional work under the supervision of the Clinic's faculty, maintain their client's files in an organized and professional manner, regularly attend the seminar classes and participate in various seminar exercises.
Prerequisites for the course are Business Organizations and Federal Income Tax. Other recommended courses, in order of preference, are Corporate & Partnership Tax, Sales, and Securities Regulation. Class is limited to 10 students and instructor permission is required. (Stone)
For more information on the Business Law Center Clinic, click here.
This course counts as a Skills course.
(This class is limited to 16 students)
The course uses as a focus the Willem C. Vis International Moot Arbitration Competition. Sponsored by Pace Law School, the Vis Moot is based on a problem governed by the U.N. Convention on Contracts for the International Sale of Goods (CISG). In the spring, an oral competition is held in two different venues, Vienna and Hong Kong. Recently, Loyola has been able to send a different team of students to each of the venues. The course includes about three weeks of study of the CISG, as well as approximately three weeks of study of international commercial arbitration, including basic laws and rules, how to draft an arbitration clause, how to choose an arbitrator, and how to participate in an arbitration as an advocate and as an arbitrator.
While the first half of the semester is spent learning about the CISG and arbitration, the second half is spent putting that knowledge into practice. When the problem on which the Moot Competition is based comes on line in October, students work collaboratively to draft Claimants' and Respondents' memoranda. The Claimant's memorandum is due in early December, and the Respondent's memorandum is due in late January. Students also present an oral argument before arbitrators from Chicago law firms, at the offices of the respective law firms. At the end of the semester, a second oral argument is held at the law school, after which students are chosen who will have the opportunity to compete in Vienna and Hong Kong during the spring semester, for an additional two hours of credit.
Through the emphasis on both brief writing and oral arguments, students make significant progress in their skills as advocates, as well as their understanding of dispute resolution in an international context. Their accomplishments have been well recognized in both competitions. More information about the Vis Moot is on the Pace Law School Web Site: www.cisg.law.pace.edu/vis.html.
Eligibility: If a student is part of a moot court team that will be arguing in the fall semester, he or she is not eligible to take this course, since this is a skills-based course requiring substantial out of class effort in both brief writing and oral argument. If a student is part of a moot court team that will be arguing in the spring semester, he or she is eligible to take the course in the fall, but will not be eligible to compete to be an oralist in the Vienna or Hong Kong competition. Corboy Fellows are not permitted to take this course. The course is not open to LLM students, unless they wish to audit.
Important: Permission of the professor is required. In order to apply, please submit a resume and a statement of interest to Professor Moses, firstname.lastname@example.org explaining a little about your background, and why you are interested in taking this course. (Davis, Moses)
This is an interdisciplinary course, which is team-taught by faculty from Loyola?s Graduate School of Business and the School of Law. It will cover mergers and acquisitions from both the business and legal perspectives. From a business perspective, the focus will be on the economic factors which drive these transactions. The law perspective will cover the structure of these transactions, the tax characteristics, the structure of an acquisition contract and the due diligence which is done in connection therewith, defensive tactics, and regulatory aspects from securities, labor and anti-trust law. The course, which will be graded pass/fail, will meet on Saturdays (9 a.m.-noon) and Tuesday evenings (6 p.m.-9 p.m.) from January 11 through March 1. The specific schedule will be published. Attendance for each class period is mandatory. (Johnson et al.)
This course counts as a Skills Course.
The course will focus on the substantive and procedural elements of the various forms of alternative dispute resolution techniques in the United States. The class will cover arbitration, negotiations, mediation, mini-trials, non-binding arbitration using legal assistance, and the role of counsel in each of these processes. A significant amount of class time will deal with mediation as well as both administered and non-administered arbitration. The class will address established principles or arbitration law, the various types of arbitrations, the rules governing arbitration, the role of counsel in the processes, as well as the power, responsibilities and ethical requirements of both mediators and arbitrators. The course will combine a traditional lecture format with practical experience designed to provide the student with a strong substantive basis in mediation and arbitration, as well as clinical experience with several mock mediations and arbitrations interspersed during the course term. (Moritz)
This course counts as a Non-Graded Course.
Open to: LL.M. students only. The purposes of this seminar are to develop federal tax research skills, to refine analytical abilities previously developed in earlier federal tax and other law courses, and to improve the legal writing skills of students nearing graduation. The primary goal is to prepare a manuscript of publishable quality with respect to a particular substantive issue in the federal tax field. Students submit an outline and multiple drafts at designated points during the semester and make a presentation at the end. (Kwall)
This course counts as a Non-Graded Course.
Open to: LL.M. students only. This course is intended for those students interested in sharpening their tax legal research skills. In addition to reviewing basic tax research, the course covers federal legislative history, administrative research, tax looseleaf services, and other specialized tax research sources, using both traditional materials and computerized resources when appropriate such as the online versions of CCH and RIA. The student is expected to complete a series of weekly library exercises. (Johnson)
Recent corporate and individual scandals have been driven by tax motivated transactions or transactions designed to increase corporate earnings. This course focuses on the ethical problems for corporate and tax lawyers in everyday practice, with analysis of the role of the lawyers in recent scandals such as Enron. (Duhl)
Students will follow the evolution of a federal criminal case from investigation to trial. The class will focus on one mock problem— which will likely be a federal narcotics investigation that resulted in a two-count indictment. The indictment will allege that the defendants conspired to distribute more than 280 grams of a controlled substance and that they indeed distributed the controlled substance. Because it will be too complex for a one-semester course, I do not recommend that the mock problem include a Title III investigation. The class will be divided into three parts: 1) Investigation 2) Suppression Hearing and 3) Trial. (Tracy)
This course is required for international students in the LL.M. in U.S. Law or the LL.M. in International Law.
This required foundational course introduces students to the sources and functions of law in our society. The course begins with an explanation of the structure and traditions of the American court system. Students then learn to read and analyze cases and statutes and develop basic legal written and oral presentation skills. The course uses cases from various fields and provides students with the background they will need for understanding American law. (Blanke)
This course is required for international students in the LL.M. in U.S. Law or the LL.M. in International Law.
During the fall semester, students take Legal Research and Writing I and are introduced to legal research methods and the fundamentals of legal writing. Students read and analyze legal authority and learn how to apply the legal authorities to particular fact situations. Through a series of legal memoranda and exam writing assignments, students develop their analytical and writing skills. Students are taught legal research methods through written exercises, research memos, and lectures. During the spring semester, students take Legal Research and Writing II which builds on the basic writing, analysis, and research skills learned in the first semester. In the spring semester, students are also introduced to persuasive writing and learn how to present an oral argument to the court. Computerized research techniques are included in the course. (Shaw)