Course Descriptions

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Fall 2024 Class Descriptions

Biotechnology Law (LWIP510)

Instructor(s): Stephen Ferruolo

2 credit(s), Letter Graded
Requirement(s): Writing
Concentration(s): Business and Corporate Law (JD), Intellectual Property (JD), LLM in Business and Corporate Law (LLMB), Business and Corporate Law (LLMUS), Intellectual Property (LLMUS), Intellectual Property Law (LLMG), Business and Corporate Law (MSLS), Intellectual Property Law (MSLS)

As one of the fastest growing industries in California (and throughout the world), biotechnology offers increasing opportunities for attorneys who can serve the broad and complex legal needs of companies developing biotech products. Developing these products, especially drugs and biologics, involves significant risks, long lead times, and typically many rounds and types of financing, including funding development through collaborations and strategic partnerships. Global intellectual property protection is also essential; biotech patents can be excessively expansive and must be pursued strategically. Biotech companies face many critical and complex regulatory hurdles to comply with a broad array of U.S. and international rules, obtain marketing approval, and satisfy governmental reimbursement and pricing requiremens. We will be reviewing these issues, risks and challenges topically, looking at case studies of notable biotech companies (including Genentech and Theranos) and inviting leading industry executives and legal practitioners to share their insights.

In addition to reading the assigned materials and participating in class discussion, each student will be required to write a substantial final paper on an approved topic related to biotechnology and the law. There will also be one or two shorter written assignments based on the readings.

 

Bus Transactions in Emerging Markets (LWBC512)

Instructor(s): Frederick Heller

2 credit(s), Letter Graded
Concentration(s): Business and Corporate Law (JD), International Law (JD), LLM in Business and Corporate Law (LLMB), Business and Corporate Law (LLMUS), International Law (LLMUS), LLM in International Law (LLMI), Business and Corporate Law (MSLS), International Law (MSLS)
Recommended Class(es): International Business Transactions

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): Monica Sullivan, Staff

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

ransactional drafting is crucial to the legal profession. It refers to the process of creating documents to formalize agreements between parties. This course trains students to be able to use the process comfortably. You will learn to structure agreements, and express them in clear and concise language that will benefit clients and maximize the likelihood of favorable interpretation. The course emphasizes both cooperative and individual drafting work. Each week in class, you will focus on selected components of the drafting process, and prepare a document or exercise requiring you to practice what you learn. You will receive immediate feedback on that days drafting activity, and written comments on individual weekly homework assignments. Visits by attorneys who draft contracts in their practice will provide a view of how the legal profession depends on this skill. This class will use various types of contracts that touch on various areas of substantive law: contracts for the sale of goods, business or property (contract law, commercial transactions); residential and commercial leases (landlord-tenant and real estate law); settlement agreements (torts); employment, non-disclosure and non-compete agreements (employment law); retainer agreements (legal ethics); intellectual property rights (intellectual property); corporate acquisitions (corporations, securities law); entertainment contracts (entertainment law); vendor contracts (sports law). Grades are based on the scores on individual weekly assignments.

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.

Contract Drafting GRAD (LWGC563)

Instructor(s): Leslie Morsek

2 credit(s), Letter Graded
Requirement(s): Writing
Concentration(s): LLM in Business and Corporate Law (LLMB), Business and Corporate Law (LLMUS), Business and Corporate Law (MSLS)

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. 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.

Corporate Counsel Externship I (LWVL591)

Instructor(s): Beth Baier

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

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 academic credit may be earned for corporate counsel externship work outside this time period.

Academic requirements include: mandatory orientation, student journals submitted to the professor relating to the field placement work; discussion boards on legal practice topics; a four-six page reflective paper at the end of the semester, include a placement evaluation; an externship work product for professor review; and an on-site supervisor evaluation showing 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. After you submit the form, the Office of Career and Professional Development will review it and send you an email with directions on how to enroll.

If you have any placements questions, read the FAQ's available at that link.  If the FAQ's do not answer your field placement questions, contact the Office of Career and Professional Development at lawcareers@sandiego.edu

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 externship qualifies for the concentration.


Additional Information: JD Concentrations Web Page, Email Law Student Affairs

Corporate Counsel Externship II (LWVL589)

Instructor(s): Beth Baier

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

Externship II students refine their skills, with a longer opportunity to specialize their training in a specific area. Externship II is limited to students who have previously worked at a Corporate Counsel Externship placement. Please refer to Corporate Counsel Externship I description for additional requirements.

Corporate Tax (LWTE560)

Instructor(s): David Bowen

3 credit(s), Letter Graded
Concentration(s): Business and Corporate Law (JD), LLM in Business and Corporate Law (LLMB), Business and Corporate Law (LLMUS), Taxation (LLMUS), LLM in Taxation (LLMT), Business and Corporate Law (MSLS), Taxation (MSLS)
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): Anthony Mauriello

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

This externship places students at local law firms and companies to provide legal assistance to technology companies in the areas of corporate formation and transactions, contracts, employment, and related areas. Students will be supervised by attorneys at the local law firms and companies as well as the professors. Students begin work during the first week of the semester with companies and law firms, and meet one-on-one with the professors on a regular basis.  This course includes a "boot camp," instructional time on the first and third Saturdays of the semester, from 11:30 am - 2:30 pm. An application process will be used to select students for the course. Students who registered for the course in previous academic years may not apply for the course for 2024-2025 without the permission of the Professor. Applications are due Friday, April 5.


Additional Information: Application

Corporations (LWBC545)

Instructor(s): Mark Lee, Caley Petrucci

4 credit(s), Letter Graded
Concentration(s): Business and Corporate Law (JD), Employment and Labor Law (JD), LLM in Business and Corporate Law (LLMB), Business and Corporate Law (LLMUS), Employment and Labor Law (LLMG), Business and Corporate Law (MSLS)

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.

Entrepreneurship Clinic I (LWVL520)

Instructor(s): Eric Austin, Liz Bui, Sebastian Lucier, Christopher William Turnbow

2-4 credit(s), H/P/L/F Graded
Requirement(s): Experiential
Concentration(s): Business and Corporate Law (JD), LLM in Business and Corporate Law (LLMB), Business and Corporate Law (LLMUS)

Through hands-on opportunities, students in the Entrepreneurship Clinic provide pro bono legal services to low- and moderate-income entrepreneurs who want to start or expand their small businesses. The Entrepreneurship Clinic does not engage in litigation-related services; instead, it focuses on advising clients on legal matters relating to starting their business and assisting in drafting and filing necessary documents. Such work includes: determining the appropriate choice of business entity, assistance in obtaining necessary permits and licenses, advising on employment and independent contractor issues, drafting and reviewing commercial contracts and leases, assisting with the establishment of tax-exempt organizations, and interacting with the USPTO in filing trademarks, including a special fast-track program. The clinic is graded on a 4-tier Pass-Fail basis. No prerequisites.

Entrepreneurship Clinic II (LWVL521)

Instructor(s): Eric Austin, Liz Bui, Sebastian Lucier, Christopher William Turnbow

1-4 credit(s), H/P/L/F Graded
Requirement(s): Experiential
Concentration(s): Business and Corporate Law (JD), LLM in Business and Corporate Law (LLMB), Business and Corporate Law (LLMUS)

Clinic II interns refine their skills, working on complex cases and cases already begun as Clinic I interns. Students may mentor first time clinic participants, serve as lead attorney on cases, and have additional opportunities to appear in court or administrative proceedings. Supervising attorneys/adjunct professors provide individualized coaching, based on the Clinic II interns needs and interests. Prerequisite: Successful completion of Clinic I in the same clinic.The clinic is graded on a 4-tier Pass-Fail basis. No prerequisites.

Finance & Accounting for Lawyers (LWBC555)

Instructor(s): Brian Brinig

2 credit(s), Letter Graded
Concentration(s): Business and Corporate Law (JD), LLM in Business and Corporate Law (LLMB), Business and Corporate Law (LLMUS), Taxation (LLMUS), LLM in Taxation (LLMT), Business and Corporate Law (MSLS), Taxation (MSLS)

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.

In-House Corporate Counseling (LWBC567)

Instructor(s): Saerin Cho

3 credit(s), Letter Graded
Concentration(s): Business and Corporate Law (JD), Employment and Labor Law (JD), LLM in Business and Corporate Law (LLMB), Business and Corporate Law (LLMUS)
Recommended Class(es): Corporations

Taught by Saerin Cho, this course offers a comprehensive exposure to the dynamic and multifaceted role played by in-house attorneys as they represent for-profit business entities, non-profit organizations, and government agencies at the federal, state, and local levels.  Throughout the course, the students will build skills and confidence necessary to be a successful in-house counsel.  Course topics include demystifying the role of in-house counsel, corporate governance, contracts, labor and employment law, data protection and privacy law, legal operations, working with outside counsel, serving as a strategic business partner with a law degree, and performing the duties of an in-house counsel with confidence, effectiveness, and compassion necessary in this increasingly remote and globally connected world.  Students will learn from a practicing general counsel of a global organization and also hear from guest speakers who work in-house at entities in San Diego and across the globe.

International Asia-Pacific Commercial Arbitration (LWIC531)

Instructor(s): David Brennan

2 credit(s), Letter Graded
Concentration(s): Business and Corporate Law (JD), Civil Litigation (JD), International Law (JD), LLM in Business and Corporate Law (LLMB), Business and Corporate Law (LLMUS), International Law (LLMUS), LLM in International Law (LLMI), Business and Corporate Law (MSLS), International Law (MSLS)

This course is the study of international commercial arbitration that emphasizes the Asia/Pacific regions 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.

Note:

THis is a short course.

International Business Transactions (LWIC533)

Instructor(s): Michael Ramsey

3 credit(s), Letter Graded
Concentration(s): Business and Corporate Law (JD), International Law (JD), LLM in Business and Corporate Law (LLMB), Business and Corporate Law (LLMUS), International Law (LLMUS), LLM in International Law (LLMI), Business and Corporate Law (MSLS), International Law (MSLS)

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.

International Contracts (LWIC537)

Instructor(s): Herbert Lazerow

3 credit(s), Letter Graded
Concentration(s): Business and Corporate Law (JD), International Law (JD), LLM in Business and Corporate Law (LLMB), Business and Corporate Law (LLMUS), International Law (LLMUS), LLM in International Law (LLMI), Business and Corporate Law (MSLS), International Law (MSLS)

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 Taxation (LWTE539)

Instructor(s): David Bowen

3 credit(s), Letter Graded
Concentration(s): Business and Corporate Law (JD), LLM in Business and Corporate Law (LLMB), Business and Corporate Law (LLMUS), International Law (LLMUS), Taxation (LLMUS), LLM in Taxation (LLMT), LLM in International Law (LLMI), Business and Corporate Law (MSLS), International Law (MSLS), Taxation (MSLS)
Prerequisite(s): Tax I

This basic course in international taxation addresses the U.S. taxation of inbound and outbound cross-border transactions and activities.  The course includes comprehensive coverage of 26 USC Subchapter N, which contains the basic provisions for tax on income from sources within or without the United States.  The course will cover both FAUST (foreign activities of U.S. taxpayers) and USAFT (U.S. activities of foreign taxpayers), and will emphasize the significant changes brought about in the 2017 TCJA (Tax Cut and Jobs Act).  Examples of specific topics include the sourcing rules, the foreign tax credit, CFCs (controlled foreign corporations), FCCs (foreign controlled corporations), the Subpart F regime, repatriations, the GILTI-FDII-BEAT provisions, and other FAUST-USAFT matters.

Negotiation (LWLP560)

Instructor(s): Gregg Relyea, Ana Sambold

3 credit(s), H/P/L/F Graded
Requirement(s): Experiential
Concentration(s): Business and Corporate Law (JD), Civil Litigation (JD), Employment and Labor Law (JD), LLM in Business and Corporate Law (LLMB), Business and Corporate Law (LLMUS), Employment and Labor Law (LLMG), Business and Corporate Law (MSLS)

Effective negotiation skills are essential to the successful practice of law. Most legal disputes are resolved through direct negotiation. This course will teach students effective communication techniques and negotiation strategies in a workshop-style setting. The course will introduce students to different types of bargaining, different approaches to bargaining, specialized communication techniques used by effective negotiators, and techniques for overcoming negotiating impasses. Negotiation practices will be taught using both lecture and experiential methods (interactive exercise, role play exercises). This course will be practical in its orientation, with an emphasis on prevailing negotiation techniques and strategies customarily used by practicing lawyers. Due to the participatory nature of the course, enrollment will be limited. Grades are based upon in-class participation, in-class exercises, student reflection/self-assessment, and homework assignments. The course is graded on a 4-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): Stephen Ferruolo

3 credit(s), Letter Graded
Concentration(s): Business and Corporate Law (JD), Public Interest Law (JD), LLM in Business and Corporate Law (LLMB), Business and Corporate Law (LLMUS), Business and Corporate Law (MSLS)
Recommended Class(es): Corporations

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.

Note:

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