Course Descriptions

Spring 2013 LLM in Business and Corporate Law Class Descriptions

Advanced Corporate Tax Problems (Richard A. Shaw)
LWTE508

2 credit(s)
Requirement: Skills
Concentration(s): LLM in Business and Corporate Law (LLMB)
Prerequisite(s): Tax II

A series of planning and structural problems involving advanced issues in corporate taxation will be discussed. The topics to be covered include advanced corporate asset disposition and distribution problems; redemptions; stock transfers and dividends; collapsible corporations; accumulated earnings tax; personal holding companies and S corporations. Prerequisite: Tax II (Corporate Tax). This is an advanced tax course with priority enrollment for LLM in Taxation students. This class meets for 10 sessions TBA.

Antitrust (Mark Lee)
LWBC503

3 credit(s)
Concentration(s): LLM in Business and Corporate Law (LLMB)

In the name of two vaguely worded statutes, the Sherman Act and the Clayton Act, courts have regulated a wide variety of business practices including price-setting cartels, trade associations activities, distribution agreements, franchising, package selling, boycotts, long-term contracting, and mergers. This course focuses on the issues raised by this regulation. Understanding and formulating the arguments bearing on these issues requires the use of elementary microeconomics. Students without any economics background usually constitute the plurality of the class population. If you are among this plurality, you may experience a little intellectual discomfort, but you may take solace in the fact that, in several other years, some similarly situated students outperformed their classmates. The trick is to avoid falling into the trap of believing that wishing makes something so. I will assume that you have engaged in no prior study of microeconomics (unless each of you informs me otherwise), so I will explain the relevant economic concepts as they arise. When I am not explaining economic concepts – or summarizing a course unit – I will direct class discussion about cases and problems. I will do this by asking a set of interrelated questions designed to (a) lead students to a particular insight and (b) serve as a model for analysis. Your course grade will not be less than the grade that you achieve on the (very traditional) final examination, but it may be one grading increment higher if you make a relatively strong net intellectual contribution to class.

Business Planning (Dennis Doucette)
LWBC520

3 credit(s)
Requirement: Skills
Concentration(s): LLM in Business and Corporate Law (LLMB)
Prerequisite(s): Tax I or its equivalent, Corporations or its equivalent (at the JD level)

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.

Corporate Counsel Internship (Stacey Tyree)
LWVL591

1-3 credit(s)
Requirement: Skills
Concentration(s): LLM in Business and Corporate Law (LLMB)

The Corporate Counsel Internship Program consists of a work component and a class component. The Corporate Counsel Internship Program allows students to receive academic credit for 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 a licensed attorney. The goal of the Program is to provide students with the opportunity to observe first-hand the operations of a corporate legal department and to gain an understanding of the legal issues addressed by corporate counsel. The student must not receive monetary compensation or any outside funding for or related to the work and must be supervised by an on-site lawyer. Students can secure their own internship placements or meet with the Internship Director or Career Services for guidance. Placements qualify for the Program only if the organization requires that a student receive academic credit as a condition of the internship. Organizations willing to pay students or to have them work on a volunteer basis do not qualify for the Program. After a placement is found, students must complete an Application Form to have their placement approved for the Program. Employers who participate in the Program must commit to the requirements of the Program. Students work a minimum of 60 hours per unit of credit and may receive 1-3 credits. Students participate in primarily on-line class sessions involving small group discussions, prepare weekly summaries of their work and complete a writing assignment. If you have been accepted into an internship placement and want to apply for the internship course, fill out the Corporate Counsel application. If you have any other questions, email Lizzette Herrera Castellanos or call (619) 260-2342. The internship is graded on a Pass-Fail basis. Please contact the Office for JD Student Affairs (lawstudentaffairs@sandiego.edu) to find out if your work in this clinic qualifies for a JD concentration.

Note: There are limitations on JD concentration eligibility. Please check the Business & Corporate Law Concentration and Intellectual Property Concentration web pages for more information. Email lawstudentaffairs@sandiego.edu to see if your work qualifies.
Additional Information: Business & Corporate Law Concentration, Intellectual Property Concentration

Corporate Innovation and Legal Policy (Orly Lobel)
LWIP528

3 credit(s)
Requirement: Writing
Concentration(s): LLM in Business and Corporate Law (LLMB)

What are the optimal policy ingredients and business strategies for managing innovation? How can business leaders, inventors, lawyers, and policymakers benefit from the connections between corporate success, intellectual property, and human capital? The course will introduce foundations of intellectual property law and employment and organizational practices. We will examine corporate policies and disputes over the control of ideas, secrets, skill and intellectual property. In particular, we will analyze non-compete contracts, trade secrets and non-disclosures, information privacy, economic espionage, employee duties of loyalty, including prohibitions on customer and co-worker solicitation and raiding for competitive endeavors; and employer ownership over inventions and artistic work, including pre-invention patent assignment agreements and work-for-hire disputes. In the past few years, the black box of innovation has been pierced with a plethora of new interdisciplinary research and practice. At the same time, industry and policymakers in the United States, like other countries around the world, are debating the benefits of existing EIP laws. In the course, we will bring together these various developments to identify how companies can sustain their innovative capacities, commercialize science, and manage creativity, and to assess how differences in regulatory and contractual arrangements in the employment relationship can impact key aspects of innovation, such as the rate of patent filings, the level of network participation in intellectual and creative endeavors, individual motivation to innovate, organizational behavior, and talent mobility.

Corporate Reorganization (M. Carr Ferguson)
LWTE510

3 credit(s)
Concentration(s): LLM in Business and Corporate Law (LLMB)
Prerequisite(s): Tax I

This course considers the tax treatment of corporations and shareholders in corporate acquisitive reorganizations, single corporation reorganizations and corporate divisions, including carryovers. Tax II is recommended but not required. Prerequisite: Tax I and Corporations: Tax II is recommended but not required. This is an advanced tax course with priority enrollment for LLM in Taxation students.

Corporations (Mark Lee, Lynne L. Dallas)
LWBC545

4 credit(s)
Concentration(s): LLM in Business and Corporate Law (LLMB)

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 the LLM in Business & Corporate Law.

Deals (Frank Partnoy)
LWBC550

3 credit(s)
Requirement: Skills
Concentration(s): LLM in Business and Corporate Law (LLMB)
Prerequisite(s): Corporations

This course will focus on the role of lawyers in a variety of corporate transactions. It is designed for students interested in practicing corporate or securities law or in careers in business. Among the types of deals typically covered are compensation agreements, venture capital financing, initial public offerings, and mergers and acquisitions. The course also typically covers certain specialized deals, which in the past have included securitizations, international trade financing, spinoffs, tracking stock, and director/officer insurance. Students will complete one or more individual assignments, which will involve the creation and editing of documents related to one or more deals on a real-time basis. Depending on the number of students enrolled, students also might form teams to write papers and give presentations on a particular deal. Corporations is a prerequisite.

High Tech Start Ups (Thomas A. Smith)
LWBC587

2 credit(s)
Requirement: Writing
Concentration(s): LLM in Business and Corporate Law (LLMB)

This course covers the legal principles and some of the tax law applicable to a series of interesting, complex, and current entrepreneurial transactions, utilizing venture capital or private equity financing. The course will cover, time permitting, as many as possible of the following: (1) a new business start up (with emphasis on high technology sectors); (2) a growth equity investment in an existing business enterprise; (3) a leveraged buyout of a private or a public company (including a going-private transaction); (4) use of a flow-through tax entity such as an S corporation, a partnership, or an LLC, for a variety of venture capital or private equity financed transactions; (5) devising an exit scenario for the successful venture capital or private equity financed enterprise (such as IPO, SEC rule 144 sales, or sale of the company); and (6) forming a new venture capital, LBO, or private equity fund. Substantive subjects touched upon include federal income tax, securities regulation, corporate law, partnership law, LLC law, bankruptcy law, fraudulent conveyance law, and other legal doctrines and accounting rules and practical structuring issue relevant to entrepreneurial transactions (including use of common and preferred stocks, convertible debentures and convertible preferred, warrants, and options). The course reviews these in a transactional context and may also consider to some extent their policy underpinnings and likely future evolution. Corporations is a prerequisite. Introductory Income Tax is recommended, and Taxation of Corporations is desirable, as are Securities Law, and Corporate Finance, and related courses.

Note: There are limitations on Intellectual Property (JD) concentration eligibility. Please check the Intellectual Property Concentration web page for more information.
Additional Information: Intellectual Property Concentration

International Business Transactions (Ralph H. Folsom)
LWIC533

3 credit(s)
Concentration(s): LLM in Business and Corporate Law (LLMB)

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 Finance Techniques (Dan Dillon)
LWIC541

2 credit(s)
Concentration(s): LLM in Business and Corporate Law (LLMB)
Recommended Class(es): Courses in Finance & Taxation

This course covers several of the most common cross-border finance techniques, including IPOs, project finance, venture capital, and securitization, by analyzing real world examples of each to highlight not only the key legal issues involved, but also the practical hurdles faced by an American lawyer working on these types of deals, frequently as part of a multi-national legal, investment banking, and accounting team. The course will also examine the ways American law and legal practice have shaped how these deals are done internationally, and how they influence these types of transactions even when US investors are not involved. A recurrent theme of the course (highlighted by personal anecdotes) will be the challenges of working as an American lawyer on these types of deals in parts of the world with less strenuous legal, regulatory, and taxation regimes, as well as different cultural norms; and balancing the need to be seen by non-American clients and colleagues as “business oriented” while also ensuring that the issues of American law are addressed appropriately and that American professional ethics and cultural norms are not compromised in the process. The course concludes by identifying several areas of opportunity in international finance, and with a discussion of risk management, compliance, and certain ethical issues. At the beginning of the course, students will be assigned to teams, each of which will be provided with a brief case study of one of the finance techniques covered in the course. Each team will make a presentation to the class in the final sessions of the course and later submit a paper covering the key elements of that finance technique and the issues raised by its application in the specified context. In addition, each student’s course grade may be increased (but not decreased) by one grade level (e.g., from B to B+) based upon classroom performance.

International Sales (William H. Lawrence)
LWIC555

3 credit(s)
Requirement: Skills
Concentration(s): LLM in Business and Corporate Law (LLMB)

This course focuses on the United Nations Convention on the International Sale of Goods (CISG), with comparisons to domestic law (the UCC in particular). Considerable time is devoted to the application of the CISG to problems that typically arise in international sales transactions. The course does not include an exam. Students instead prepare written memos that reflect the type of assignments they can expect in practice with a law firm.

Mergers and Acquisitions (Thomas A. Smith)
LWBC570

3 credit(s)
Concentration(s): LLM in Business and Corporate Law (LLMB)

This course will examine selected economic, corporate law, and securities law aspects of the acquisition of businesses. Topics covered will include some basic (and necessary) corporate finance theory (such as valuation, efficient capital markets, event studies and option pricing theory); empirical evidence on the social costs and benefits of acquisition activity; the structuring of friendly and hostile acquisitions; the corporate law of takeover defenses; and securities law regulation of acquisition transactions. Some accounting and tax law topics may be touched upon, but they will not be a major focus of the course. Some effort will be made to examine drafting and negotiations aspects of M&A transactions. Corporations is a prerequisite. Students with substantial background in related areas may take Corporations concurrently, with permission. There will be a final exam in the class.

Negotiation (Gregg Relyea)
LWLP560

3 credit(s)
Requirement: Skills
Concentration(s): LLM in Business and Corporate Law (LLMB)

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 will be based on a written final examination, homework assignments, and class participation. The course is graded on a 4-tier Pass/Fail basis. Note: Students may only elect this course or Alternative Dispute Resolution to count towards the Civil Litigation Concentration (JD).

Note: Students may only elect this course or Alternative Dispute Resolution to count towards the Civil Litigation Concentration (JD).
Additional Information: Civil Litigation Concentration

Negotiation (Colin Wied)
LWLP560

3 credit(s)
Requirement: Skills
Concentration(s): LLM in Business and Corporate Law (LLMB)

Negotiation is an intrinsic part of our personal and professional lives. With study and practice, negotiation skills can be dramatically improved. The course draws on principles taken from academic research on negotiation and illustrates them through practical exercises. The core of the course is a series of simulated negotiations that increase in complexity over the term. They are carried out both inside and outside the classroom. Bargaining styles, communication techniques, cognitive barriers to communication and the impact of emotions on negotiations are explored. Then, the various contexts in which negotiations take place are addressed, including lawyer/client, business transactions, and dispute resolution in family, business, personal injury, criminal and bankruptcy law cases. The course concludes with an introduction to mediation. Enrollment is limited. The course is graded on a 4-tier Pass/Fail basis. Note: Students may only elect this course or Alternative Dispute Resolution to count towards the Civil Litigation Concentration (JD).

Note: Students may only elect this course or Alternative Dispute Resolution to count towards the Civil Litigation Concentration (JD).

Tax II (Brian Lynn)
LWTE560

3 credit(s)
Concentration(s): LLM in Business and Corporate Law (LLMB)
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) and the LLM in Taxation.

UCC: Sales (David W. Brennan)
LWBC592

3 credit(s)
Concentration(s): LLM in Business and Corporate Law (LLMB)

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.

Valuation (Hon. David Laro)
LWTE585

2 credit(s)
Concentration(s): LLM in Business and Corporate Law (LLMB)
Prerequisite(s): Tax I, Tax II

This course encompasses the ever expanding body of law as it relates to valuation of business interest. Topics include the proper standard of valuation, various valuation methods, and the use of discounts and premiums. The class will review business valuation issues with respect to family limited partnerships, estate planning, corporation transactions, and other areas. Cutting edge issues such as valuing high tech companies will be covered. Prerequisites: Tax I; Tax II and/or Corporations is recommended. This is an advanced tax course with priority enrollment for LLM in Taxation students.

White Collar Crime (Jason A. Forge, Eric J. Beste)
LWBC595

2 credit(s)
Concentration(s): LLM in Business and Corporate Law (LLMB)

The course will cover a variety of topics related to the defense and prosecution of "white collar" criminal offenses, with a particular focus on emerging trends in the law arising from recent corporate scandals and prosecutions. The lectures will emphasize strategies for conducting internal investigations of corporations and their officers and directors, as well as tactics used by law enforcement in conducting white collar grand jury investigations and criminal prosecutions. In this regard, the course will be geared towards students interested in pursuing careers as prosecutors or criminal defense attorneys, as well as those who may represent corporate clients generally.
Note: Students may only elect this course or Federal Crimes to count toward the Criminal Litigation Concentration (JD).

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