Course Descriptions

Fall 2011 Business and Corporate Law Class Descriptions

Advanced Business Planning (Richard A. Shaw)
LWBC520

2 credit(s)
Concentration(s): Business and Corporate Law (JD)
Prerequisite(s): Tax I or its equivalent, Corporations or its equivalent (at the JD level)

The course consists of a series of planning problems that arise in connection with the formation and operation of a corporation. Attention will be directed to the corporate law, securities law and tax law issues related to each event with emphasis placed on active class participation in problem solving and selection of alternative solutions. For each seminar meeting there will be ungraded homework assignments directed to issues raised with each problem. The final examination will consist of a 72 hour take-home examination and problem.

Note: This is an advanced tax course with priority enrollment for LLM in Taxation students.

Bankruptcy (Philip J. Giacinti, Jr.)
LWBC510

3 credit(s)
Concentration(s): Business and Corporate Law (JD)

This course will provide an examination of the liquidation and reorganization cases under the Bankruptcy Code, and the effects of bankruptcy on non-bankruptcy debtor-creditor law and pre-bankruptcy transactions. The objective of this course is to give students a working familiarity with the Code and associated rules, cases and folklore; an understanding of the policies reflected in and relevant to bankruptcy law; and an appreciation of the bankruptcy practice. There are no course prerequisites. However, the scheduling of the course on Article 9 Secured Transactions and/or the Creditors Remedies course before, or along with, the Bankruptcy course, while not required, is suggested.

Business Planning (Dennis Doucette)
LWBC520

3 credit(s)
Requirement: Skills
Concentration(s): Business and Corporate Law (JD)
Prerequisite(s): Tax I, Corporations

This seminar combines advance work in Corporations, Federal and State Securities laws, and Federal Taxation in the context of business planning and counseling. The course is based upon a series of problems involving common business transactions which present corporate securities law and tax issues for analysis, and resolution. The problems cover such topics as factors in the decision to incorporate; the formation of partnerships, limited liability companies, and corporations, both closely held and publicly owned; securities law considerations in raising capital; corporate distributions; the sale and purchase of businesses; mergers and other forms of acquisition; and recapitalization, division, and dissolution of corporations.

Corporations (Lynne L. Dallas, Frank Partnoy)
LWBC545

4 credit(s)
Concentration(s): Business and Corporate Law (JD)

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).

European Union Commercial Law (Jens Schovsbo, Vibe Ulfbeck)
LWIC522

1 credit(s)
Concentration(s): Business and Corporate Law (JD)

As business is becoming more international so must the law and lawyers. In a world of international trade and transactions companies and their advisers need to have a global legal horizon. Until quite recently, it would not have made any practical sense to talk about an “EU commercial law”. However, due to the ongoing harmonization of the law of the EU countries a body of truly common European law is emerging from the melting pot of the national laws and traditions and EU institutions and courts. The course draws on the results of 30 years of continued and ongoing EU harmonization to provide US law students with an overview of some of the central aspects of European commercial law. The course focuses on the practical legal problems facing an American enterprise doing business in Europe but at the same time provides for a basic understanding of the EU legal framework. After a brief general introduction to EU law the course falls in two parts. Part I deals with the transfer of goods and covers such topics as general contract law (PECL Principles of European Contract Law), the EC directive on Unfair Contract Terms, the EC directive on Products Liability and central liability rules related to the transportation of goods. Part II deals with the trade in intangible rights notably patents and trademarks. This part opens with a general presentation of the European systems for the protection of inventions and trademarks. It then moves on to discuss aspects relating to the exercise of those rights in regard to the Treaty rules on the free movement of goods (“parallel importation” and the principle of “exhaustion of rights”) and to tech-trans agreements and other issues involving competition law. The course requires no prior knowledge of European law. This class will have a final examination. (Class meets from October 11 – 27, 2011.) Information on course material will follow.

Finance & Accounting for Lawyers (Brian P. Brinig)
LWBC555

2 credit(s)
Concentration(s): Business and Corporate Law (JD)

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 Business Transactions (Michael D. Ramsey)
LWIC533

3 credit(s)
Concentration(s): Business and Corporate Law (JD)

This course provides an introduction to the legal aspects of private international sales and investment transactions. Topics include sales contracts, letters of credit, bills of lading, investment and financing contracts, and resolution of private sales and investment disputes. Regulatory aspects of international transactions, including export licensing, regulatory jurisdiction, and the Foreign Corrupt Practices Act, will also be considered. The focus will be transactional, with attention to the structure of private relationships and the anticipation and avoidance of litigation.

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

International Contracts (Herbert I. Lazerow)
LWIC537

2 credit(s)
Concentration(s): Business and Corporate Law (JD)

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 Finance Techniques (John I. Forry)
LWIC541

3 credit(s)
Concentration(s): Business and Corporate Law (JD)

International finance techniques have become increasingly effective but technically challenging. This course first covers key legal and tax issues common to most international financing. Separate units then cover several of the most common cross-border finance techniques, analyzing key elements of each technique and providing examples of legal and tax regimes and specific transactions to illustrate such techniques. The course concludes by identifying several areas of opportunity, as well as certain ethical issues, applicable to international finance. At the beginning of the course, students are assigned to teams. Each team is provided with a brief case study proposing one of the finance techniques covered in the course, and makes a presentation in the final sessions of the course and later submits a paper covering key elements and issues of the finance technique in its case study. In addition, each student’s course grade may be increased (but not decreased) based upon classroom performance by one grade level (e.g., from B to B+). One or more previous courses in finance or taxation are recommended, but not required. Students who have taken or intend to enroll in Taxation of International Finance are not eligible to enroll in this course.

International Taxation (Dennis Lilly)
LWTE539

3 credit(s)
Concentration(s): Business and Corporate Law (JD)
Prerequisite(s): Tax I
Recommended Class(es): Tax II

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. This is an advanced tax course with priority enrollment for LLM in Taxation students.

Note: Students who have taken OUTBOUND INTERNATIONAL TAX PLANNING (Pugh) and/or TAXATION ON INTERNATIONAL TRANSACTIONS (Lazerow) are not eligible to enroll in this course.

Securities Regulation (Michael P. McCloskey, John Stiska)
LWBC580

3 credit(s)
Concentration(s): Business and Corporate Law (JD)
Prerequisite(s): Corporations or concurrent enrollment

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. Prerequisite: Corporations must be taken prior to or concurrently with this course.

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

Tax II (Karen C. Burke)
LWTE560

3 credit(s)
Concentration(s): Business and Corporate Law (JD)
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).

UCC: Sales (William H. Lawrence)
LWBC592

3 credit(s)
Concentration(s): Business and Corporate Law (JD)

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.

UCC: Secured Transactions (William H. Lawrence)
LWBC594

3 credit(s)
Concentration(s): Business and Corporate Law (JD)

This course deals with the creation, perfection, enforcement, and priorities of security interest in personal property, including goods, "paper" collateral, and intangibles such as accounts, in both commercial and consumer settings. The treatment of security interests in bankruptcy, and in priority contexts with various non-Article 9 interests, is also examined.

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