Course Descriptions

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Fall 2018 Business and Corporate Law Class Descriptions

Bankruptcy (LWBC510)

Instructor(s): Mary Jo Wiggins

3 credit(s), Letter Graded
Concentration(s): Business and Corporate Law, LLM in Business and Corporate Law
Recommended Class(es): UCC: Secured Transactions

This course will provide an detailed examination of the liquidation and reorganization dynamics in both corporate and consumer cases under the Bankruptcy Code, and the effects of bankruptcy on non-bankruptcy debtor-creditor law, corporate workouts, and a variety of pre-bankruptcy transactions. The objective of this course is to give students a working knowledge of the Code and associated rules, cases and history; an understanding of the policies reflected in and relevant to bankruptcy law and non-bankruptcy debtor-creditor law; and an appreciation of the reality of modern bankruptcy practice. There are no course prerequisites. The course grade will be based on a traditional final exam and possibly a midterm.

Bus Transactions in Emerging Markets (LWBC512)

Instructor(s): Frederick Heller

2 credit(s), Letter Graded
Concentration(s): International Law, Business and Corporate Law, LLM in International Law, LLM in Business and Corporate Law
Recommended Class(es): International Business Transactions , International Trade & Investment

International lawyers face difficult challenges when their clients transact business in emerging markets. While local legal systems—including the courts and regulators—pose a range of distinct problems, problems also frequently arise outside of the legal systems—from the political, economic, financial and cultural dynamics of the emerging markets. Students will first explore the attributes that define emerging markets and how they differ from developed markets. Using what they learn about emerging markets, students will identify challenges that impact a business transaction in an emerging market. Students will then study illustrative real-life emerging market transactions, including legal documents, and propose ways to meet emerging market challenges through provisions in legal documents and other means. The goal of the course is to provide students with the tools to assist clients in emerging market business transactions.

Contract Drafting (LWGC563)

Instructor(s): Elaine Edelman

2 credit(s), Letter Graded
Requirement(s): Writing OR Experiential
Concentration(s): Business and Corporate Law, LLM in Business and Corporate Law

Transactional drafting is a skill used in most areas of law. It refers to the process of composing documents to formalize agreements and settlements between parties. This course will train students to be comfortable with the drafting process, which includes expressing agreements and settlements in language that will benefit clients, and composing documents that contain this language in a form that will maximize favorable interpretation in court. The course emphasizes both cooperative and individual drafting work. Each week in class, students will learn about selected components of the process, draft a document or exercise requiring the use of that component, and receive feedback on that day’s drafting activity. Students will have weekly individual homework assignments that reinforce that week’s skill. One or more attorneys whose practices include drafting work will appear in class to give students practical feedback on their work. Grades will be based on individual weekly written homework assignments and an end-of-semester individual drafting project, and are subject to the upper class curve requirements. Students may only enroll in two of the following during their law school career: Advanced Legal Writing OR LWR III: Lit & Judicial Drafting OR LWR III: Legal Writing OR Contract/Legal Drafting. Students desiring to add the second class in this series must receive a signature on their add/drop form from the Office for JD Student Affairs, and provide the form to the Registrar's office (that is, students cannot add the second class themselves online.)

Note: This course may fulfill either the Experiential OR Upper Division Writing requirement. Students will be asked in class at the beginning of the semester to elect which requirement they would like this course to fulfill. The student's election is final.

Corporate Counsel Externship I (LWVL591)

Instructor(s): Beth Baier

1-6 credit(s), P/F Graded
Requirement(s): Experiential
Concentration(s): Intellectual Property Law, Intellectual Property, Business and Corporate Law, LLM in Business and Corporate Law

The Corporate Counsel Externship Program consists of a work component and a class component and allows students to earn academic credit working in the legal department of a corporation, company or other business entity. Students may also work in other departments of a corporation as long as they are supervised by an on-site licensed attorney.

Students must work during the academic session for a minimum of 50 hours per unit of credit and may receive 1-6 credits. For purposes of corporate counsel externship work, the academic session is from the official start of classes to the last day of final exams. No externship work for a corporate counsel placement is permitted outside this time period. Academic requirements include: mandatory orientation, journals between student and professor relating to the field placement; periodic discussion boards on legal practice topics; a three-five page reflective paper at the end of the semester; an example of work product for professor review; and, satisfactory completion of work experience. The Externship is graded on a Pass-Fail basis.

If you have been offered and have accepted a field placement, meet the eligibility requirements, agree to meet the course obligations and want to register for the Externship course, fill out the Field Placement Form. The Office of Career and Professional Development will then confirm your placement and instruct you on registering for the course.

Contact lawcareers@sandiego.edu with placement questions. Contact Professor John Sansone, Academic Director, at jsansone@sandiego.edu with academic questions.

Note: There are limitations on JD concentration eligibility. Please check the JD concentrations web pages for more information. Contact Law Student Affairs to find out if your work in this clinic qualifies for the concentration.
Additional Information: JD Concentrations Web Page, Email Law Student Affairs

Corporate Finance (LWBC530)

Instructor(s): Jordan Barry

3 credit(s), Letter Graded
Concentration(s): Business and Corporate Law, LLM in Taxation, LLM in Business and Corporate Law
Corequisite(s): Corporations

This course covers the core concepts of finance as they relate to the study and practice of law. The course is designed to accommodate both students with no background in finance as well as those with substantial knowledge of the field. It will start with basic financial literacy and will build toward more advanced topics, such as financial statement analysis, valuation of stocks and bonds, risk management, portfolio theory, derivatives, and corporate financial management. The course includes quantitative concepts and exercises, and students will be required to use a spreadsheet program, such as Microsoft Excel. This class will be of particular value to students who intend to pursue transactional legal practice, but it will also be valuable to litigators.

Corporate Tax (LWTE560)

Instructor(s): David Bowen

3 credit(s), Letter Graded
Concentration(s): Taxation, Business and Corporate Law, LLM in Taxation, LLM in Business and Corporate Law
Prerequisite(s): Tax I

The course involves a study of the basic concepts of federal income taxation of C corporations and their shareholders, including organization of corporations; cash and stock dividends; redemptions of stock; partial and complete liquidations; sales of corporate businesses and reorganizations. Taxation of corporations is compared with taxation of partnerships, limited liability companies and S corporations. The emphasis is on careful analysis of Code provisions, Treasury Regulations, other administrative materials and important judicial decisions in relation to problems that are frequently assigned in advance of class discussion.

Note: This is a required course for the Business and Corporate Law Concentration (JD).

Corporate Technology Externship (LWVL570)

Instructor(s): Ted Sichelman

1-6 credit(s), P/F Graded
Requirement(s): Experiential
Concentration(s): Intellectual Property Law, Intellectual Property, Business and Corporate Law, LLM in Business and Corporate Law

This course places students at local law firms to provide legal assistance to local technology startups in the areas of corporate formation and transactions, contracts, employment, and related areas. Students will be supervised by attorneys at local law firms as well as the professor. The course will begin with 6 class sessions covering the core types of transactions encountered in technology startups. There are no scheduled classes during the remainder of the semester; instead, students will work with the firms and supervising lawyers each week, and meet one-on-one with the professor on a regular basis. Students who registered for the IP Externship or Corporate Technology Externship in previous academic years may not apply for the course for 2018-2019. An application process will be used to select students for the course. Please download the application and submit no later than Friday, April 27.

Note: There are limitations on JD concentration eligibility. Please check the JD concentration web pages for more information.
Additional Information: Application

Corporations (LWBC545)

Instructor(s): Lynne Dallas, Thomas Smith

4 credit(s), Letter Graded
Concentration(s): Business and Corporate Law, Employment and Labor Law, LLM in Business and Corporate Law

This course examines the structure and the rights and obligations of directors, officers, and shareholders mainly under state corporations law. Other topics include partnerships and limited liability entities. The course covers, among other subjects, the characteristics of the corporation as distinct from other forms of business association, the special problems of the closely-held corporations (a corporation owned by a few persons), the fiduciary obligations of directors and controlling shareholders in closely-held and public corporations, procedures for decision making by directors and shareholders, shareholder voting rights, and certain federal securities law subjects, such as insider trading.

Note: This is a required course for the Business and Corporate Law Concentration (JD) and for the LLM in Business & Corporate Law.

Finance & Accounting for Lawyers (LWBC555)

Instructor(s): Brian Brinig

2 credit(s), Letter Graded
Concentration(s): Taxation, Business and Corporate Law, LLM in Taxation, LLM in Business and Corporate Law

Much of the practice of law relates to financial issues. This two-credit course deals with understanding and analyzing financial statements, basic business valuation techniques and their importance in litigation matters, economic damages calculations (both personal injury and business damages), and concepts of present value. Understanding these financial concepts is critical to lawyers who encounter them daily in their practices. The course is designed for the student who does not have a sophisticated background in accounting or finance.

International Asia-Pacific Commercial Arbitration (LWIC531)

Instructor(s): David Brennan

2 credit(s), Letter Graded
Concentration(s): International Law, Business and Corporate Law, LLM in International Law, LLM in Business and Corporate Law, Civil Litigation

This course is the study of international commercial arbitration that emphasizes the Asia/Pacific region’s practices and arbitral regimes. The study will use The Convention on the International Sale of Good (CISG) to study all facets of sales and trade in goods from contract formation, terms, obligations, performance, breaches, excuses and remedies. The study of arbitration clauses and the practices of the arbitral institutions in the Asia-Pacific region is a focus. The steps from initiating arbitration, appointing arbitrators, composition of arbitral tribunals, procedures including written and oral submissions and the scope and limits on evidence are all considered. The course will address the UNCITRAL Model Law for arbitration and compare it to Asia-Pacific arbitral systems including CIETAC, HKIAC, and CEAC. The substance, procedural and conflicts of law situations will be addressed. The course objective is to develop the capacity to be able to engage in arbitration processes in the Asia-Pacific Region for international commercial sales and trade disputes. The classes, materials and certain model problems will facilitate that objective. The class also builds the very different research approaches and skills required to determine issues under The CISG, including those from recognized international principles, writings of scholars, rules and guidelines together with principles from arbitral decisions. The course will be required for incoming 2L VICAM candidates and is also open to all other eligible students. The only prerequisite for this course is for JD students who should have completed all of the required first-year courses and be in their second year. The course will be letter-graded based on a final examination to be held in October.

International Business Transactions (LWIC533)

Instructor(s): Michael Ramsey

3 credit(s), Letter Graded
Concentration(s): International Law, Business and Corporate Law, LLM in International Law, LLM in Business and Corporate Law

This is an introductory course on international business law. The course book employed is problem-oriented, focusing student attention on practical problem solving. The course coverage is global, and may include problems related to international sales transactions, letters of credit, customs, import and export trade law, technology transfers across borders, foreign investment law, and international business dispute settlement. Grading is by final exam and midterm. 

This course will principally focus via lectures on the extensive law of the World Trade Organization, Brexit, and NAFTA and its "re-negotiation". 

Note: This is a required course for the International Law Concentration (JD).

International Contracts (LWIC537)

Instructor(s): Herbert Lazerow

3 credit(s), Letter Graded
Concentration(s): International Law, Business and Corporate Law, LLM in International Law, LLM in Business and Corporate Law

Legal aspects of contracts for the international sale of goods under the UN Convention. Topics include the applicability of the convention and its most important substantive provisions including contract formation, choice of forum, choice of law, warranties, risk of loss, excuse and dispute resolution.

International Negotiation (LWIC548)

Instructor(s): Allen Snyder

3 credit(s), H/P/L/F Graded
Requirement(s): Experiential
Concentration(s): Business and Corporate Law, LLM in International Law, International Law, LLM in Business and Corporate Law, Civil Litigation

The course will include specific materials and skill-building exercises on cross-cultural aspects of the bargaining process. Participants will include lawyers from other nations who are enrolled in USD's LLMC program, and upper class American JD students. Four-tier Pass/Fail grading.

Note: There are limitations on concentration eligibility. Check the Business and Corporate Law Concentration (JD) and Civil Litigation Concentration (JD) web pages for more information.
Additional Information: Business and Corporate Law Concentration (JD), Civil Litigation Concentration (JD)

International Taxation (LWTE539)

Instructor(s): Dennis Lilly

3 credit(s), Letter Graded
Concentration(s): Taxation, International Law, Business and Corporate Law, LLM in International Law, LLM in Taxation, LLM in Business and Corporate Law
Prerequisite(s): Tax I

This basic course in international taxation will focus on the principles relating to the taxation of foreign persons (individuals as well as legal entities) by the United States and the U.S. taxation of income received by U.S. individuals and entities from activities abroad. Topics will include principles of international tax jurisdiction; rules relating to the source of income and deductions; the foreign tax credit; Section 482 and transfer pricing; foreign currency translations; international double taxation treaties and an introduction to controlled foreign corporations.

Negotiation (LWLP560)

Instructor(s): Staff, Gregg Relyea

3 credit(s), H/P/L/F Graded
Requirement(s): Experiential
Concentration(s): Business and Corporate Law, Employment and Labor Law, LLM in Business and Corporate Law, Civil Litigation
Recommended Class(es): Trial Advocacy

Effective negotiation skills are essential to the successful practice of law. Most legal and business disputes are resolved through direct negotiation. This course will teach students effective techniques and negotiation strategies in a work shop style setting. This course will introduce students to different types and styles of bargaining and specialized communication skills currently used by effective and successful negotiators. Negotiation competencies will be taught through lecture and experiential methods (interactive and role play exercises). Practical in its orientation, emphasis is placed on prevailing negotiation techniques and strategies used by practicing lawyers and professional business negotiators. Due to the participatory nature of the course, enrollment is limited. Grades will be based on class participation, homework assignments, quizzes, an out of class negotiation assignment and a take-home final. The course is graded on a four tier Pass/Fail basis.

Note: There are limitations on concentration eligibility. Check the Business and Corporate Law Concentration (JD), Civil Litigation Concentration (JD), and Employment and Labor Law Concentration (JD) web pages for more information.
Additional Information: Business and Corporate Law Concentration (JD), Civil Litigation Concentration (JD)

Securities Regulation (LWBC580)

Instructor(s): Mark Lee

3 credit(s), Letter Graded
Concentration(s): Business and Corporate Law, LLM in Business and Corporate Law, Public Interest Law

The Securities Regulation class will include an overview of the capital markets and the underwriting process, the structure and prohibitions of the Securities Act, the registration process, the definitions of security and exempted securities, the private and limited offering exemptions, offerings by underwriters, affiliates and dealers, civil liability under the Securities Act, fraud in connection with a purchase or sale of a Security, and general civil liability provisions. No Prerequisites.

Note: This is a required course for the Business and Corporate Law Concentration (JD).

Tax Planning Lab (LWTE568)

Instructor(s): Paul Yong

3 credit(s), Letter Graded
Concentration(s): Taxation, Business and Corporate Law, LLM in Taxation, LLM in Business and Corporate Law
Prerequisite(s): Tax I, Corporate Tax

The course will be held on select Fridays during the fall semester. Students will work in teams on simulated tax planning exercises with lawyers from Sempra Energy & KPMG. Exercises will include planning, counseling, and negotiating on matters related to mergers & acquisitions, corporate tax, international tax, and financial statement impact. Federal Income Tax and Corporate Tax are required pre-requisites. The course is open to both JD and LLM students. Grades will be assessed based on group projects, written work, and participation.

Note: The initial class meeting will be held at USD. All other sessions will be held at Sempra.

UCC: Sales (LWBC592)

Instructor(s): William Lawrence

3 credit(s), Letter Graded
Concentration(s): Business and Corporate Law, LLM in Business and Corporate Law

The course on sales of goods addresses the provisions of Article 2 of the U.C.C., with some comparisons with the new Article 2A on leases of goods. The primary topics include contract formation and enforceability, terms of the contract, risk of loss, warranties, performance and breach, remedies for breach, and transfer of goods. A problem-solving approach is used extensively.