- 197 - Advanced Business Organizations, Including a Comparative Perspective (2)
This course focuses on U.S. corporate law and governance. It begins with an introduction to the different legal issues encountered in business entities across jurisdictions: agency problems between (1) directors and shareholders, (2) majority and minority shareholders, and (3) shareholders and other stakeholders (employees, creditors, the State, etc). It then turns to the three agency problems as they arise in private or publicly held corporations. This covers the questions of allocation of powers between shareholders and the board, directors’ elections, executive compensation (say-on-pay), self-dealing transactions, going private transactions, mergers and acquisitions, fiduciary duties and participation of other stakeholders in the corporate governance. For each topic, we will define the legal issues involved and examine how U.S. statutory and case law respond to them. We will also take a comparative perspective to analyze how other jurisdictions respond to the same legal issues. The comparison will thus provide students with a better understanding of American law of corporations. The course covers the most recent legislative and regulatory initiatives as well as the most recent case law pertaining to Corporate Governance. Grades will be based on participation and on written exam (Champetier de Ribes-Justeau).
- 189 - Advanced Corporate Law: Conducting Due Diligence (2)
The process of gathering information and assessing the merits, issues, and risks associated with a business transaction is called "due diligence." Due diligence is necessary in business transactions, including mergers, acquisitions, licenses, initial public offerings, and in some instances litigation.
This course will study the due diligence that is conducted in the purchase of an existing business by examining detailed information from the seller regarding its business operations and finances. Students will learn how to conduct due diligence in the following areas, and will draft for the purchaser a detailed due diligence memo outlying the issues and risks associated with the purchase of the business as the final project:
- Organization and Good Standing
- Financial Information
- Physical Assets
- Real Estate
- Intellectual Property
- Employees and Employee Benefits
- Licenses and Permits
- Environmental Issues
- Material Contracts
- Product or Service Lines
- Customer Information
- Insurance Coverage
- Articles and Publicity (Sabol)
- 386 - Advanced Corporate Tax (3)
This course follows Corporate and Partnership Tax. The principal focus is on taxable and nontaxable acquisitions of a corporate business. The first part of the course focuses on taxable asset sales and stock sales; the second part explores and analyzes the detailed statutory and common law requirements with respect to "non-taxable" acquisitive reorganizations (mergers, stock/asset acquisitions), "nontaxable" divisive reorganizations (spinoffs, split-offs, split-ups) and other nontaxable corporate adjustments (recapitalizations, reincorporations). Please note: Corporate and Partnership Tax is a pre-requisite for this course.(Kwall)
- 123 - Advanced Partnership Tax (1)
Partnerships continue to be a favored form for conducting business because of their flexibility and flow through status for tax purposes. Partnership taxation presents complex issues which if dealth with appropriately can make a significant economic difference for their owners. This course examines a variety of advanced partnership taxation topics required of an attorney providing tax advise including entity classification, drafting and understanding of income allocations under § 704(b) and (c), allocation of partnership liabilities, disguised sales and other gain deferral and triggering provisions, sale and acquisition of partnership interests, and other topics, including treatment of distressed partnership, if time permits. (C. Boyer)
- 482 - Advising Not-for-Profit Organizations: Business Practicum (2)
This course continues and builds upon the course of study offered in the fall semester, Advising Not-for-Profit Organizations in Real Estate and Business Transactional Settings (LAW 545-001). Please refer to the description of that course for the general framework for this sequence of courses. Students who have not completed LAW 545-001 are welcome in this course; for those students, the instructor will hold a one-session overview at a mutually-selected date and time to provide background useful for this class.
The course will explore the role of advising not-for-profit organizations in the business and transactional context through a combination of traditional lecture and discussion, case study simulations, guest speakers, and field visits to selected not-for-profit organizations in the Chicago area, as well as individual meetings with students on directed work. Each student will be invited to select and imagine a mock client organization with a not-for-profit mission suited to the student’s interests and will have the opportunity to identify and explore individual topics relevant to not-for-profit transactions, operations, or governance.
The course's emphasis on case studies and commercial transaction scenarios is also designed again to act as a capstone course that complements and draws upon the students' prior coursework in contracts, real estate and commercial transactions, ethics and government regulation. In these ways, the course emphasizes skills relevant in any transactional project, for-profit or otherwise.
This course is offered in the spring semester. We will meet most weeks at the scheduled class time either for in-class lectures, guest lectures, or simulations, or sometimes on-site at Chicago not-for-profit organizations and with the goal of allowing travel time to accommodate student schedule constraints. Students will be graded based on class participation, written assignments and exercises, and a paper and presentation resulting from research and study on their chosen mock client and individual study topics.
- 545 - Advising Not-for-Profit Organizations in Real Estate and Business Transactional Settings (2)
There are more than 1.5 million not-for-profit organizations in the United States alone, and more throughout the world. Not-for profit organizations contribute to society in many ways, through diverse missions from education and research, to social services, relief, and advocacy, to religion, to arts and culture. In addition to the impact made through their missions, not-for-profits as a group are significant as employers and for their contribution to the general economy as well.
Not-for-profit organizations exist to further their charitable purposes, do not distribute dividends or net revenues (having no private shareholders or owners), and often are formed and operated to qualify for Federal income tax exemption under Section 501(c)(3) or other provisions of the Internal Revenue Code. Nonetheless, they have many of the same operational needs and characteristics of any other business. They occupy space (whether owned, leased, or hosted by others). They purchase and consume goods and services from vendors and suppliers. They manage and cope with attendant risks.
Interestingly, commentators suggest that not-for-profits can be more complex to manage, and to advise, than a for-profit business. The organization may have funding constraints, staff constraints, and knowledge constraints, particularly when copying with transactions or situations that arise only occasionally or where the organization is governed or operated in whole or in part by volunteers. Not-for-profit facilities and operations can be uniquely complex (think for example about a museum, a zoo, a hospital, or a cathedral), and their diverse sources of governmental and private funding can come with extensive conditions, restrictions, and reporting requirements. They may even be offered (or accept) donated goods or services in kind, gifts that come with their own implications.
This course will explore the opportunities and challenges for lawyers involved with not-for-profit organizations, whether as paid or pro bono legal advisors, or as board members or volunteers. The course will be centered around a recurrent series of fictional clients, each a not-for-profit organization, engaged in a variety of operational and transactional situations. Each client organization will have a different mission, size, and resources, as well as mock client representatives who will have different business and style preferences, which the class will need to accommodate and will come to anticipate in fashioning and recommending solutions for each client. There will be a particular emphasis on transactions and involving ownership, leasing, use, and operation of real estate, which (just as with many for-profit businesses) is typically the largest single category of capital investment and the second largest category of repeat expense (after total personnel costs) for many not-for-profit organizations. The course will also consider issues of legal ethics and professional conduct, as well as governance and fiduciary duty of board members, in the not-for-profit context.
The course will use traditional lecture and discussion learning techniques and case study simulation, with a major focus on transactional goals, issue spotting, transaction structuring, documentation, and implementation. The course's emphasis on case studies and commercial transaction scenarios is also designed to act as a capstone course that complements and draws upon the students' prior coursework in contracts, real estate and commercial transactions, ethics and government regulation. In these ways, the course emphasizes skills relevant in any transactional project, for-profit or otherwise.
This course is offered in the fall semester. We will meet most weeks at the scheduled class time for lectures, simulation exercises, and discussion. Students will be graded based on class participation, written assignments and exercises, and a take home examination.
This course also provides the background and framework for Advising Not-for-Profit Organizations: Business Practicum LAW 482 which is offered in the spring semester.
- 141 - Agency and Partnerships (2)
This class will focus on the Agency concepts of vicarious tort liability, the liability of a principal for its agent's contracts and fiduciary duties. In addition, the class will explore in depth all of the various partnership forms, including general partnerships, limited partnerships and registered limited liability partnerships. Creation of a partnership, the operation of a partnership, dissociation and dissolution will also be covered. (Eschbach)
- 546 - Anatomy of a Deal (1)
This weekend course will provide the essential skill set you will need as an entry-level deal lawyer. This is increasingly important, in light of growing client unwillingness to pay junior associate rates for attorneys to learn on the job. Facing an ever more competitive recruiting environment, it will be crucial for you to come out of the gate armed with the appropriate skill set for your chosen practice area. This course is designed to prepare you to speak intelligently in interviews and hit the ground running on the job. To this end, the focus of each class will be how to perform due diligence and how to draft resolutions, third-party opinion letters, and closing documents – tasks commonly assigned to junior associates. You will also study sample agreements that appear in many different types of deals, including commitment papers, indemnities, guaranties, escrows, pledge agreements and security agreements. When appropriate, we will invite guest lecturers to join us to provide real life insights into the transactional law practice.
- 139 - The Art of In-House Legal Counseling (3)
This course will introduce students to the evolving history, roles and responsibilities of in-house legal counsel. Students will investigate the skills and characteristics that contribute to successful and effective practice as an in-house counsel and explore the similarities and differences between in-house legal practice and outside legal practice. Topics covered during the course will include: the relationship between in-house counsel and his/her client; in-house counsel's role in adding value to his/her organization; advising and counseling clients; fact gathering and investigation; managing an in-house legal practice; selecting and managing outside counsel; and the ethical challenges of in-house counsel. This will be a hands-on course focused on practice skills development. In role plays, students will step into the shoes of in-house counsel to address a variety of situations in which an in-house counsel would be expected to act. Students also will observe experienced, practicing in-house counsel address similar situations and analyze the factors and considerations that contribute to effectively addressing the situations. Students will be expected to regularly attend and participate in class. There will not be a final examination in this course. Students will be evaluated on the basis of a final project (which will involve a class presentation and a written assignment or assignments) and class participation. (Slaughter)
- 476 - Art Law (3)
Art Law is a study of the main legal issues involved in the acquisition, ownership and disposition of works of art. The primary perspective is that of an attorney in the representation of an art collector, and how the transactional arc involves regular concerns, such as contract law, as well as art specific concerns, such as Nazi-era looted art. Part I Acquisition begins with a focus on the legal issues raised by the various venues for art purchases (art commissions, through a dealer, at auction) and follows with the two core issues of authenticity and good title. Part II Ownership concerns three topics that could arise during the ownership phase: crossing borders, moral rights and art loans. Part III Disposition completes the transactional loop with a discussion of how one transfers works of art during life or at death, whether by sale or gratuitious transfers, including valuation concerns. The course will include several drafting exercises (some of which will be done in teams) and a one-hour in-class final. (Rhodes)
- 233 - Bankruptcy
This course will provide a comprehensive survey of basic bankruptcy law. We will devote roughly equal time to consumer bankruptcy and business bankruptcy. Throughout the course, we will touch on the economic, political, and ethical issues underlying bankruptcy's competing goals: providing overextended consumer and business debtors with a fresh start and satisfying creditors' claims in an orderly, fair way. There are no prerequisites. Students' grades will be based on classroom participation and a take-home final exam.(Krivinskas-Shepard)
This course will provide a comprehensive survey of basic bankruptcy law. There are no prerequisites. Students' grades will be based on a take-home final exam.(Rosenberg)
- 185 - Business and the Law (enrollment limited to first-year students)(3)
The majority of practicing lawyers represent businesses or individuals with business or investment interests. Unfortunately, the majority of law students have had limited exposure to business law and the first year curriculum offers few opportunities to explore this area. This course is intended to expose first year law students to the fundamental issues and perspectives that pervade business law. The goal is to make these topics accessible to all students, particularly those who have not taken many, if any, undergraduate courses in business, economics or accounting.
The course will be divided into three segments. The first segment, entitled "The Law of Business," will introduce students to fundamental business and tax law concepts as well as transactional issues that business lawyers confront. These issues include the alternative ways of organizing a business (corporation, partnership or limited liability company) and the alternative ways of structuring a business acquisition or merger. The second segment, entitled "The Ethical Practice of Business Law" will explore the pressures on new lawyers to conform to an existing culture, how lawyers get into trouble, and how business law can be practiced in an ethical manner. The third segment, entitled "Developing a Financial Mindset" will introduce planning tools (e.g., the time value of money, compound interest) and the planning process in the context of both personal financial planning and business planning. Certain classes may be taught with other professors and practicing lawyers.
There will be no final exam in this course. Students will be required to take a mid-term exam and to submit a short final paper. Class participation may also be taken into account. Students will also be expected to read the Wall Street Journal on a daily basis. (Kwall)
- 825 - Business Law Center Clinic and Seminar I (4)
The Business Law 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.
Prerequisite for the course is Business Organizations. Federal Income Tax is highly recommended. Other recommended courses, in order of preference, are Corporate & Partnership Tax, Sales, and Securities Regulation. Class is limited to 10-14 students and instructor permission and an application is required. (Stone)
- 270 - Business Organizations (4)
This course gives brief treatment to agency and covers partnership as an alternative to the corporate form. Principal emphasis is on the law as it applies to the organization and functioning of corporations. 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. (Kaufman, Murdock, Ramirez, Rosenberg)
- 480 - Business Planning (3) - Murdock
Business Planning is a problem oriented course in which students work together in teams of three. There are 10 to 12 problems, covering fiduciary duty, valuing, capitalizing and organizing a corporation, drafting S/H agreements and buy/sell agreements, and selling the business. Other problems deal w/ similar issues in regard to LLCs and partnerships. Essentially, one problem is due each week. The problems range from legal memos to planning memos to drafting articles of incorporation and by-laws to marking up forms to accomplish a specified purpose. Prerequisite: Business Organizations. (Murdock)
- 480 - Business Planning: Transactions (3) - Rosenberg
A Business lawyer needs to know, or at least be generally familiar with, many areas of law. Therefore, the purpose of this course is to teach many legal issues, including:
(i)The organization of a business (e.g., the types of legal entities including: corporation, “S” corporation, partnership, and limited liability company), organizational documents for a corporation and a limited liability company, control issues including the problems of minority shareholder in a privately owned business, and understanding balance sheets and income statements;
(ii)The Financing of that business (including compliance with the federal securities laws in connection with private offerings and public offerings, bank borrowing and granting collateral pursuant to Article 9 of the UCC);
(iii)Certain key day-to-day transactions (including intellectual property, environmental law, labor law, real estate law, and sales of personal property as regulated by Article 2 of the UCC);
(iv)Buying and selling a business (including certain tax and non tax issues, documentation, hostile tender offers, going private and leveraged buyouts); and
(v)The financially trouble business (including workouts and the rudiments of securitization).
There is a large handout but the substance of the course is contained primarily in the lectures. Therefore, regular attendance is expected. There is no prerequisite for this course but some prior exposure to business law (e.g., Business Organizations) is highly desirable. (Rosenberg, Fall semester)
- 496 - Client Counseling and Negotiation (2)
This course is designed to develop skills used by lawyers in their roles as client interviewer, counselor and negotiator. Emphasis is on class participation. The first hour of each class is devoted to lecture/discussion of the covered topics. During the second hour students participate in practice problems which emphasize the skills taught in the first hour. Students are graded on the following: written paper, one videotaped out of class problem, and class participation. Because of the heavy emphasis on class participation, the class is limited to 18 students. (Suder)
- 404 - Client Counseling Seminar (1)
This course will be conducted in an intensive workshop format over the course of one weekend where students will role play as client and attorney. Students will learn the basic elements of client counseling techniques and put them into practice. Grades will be based on class participation. (Gaspardo, Mosshamer, dispute resolution faculty)
- 132 - Contracts (4)
JD Required Course
An analysis of the formation, transfer and termination of contract rights and duties, and the legal and equitable remedies available upon breach of contract. (Breen, Cooper, Haney, Moses, Williams)
- 298 - Contracts in Complex Commercial Transactions (2)
This course provides students with an introduction to contract concepts and terminology and exposes them to legal drafting techniques that will be useful in the private practice of law. Contract drafting requires more than knowing the legal boundaries within which parties operate. Lawyers also need advanced writing skills and an in-depth understanding of the building blocks of contracts and the functions of contract types and clauses. Attorneys must also pay attention to incentives, risks, and other strategic aspects of the underlying deal. This course will introduce students to selected documents used in various business deals and emphasize contract drafting through exercises that reflect the adversarial drafting of commercial contracts.
- 264 - Contract Negotiation and Drafting (2)
The purpose of this course is to provide exposure to contract drafting and negotiation to students with an interest in transactional law. During the course of the semester we will examine the purpose and process of drafting documents. We will also spend time discussing the business side of transactional law and how best to work with and counsel clients. In some instances, we will start with form documents borrowed from prior transactions (precedent) and we will revise these documents to reflect the particular facts and circumstances surrounding our transaction. In other instances we will work through drafting a document from scratch. Finally, we will spend time reviewing and revising existing documents and discussing the logistics of working through a variety of business transactions. The course will include numerous drafting exercises and some negotiation. By the end of the semester, students should have a basic understanding of how and why contracts are drafted and negotiated. In addition, each student should be able to draft a precise and practical document for a basic business transaction. (Dunck)
- 513 - Construction Law (2)
Construction law draws upon many areas of law from contracts to torts to insurance and land use. This course allows students to understand how they interact and work together. It will focus on the legal issues common to the construction industry from transaction considerations to litigation. We will examine the parties involved in a construction project, project delivery systems, negotiation of contracts, scheduling and delays, insurance and bonding considerations, mechanics liens, defects, claims procedures, remedies, warranties, and termination. Students will gain practical experience in drafting construction contracts as well as writing complaints for a construction dispute. Readings will include state and federal cases and statutes, with a focus on Illinois law. In addition, this course will look at current construction projects and disputes going on in Chicago.
- 126 - Corporate Compliance Programs (2)
The course will cover the elements necessary to implement a basic compliance and ethics program in a company. Students will become familiar with the basic principles of the Federal Sentencing Guidelines that define an "effective" compliance program. Students will learn the fundamentals of the job of Chief Compliance Officer by working with compliance issues in the media, commercially available compliance training programs and compliance techniques used in major corporations.
- 498 - Corporate Governance Law and Practice (2)
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 element of corporate governance practice including professional responsibility issues, the director selection process, board diversity, and empirical learning regarding the best corporate governance practices. Prerequisite: Business Organizations.
- 281 - Corporate and Partnership Tax (3)
This course is intended to follow Federal Income Tax. 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. Prerequisite: Federal Income Tax (mandatory); Corporations is recommended. (Kwall)
- 711 - Corporate Transactions in Health Law (3)
This course covers the business and legal issues that arise in health care transactions and the business and regulatory environment surrounding transactions. Topics covered will include organizational operations, the contents and role of organizational documents, and the application of tax laws to transactions. Students will analyze organizational documents and prepare presentations on issues presented by transactions. Prerequisite: Health Care Business & Finance. (Singer)
- 146 - Corporations, Human Rights and Social Responsibility (2)
This course teaches students to apply economic reasoning and empirical analysis to understanding legal issues. This course highlights the relevance of an economic approach to the foundations of the American legal system, including property, torts, contracts, criminal law, constitutional law and civil procedure. The use of law and economics is not confined to any particular world view or policy position, this course emphasizes the broad range of analytical tools that law and economics and empirical legal studies gives lawyers and legal scholars.
- 161 - Counseling Small Businesses (2)
This course is designed to provide practical advice on representing small businesses. It will include information helpful in determining who is the client, and what obligations, if any, you may have to persons who are not clients. You will be provided case studies highlighting matters of most importance to small businesses.
Topics to be covered will include advising clients on insurance requirements; negotiating commercial leases; use of independent contractors; licensing and related regulatory matters; exit strategies; and franchising.
The presentations throughout the course will be interactive; and students will be expected to participate regularly in the discussions.
- 582 - Derivatives for Lawyers (1)
Derivative are one of the fastest growing vehicles in the financial industry, yet least understood. This four-course session is a comprehensive introduction to derivative products and the application of derivative tools and skills needed to value and understand equity options and options on futures. The course format includes a combination of group discussion, short examples, and case problems to illustrate and apply the concepts of option. (Vignola)
- 431 - Documenting and Negotiating Finance Transactions (2)
This course offers students an opportunity to focus on the legal issues that arise between borrowers and their financial advisor/banker. Topics covered include a focus on commercial loan agreements, other capital raising vehicles and mergers and acquisitions. The course also focuses on the perspective of the CFO and the banker in deciding when and how to raise additional capital, expansion through acquisition and partnership/joint-ventures with other entities. Students also study examples of actual loan agreements and other related documents as well as analyzing case law involving financial institutions and loan agreements. This course uses practical examples of actual transactions including details of their negotiation and execution with the student actively involved on a case study basis. Prerequisites: Students taking this class will be expected to have taken Business Organizations. Knowledge of Secured Transactions and Federal Income Tax would greatly assist the student; these classes are not, however, required to take the course. (O’Brien)
- 236 - Entertainment and Sports Law (3)
This seminar will introduce students to the real world(s) of sports and entertainment law, examining the separate and distinct bodies of law and practices of both, while giving due to the many commonalities between the two fields, from intellectual property to professional contracts. As legal issues in both sports and entertainment law frequently appear in the headlines, this course will address up-to-the minute issues, while covering the seminal topics and cases within each, both in litigation and transaction. Guest lecturers may participate, as their schedules permit. As there will be efforts made to accommodate guests relevant to this course, the syllabus will be in flux. Further, attendance and class participation are required, making up a significant portion of the grade along with a take-home final examination. Reading assignments can be significant on a weekly basis relevant to the upcoming week's topic. (Epstein, Saper)
- 349 - Environmental Law (3)
An introductory course aimed at introducing the major federal environmental statutes and the types of analytical and practical problems encountered in the practice of environmental law and in environmental litigation. The course is devoted to reading and discussion of statutes, cases, articles, and problems in the various environmental media: air, water, and land disposal. Some technical science and engineering concepts are included. Administrative Law is highly recommended as a prerequisite. (Rieser, Shoenberger)
- 812 - Financial Institution Regulation I (2) (Online)
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.
- 813 - Financial Institution Regulation II (2) (Online)
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.
- 741 - Health Care Business and Finance (3)
This course is designed to introduce students to the business of health care, including the types, formation and operation of health care organizations. Topics covered will include health care finance, taxation, payment and coverage. Students will learn about basic transactions, including collaborations, mergers, and joint ventures and the application of securities laws to these transactions. The course will also cover basic financial operations and corporate governance and students will become familiar with basic organizational documents. (Singer)
- 361 - Insurance Law (3)
This course offers a basic study of the legal aspects of insurance. Problems common to all types of insurance are considered, including problems of policy interpretation, rights and liabilities of parties and companies, and the regulation of the insurance industry. In addition, special problems raised by particular types of insurance policies are considered. (Sampen)
- 371 - International Business Transactions (3)
An introduction to the legal aspects of international business. The course emphasizes the legal problems associated with international trade in goods and foreign direct investment, and covers regulation at the private, national, and international levels, and also may include an extended treatment of international litigation problems and/or the role of the multinational enterprise in world business. (Haney, Heard, Moses, Walker)
- 841 - International Commercial Arbitration and the CISG (3)
(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)
- 176 - International Trade Law (2)
This course is designed to familiarize the students with the regulatory system of international trade. Through the materials discussed in the course, focusing on the case law and jurisprudence of the WTO/GATT, the course is aimed at understanding the institutional framework of that system and the ways in which it functions. In addition the course deals with a large number of substantive issues on the international trade agenda.
While the course is focused on legal theory and doctrine of international trade, we will approach each and every topic from economic and social perspectives. Thus, the course is designed to follow a truly interdisciplinary tour of the relevant subject-matter.
The issues covered in the course include: Theory and Policy of International Trade; The Legal Structure of the GATT/WTO System; Dispute Settlement; The Most-Favored-Nation (MFN) Principle; Multilateralism and Regionalism; The National Treatment Clause; Escape Clauses and Safeguards; Article XX Exceptions and whether they include human rights rationales for deviating from otherwise binding obligations; Dumping and Antidumping Law; Subsidies and Countervailing Duties; Trade and Intellectual Property Rights: the TRIPS Agreement and access to essential medicines in particular; Trade in Services: the GATS; Trade and the environment; as well as Trade and development. (Gathii)
- 282 - Law and Accounting (2)
This course is intended to provide an understanding of basic accounting principles and their practical application in connection with the practice of law. There are no prerequisites and no requirement of a business background. Topics covered include fundamental principles of accounting for business enterprises; how to analyze and understand an income statement, balance sheet, and statement of cash flow; basic concepts of revenue recognition; conventions for capitalization versus expenses; and how to recognize possible manipulation of financial and accounting statements. Recent high profile accounting scandals such as Enron and WorldCom will also be explored.
- 182 - Law and Gaming
This course will introduce students to an array of legal and social issues associated with gambling. Topics will include casino gambling in Illinois, administrative law involving licensing, investigations, adjudications and due process, problem gambling, rulemaking, Indian gaming, internet gaming and associated issues. Various statutes, cases, articles, Attorney General Opinions and rules will be examined and discussed. Guest speakers may be utilized to emphasize a particular topic. (Fries)
- 557 - The Law of Risk Management (3)
In ways that vary from federal assistance to hurricane victims, to governmental health care programs to commercial insurance, risk management has become a vital component of the American economy. Life insurance, Medicare, FEMA and commercial litigation all represent components of an extensive public undertaking to manage risks of financial loss. To counsel and represent clients appropriately in connection with this part of the economy, it is often necessary to view issues from an unusual perspective, to "follow the loss" rather than "follow the money." This course provides a broad overview of the law of risk management, introducing students to ways in which the quantification of financial risks, the spreading of financial risk and other insurance concepts have been employed by courts and other governmental authorities to manage the financial risks faced by citizens.
This course will require students to review and discuss certain case law, as in many law school courses. It will also require students to review certain statutes and to acquire a facility in the analysis of statutes separately from case law. And it will require students to examine certain executive orders and the history of such orders. Some of the evaluation of each student's performance will be based on one or more short papers assigned during the term, and some will be based on a final examination. (Herbert)
- 155 - Law and the Subprime Debacle (2)
Beginning in late 2007, a rash of defaults in subprime mortgages triggered a historic credit crisis. This crisis has now resulted in a historic global economic contraction. This class will examine the role of law in precipitating and propagating the crisis. Financial regulation, corporate governance, globalization, and housing law will be examined to determine the role of each in creating the crisis and amplifying the crisis. Specific solutions will be offered. Finally, an institutional assessment of law and regulation will be undertaken to consider broader reforms. (Ramirez)
- 164 - Mergers and Acquisitions (3)
This course will introduce students to the issues that arise in merger and acquisition transactions. Students will study the legal framework within which m&a transactions and the negotiation and documentation of such transactions take place. Students will analyze the considerations involved in selecting various structural alternatives for m&a transactions, examine the dynamics of the m&a transaction negotiation process, investigate the various stages of m&a transactions and focus on the lawyer’s role in adding value to such transactions. Students will also have the opportunity to study, evaluate, draft and/or negotiate various types of documents that are commonly encountered in m&a transactions (such as, confidentiality agreements, employee retention agreements, investment banker engagement letters, letters of intent and purchase and sale agreements). There will be a take-home final examination. Students taking this class would benefit by having previously taken Business Organizations and Securities Regulation; these classes are not, however, required to take the course. (Slaughter)
- 446 - Mini MBA for Law Students (1)
Since the onset of the global financial crisis, the role of the lawyer has expanded. Law firms and their clients alike expect new lawyers to not only understand the law but the basics of accounting and finance as well. This intensive pass/no pass course in accounting and finance is designed to help prepare law students for the demands of a career within a law firm.
Topics covered include:
- How to read and analyze financial statements
- How to calculate returns on investments
- How to value companies
- How to structure securities
Goal: To prepare law students for careers in a changing economy in which lawyers will be expected, and even obligated, to understand the intricacies of the business world.
Description: This Unique program was designed to bring the world of finance and accounting to aspiring lawyers. It seeks to offer law students an overview of business concepts most relevant to legal professionals and relates these concepts to a broad array of practice areas. The course progresses in order of difficulty beginning with basic elements of accounting and concluding with more advance concepts related to securities pricing.
Financial Statements: Analyzing financial statements has been a tsk traditionally performed by investment bankers and accountants. However, with accounting scandals threatening to erode confidence in corporate America, attorneys are taking on a prominent role in preparing and analyzing financial statements. Including the Balance Sheet, Income Statement, and Cash Flow Statement, this course is designed to give students an overview of accounting techniques and their relevance.
Financial Analysis: The process of analyzing financial statements is involved in virtually every business decision. As corporate managers and bankers rely more on the advice of their inside and outside counsel, it is now imperative that an attorney better understand basic business decision making tools. This course will allow students to understand different methods of analyzing financial statements, what they are used for, and who uses them.
Issues in Financial Reporting: In the wake of the massive corporate accounting scandals such as Enron, WorldCom, and Parmalat, the importance of detecting such fraud has taken on new proportions. No longer a matter reserved exclusively for accounts and financial analysts, accounting fraud is a concern of most attorneys who must be able to detect and report any suspicious of questionable reporting practices. This course is designed to equip students with the basic skills to determine signs of corporate accounting fraud along with guidance on what to do when confronted with such matters.
Corporate Finance: With Issues related to corporate finance becoming more relevant today than ever, the role a lawyer plays in structuring transactions, negotiating deal terms, and coordinating the underwriting process is becoming increasingly important. This course provides the basic tools to understand, apply and challenge most aspects of financial management.
Valuation: Valuation forms the cornerstone of nearly every business transaction. Whether it involves mergers and acquisitions, leveraged buyouts, venture capital, or real estate, a solid understanding of valuation will ensure an equitable transaction. Attorneys play an active role in these transactions but all too often become entrenched in the purely legal aspects of them. This course will help students to better understand the methodology and techniques behind various forms of valuation and in turn, better serve the needs of their clients.
Securities: Attorneys play a vital role in capital formation and deal structuring for companies of all sizes. This course is designed to offer students a better understanding of the financial instruments they help structure. Topics covered will include stocks bonds, and derivatives. Additionally, the course will explore these concepts in the context of real cases drawn from recent transactions.
Students will be responsible for class participation and a review project.
- 808 - MJ Business Ethics and Social Responsibility (2) (Online)
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.
- 803 - MJ Business Organizations (4) (Online)
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.
- 821 - MJ International Business Law (2) (Online)
This course serves as an introduction to the background, theoretical legal framework and development of international business transactions. Students will study the businesses and legal issues and strategies that impact international business transactions, gain insight into the dynamics of negotiating and structuring international business transactions and learn about the role that lawyers and legal professionals play in international business transactions. Course material includes two primary course books, an anthology and additional supporting materials.
- 800 - MJ Introduction to Business Law (2) (Online)
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.
- 801 - MJ Legal Research and Writing (2) (Online)
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.
- 819 - MJ Real Estate Transactions (2) (Online)
This course serves as an introduction to contractual, priority of right, and title assurance issues involved with transferring real estate. The course will cover the life cycle of a residential real estate purchase from the pre-contract period through closing. Course material includes an introduction to residential real estate markets and professionals, the title system, mortgages and deeds of trust, foreclosures, land contracts, liens, ownership forms, residential loan closings, and an introduction to selected basic commercial real estate issues.
- 817 - MJ Securities Regulation I (2) (Online)
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.
- 804 - MJ Thesis: Business Law (4) (Online)
804 - M.J. Thesis/Capstone Project (4)
- 811 - MJ US Corporate Governance (2) (Online)
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.
- 230 - Negotiable Instruments (3)
The course examines the law of commercial paper (negotiable instruments payable in money) as codified in Articles 3 and 4 of the Uniform Commercial Code. The formal requisites of the various types of instruments are considered, as are the rights and liabilities of the several parties to such negotiable contracts. The concept and legal significance of holding in due course is treated in depth. Approximately one-third of the course concentrates on the mechanics of bank collection of checks and the related law as incorporated in Article 4 of the Code. (Breen, Tracy)
- 226 - Negotiating and Drafting a Retail Lease (2)
This course will examine the basics of retail leasing by studying a sample lease. Students will learn both the Landlord's and Tenant's perspective of a lease by negotiating and drafting lease provisions for both parties. Each week the students will participate in a mock negotiation of the provisions studied the previous week. The only text for this course will be a sample lease which will be provided by instructor. (Kelly)
- 231 - Secured Transactions (3)
This course examines the law of consensual liens on personal property under Article 9 of the Uniform Commercial Code. It deals with the use of personal property, tangible and intangible, as collateral to secure payment or performance obligations. Course materials cover creation of the security interest, validity of the security interest as against the claims of third parties, priorities of claims between competing secured parties and other lien holders, and rights upon foreclosure. Emphasis is on risk aversion and problem solving. (Tracy, Williams)
- 569 - Securities Enforcement (2)
This course will examine the enforcement of the federal securities laws from the perspectives of both the Securities and Exchange Commission and defense counsel. We will examine the SEC's investigative process, including the taking and defending of testimony; and will examine selective types of securities fraud investigations, including accounting fraud, insider trading, and offering frauds. We will also evaluate the role of auditors and in-house counsel in detecting and preventing securities fraud; remedies available to the SEC; the settlement process; and collateral actions by other civil and criminal authorities.
The required weekly reading will consist of recent enforcement cases, rulemaking, related statutes, law review articles and other commentary. Most classes will begin with a student presentation on a securities law-related topic of their choosing. Guest instructors may be used to address specific topics throughout the semester.
- 116 - Securities Fraud Seminar (2)
The class begins with a broad overview of the U.S. securities markets and equity products being offered to the public. Based on that foundation an analysis of fraud as it applies to securities is reviewed beginning with the history of fraud up to the current Supreme Court cases concerning the definition of securities fraud. The class will examine several different views of securities fraud including the perspective of the individual shareholder or enforcement attorney on the Plaintiff's side to the stock broker, corporate officer and Board member on the defense side. (Rzepczynski)
- 370 - Securities Regulation (3)
The first half of the course treats the 1933 Securities Act in depth. The 1933 Act deals with an initial distribution of securities to the public, the process of registration, exemptions from registration, and the liabilities involved. The question of what is a security also is treated. The second half deals with the multifaceted 1934 Securities Exchange Act. The substantive areas include the operation of the exchanges and the over-the-counter market, broker/dealer duties and liabilities, proxy and tender offer processes and liabilities, short swing profits, and Rule 10b-5. (Kaufman, Murdock)
- 472 - Securitization (2)
Securitization is an essential component of modern commercial finance. The highly structured nature of securitization transactions requires the reconciliation and consideration of a variety of legal issues, including the securities laws, bankruptcy law, various federal regulations, the law of secured transactions and corporation law. This multi-disciplinary course will explore those issues in the pragmatic context of documentation from actual securitization transactions. Evaluation will take the form of a final examination.
- 465 - Strategic Counseling for International Corporate Clients (2)
The course is designed to introduce students to legal issues faced by international organizations planning to invest in the U.S.A. The course is based on a practical approach and will familiarize students with the legal framework attorneys consider when counseling clients on various options of foreign commercial activity in the U.S.A. Students will identify legal issues based on a client’s actual business plan, and develop the best strategy to meet the client’s investment goals. The simulation of the challenges of today’s international corporate practice develops the students’ strategic counseling skills.
The course will analyze the traditional vehicles of investments in the U.S., including supply/agency/distribution agreements and establishments of U.S. operations. Students will examine the legal implications of various forms of business enterprise (sales or distribution company; manufacturing operations) in terms of liability tax, labor and employment, and immigration issues. The class will explore other methods of foreign investment, including acquisitions and joint-ventures, and their legal consequences, and will conclude with a look at U.S. regulation of foreign investment and issues in dispute resolution. (Fiordalisi)
- 365 - Technology Transactions for Business Lawyers (2)
The impact of technology on our economy has been profound. Whether it is the use of information technology to improve a firm's management capabilities or its sales or services offerings, or the commercialization of new technologies, such as the development of advanced semiconductors or biotech, business' involvement with and dependence on technology continues to grow at an unprecedented rate.
Attorneys who represent technology companies must be proficient in the legal and business issues related to such technology. Consequently, this course is geared for the future transactional practitioner who is interested in developing an understanding of the most pertinent areas of technology-based transactions.
Underlying all technology transactions is intellectual property, which, depending on the particular transaction, needs to be protected, developed, bought or sold. As such, this course will begin with a brief overview of intellectual property to establish a basis for our review of technology transactions, but we will focus mostly on transactions related to and stemming from intellectual property. We will then address legal perspective on the corporate procurement, development and management of new technologies. We will delve into issues related to general commercial transactions involving intellectual property, such as joint ventures and development agreements, and examine more specialized issues related to technology, such as general e-commerce, data rights (both U.S. and International) and security.
There are no prerequisites for this two (2) credit course. The course will have a significant applied element, which will include drafting and negotiating technology agreements, as well as topical classroom presentations. Furthermore, while previous intellectual property licensing courses or experience may provide a basis for this course, such licensing represents only a portion of the topics that will be covered and discussed.
There is no final exam. Instead, grades will be determined based on the applied projects, presentations and classroom participation. While the course will include recommended texts, the primary resources expectedly will be available through a medium central to class discussions the Internet.
- 130 - Transactional Skills Seminar (2)
Negotiating Everything – A Transaction Skills Seminar.
The course will examine the lawyer’s role in business transactions by looking at examples of two decidedly different transactions – the negotiation of commercial real estate leases and the structure of the purchase, ownership, and operation of a corporate aircraft. The practical skills and knowledge acquired by examining these examples can be applied to virtually all commercial transactions. The class will consider the art of negotiating those transactions – and will focus on the role of the lawyer in those negotiations. We will consider a variety of negotiating strategies and how to deal effectively with opposing counsel who may, or may not, share your particular strategy. In addition, the class will examine a corporate aircraft transaction – with a myriad of parties and opposing interests and regulations - with the goal of appreciating the juggling and balancing necessary to achieve the best result possible. Along the way we will look at how there is not ONE way to do things, rather there are many ways and many strategies. The rules and processes taught in law school are there to provide guidance; they are not hard and fast rules about the way that a transaction must be done. That's one of the benefits of being a transactional lawyer - the rules are set by the parties as they negotiate.
Students will be evaluated on the basis of classroom participation and attendance, a paper, and, in lieu of final exam, a one-on-one negotiation session with the instructor. Regular attendance is expected; if a student cannot attend class, please notify the instructor.
- 552 - Unincorporated Business Organizations (2)
Either as transactional lawyers or as litigators, you are more likely to find yourselves working with unincorporated business entities than corporations. What are these entities and how do they differ from the corporation? The course briefly reviews all unincorporated entities with special focus on limited partnership (LP), limited liability partnership (LLP) and limited liability company (LLC). First part of the course deals with the legal issues involved in the formation of those entities (choice of form considerations, drafting of the agreement). The second part considers issues encountered in the operation of those entities (inevitable conflicts among shareholders, partners or members, buyout agreements, dissolution of the entity). Students will undertake in-class mock negotiation and mock trial. Grades will be based on participation and on a take-home exercise (Champetier de Ribes-Justeau)