Course Descriptions

Spring 2016 Business and Corporate Law Class Descriptions

Advanced Corporate Tax Problems (Richard A. Shaw)
LWTE508

2 credit(s), Standard Letter Graded
Requirement(s): Skills
Concentration(s): Business and Corporate Law (LLMC)
Prerequisite(s): Tax II/Corporate Tax

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 class meets for 10 sessions TBA.

Students who completed the three credit Tax I course must obtain professor approval using the form at www.sandiego.edu/law/registrar/forms.php.

Agency, Partnership & the LLC (Mark Lee)
LWBC502

3 credit(s), Standard Letter Graded
Concentration(s): Business and Corporate Law (LLMC)

This course is about the business issues that inevitably confront people working together and how the laws of the various forms of non-corporate business organizations -- agency, partnership, limited partnership, limited liability partnership (LLP), and limited liability company (LLC) -- resolve these issues. The focus will be on what, if anything, a lawyer can and should do about the resolutions provided by these laws. Students will be asked to provide advice to hypothetical clients about how they might achieve some of their goals while reducing the chances of pricey litigation. Because the focus of this course is the development of a set of skills, students will be asked to practice using these skills every day in class; the professor will ask sets of interrelated questions and will work with students to answer these questions. The instructor treats students as junior partners, according them the respect due and expecting them to shoulder the responsibilities of a junior partner.

Antitrust (Mark Lee)
LWBC503

3 credit(s), Standard Letter Graded
Concentration(s): Business and Corporate Law (LLMC)

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.

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 (JD)

Contracts (Staff)
LWAA520

4 credit(s), Standard Letter Graded
Concentration(s): Business and Corporate Law (LLMC)

An introduction to legal reasoning and analytical skills through an investigation of how the law enforces agreements. Included are such topics as: the requirements for the formation of a contract; problems of interpretation; damages for breach; the statute of frauds; illegality; and problems which arise during the performance stage of a contract, such as the creation and failure of express and implied conditions, excuse through impossibility or frustration of purpose, and discharge. Article II of the Uniform Commercial Code is introduced and compared with the common law of contracts.

Corporate Counsel Externship (formerly called Corporate Counsel Internship) (Beth Baier)
LWVL591

1-3 credit(s), P/F Graded
Requirement(s): Skills
Concentration(s): Business and Corporate Law (LLMC)

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 work a minimum of 60 hours per unit of credit and may receive 1-3 credits. Academic requirements include: mandatory orientation, journals between student and professor relating to the field placement; 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 Margaret Dalton, Faculty Director, at mdalton@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 internship qualifies for a concentration.
Additional Information:JD Concentrations Web Page, Email Law Student Affairs

Corporate Innovation and Legal Policy (Orly Lobel)
LWIP528

3 credit(s), Standard Letter Graded
Requirement(s): Writing
Concentration(s): Business and Corporate Law (LLMC)

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.

Note: This course may be applied as part of the nine required credits for the Employment and Labor Law Concentration (JD).
Additional Information:Employment and Labor Law Concentration

Corporate Reorganization (M. Carr Ferguson)
LWTE510

3 credit(s), Standard Letter Graded
Concentration(s): Business and Corporate Law (LLMC)
Prerequisite(s): Tax I, Corporations, Corporate Tax

This course considers the tax treatment of corporations and shareholders in corporate acquisitive reorganizations, single corporation reorganizations and corporate divisions, including carryovers. Prerequisites: Tax I, Corporate Tax and Corporations.  

Students who completed the three credit Tax I course must obtain professor approval using the form at www.sandiego.edu/law/registrar/forms.php.

Corporate Tax (Victor Fleischer)
LWTE560

3 credit(s), Standard Letter Graded
Concentration(s): Business and Corporate Law (LLMC)
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. Your grade will be based on a 8 hour take-home final examination.

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

Corporations (Lynne L. Dallas)
LWBC545

4 credit(s), Standard Letter Graded
Concentration(s): Business and Corporate Law (LLMC)

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.

In-House Corporate Counseling (Stephen C. Ferruolo)
LWBC567

2 credit(s), Standard Letter Graded
Concentration(s): Business and Corporate Law (LLMC)

In-house lawyers practice in the law departments of for-profit business entities, non-profits, and in government at the federal, state, and local levels. (It is estimated that 20 to 30% of all lawyers will practice in-house at some time in their careers.) This course will be conducted by Dean Stephen C. Ferruolo with experienced corporate counsel from San Diego based corporations. Topics to be addressed include: The Roles of the In-house lawyer; Professional Responsibility Issues for In-house Lawyers; Practicing Preventive Law; Corporate Business Ethics Programs; Compliance Programs and Internal Investigations; Corporate Governance Best Practices; Risk Management and Crisis Management; Why and How to Teach Your Clients Contracts 101; Litigation Outside Counsel Management; Trade Secrets and Intellectual Property; International Operations and Transactions; Counseling the Public Company Board and Officers, Shareholder Meetings, and Compliance with Federal and State Securities Laws. The class will also discuss what In-House lawyers should know about labor and employment law, and accounting and finance.

International Business Transactions (Ralph H. Folsom)
LWIC533

3 credit(s), Standard Letter Graded
Concentration(s): Business and Corporate Law (LLMC)

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 exam and/or problem sets.

 

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

International Sales (William H. Lawrence)
LWIC555

3 credit(s), Standard Letter Graded
Requirement(s): Skills
Concentration(s): Business and Corporate Law (LLMC)

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.

Legal Drafting (Elaine Edelman)
LWGC563

2 credit(s), Standard Letter Graded
Requirement(s): Writing OR Skills
Concentration(s): Business and Corporate Law (LLMC)

Transactional 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 day’s 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); vendors’ contracts (sports law). Grades are based on the scores on individual weekly assignments. 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 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 office (that is, students cannot add the second class themselves online.)

Note: This course may fulfill either the Professional Skills 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.

Negotiation (Gregg Relyea)
LWLP560

3 credit(s), H/P/L/F Graded
Requirement(s): Skills
Concentration(s): Business and Corporate Law (LLMC)

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

Negotiation (Herbert I. Lazerow)
LWLP560

3 credit(s), H/P/L/F Graded
Requirement(s): Skills
Concentration(s): Business and Corporate Law (LLMC)

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

Securities Regulation (David McGowan)
LWBC580

3 credit(s), Standard Letter Graded
Concentration(s): Business and Corporate Law (LLMC)

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 (Victor Fleischer)
LWTE568

2 credit(s), Standard Letter Graded
Requirement(s): Skills
Concentration(s): Business and Corporate Law (LLMC)
Prerequisite(s): Tax I, Corporate Tax

The course will be held on five Saturdays during the spring 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.

Taxes & Business Strategy (Howard Abrams)
LWTE558

3 credit(s), Standard Letter Graded
Concentration(s): Business and Corporate Law (LLMC)

The course is based on the textbook “Taxes and Business Strategy: A Planning Approach” (5th ed. 2015), by Myron S. Scholes, Mark A. Wolfson, Merle Erickson, Michelle Hanlon & Terry Shevlin. There are no prerequisites and students who have taken one or more tax classes can also take this class. The course provides a very high-level introduction to the basic rules of federal income taxation such as the computation of taxable income, the difference between capital gain and ordinary income, non-recognition provisions, and the basic forms of entity taxation. Most of the course is based around problems the students are required to solve using time-value of money computations, asking the students to determine, for example, what form of deferred compensation is most appropriate given specific individual and corporate tax rates along with a particular investment horizon. Students also compute the tax benefit of such techniques as rolling a traditional IRA into a Roth IRA and making a 338(h) (10) election as part of a corporate acquisition. This course is very different from other tax courses because it does not focus of the details of the Internal Revenue Code but rather seeks to develop the analytical skills students need to provide correct and detailed answers to specific business questions when the answers are affected by tax considerations. Each student will make heavy use of a financial calculator or a spreadsheet to do the homework although the examination will not require the students to do any calculations.
Grades based on the final exam.

Tech Entrepreneur Law Clinic (Ted Sichelman)
LWVL570

3 credit(s), P/F Graded
Requirement(s): Skills
Concentration(s): Business and Corporate Law (LLMC)

This course places students at local law firms to provide legal assistance to local technology startups in the areas of intellectual property prosecution and licensing, 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 2-3 weeks of 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 companies and supervising lawyers each week, and meet one-on-one with the professor on a regular basis. An application process will be used to select students for the course.

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

Valuation (Hon. David Laro)
LWTE585

2 credit(s), Standard Letter Graded
Concentration(s): Business and Corporate Law (LLMC)
Prerequisite(s): Tax I, Corporate Tax (Tax II)
Recommended Class(es): Corporations

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. 

Students who completed the three credit Tax I course must obtain professor approval using the form at www.sandiego.edu/law/registrar/forms.php.

Venture Capital & Private Equity (Victor Fleischer)
LWBC590

3 credit(s), Standard Letter Graded
Concentration(s): Business and Corporate Law (LLMC)
Prerequisite(s): Corporations

This course provides an overview of the legal infrastructure and regulation of private investment funds, with a particular focus on venture capital, private equity, and biotechnology investments. The primary focus of the course is on the contracting and regulatory issues that arise at the investment fund level rather than the operating companies that funds invest in.

Topics include the fundraising process, fund structure, carried interest, the structuring of portfolio company investments, exit strategies, publicly-traded fund sponsors, and differences between venture capital, private equity, real estate, biotech, and hedge funds. The course surveys aspects of the relevant regulatory landscape, including corporate law, securities law, bankruptcy law, ERISA, and tax law. Prereq: Corporations. Grades are based on an 8 hour take-home examination.

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

2 credit(s), Standard Letter Graded
Concentration(s): Business and Corporate Law (LLMC)

The course offers an overview of the most significant federal “white collar” crimes, with a pragmatic focus on how to investigate, prosecute and defend such cases. We place a heavy emphasis on interpreting and applying criminal statutes. In addition to the traditional Socratic methodology, we use real-world hypotheticals to help students gauge their understanding throughout the semester. The course is geared toward students interested in pursuing careers as prosecutors or criminal defense attorneys, as well as those who may represent corporate clients generally. The final written exam will count as 90% of the final grade; the remaining 10% will be based on participation in class exercises.


Note: Students may only elect this course or Federal Crimes to count toward the Criminal Litigation Concentration (JD).
Additional Information:Criminal Litigation Concentration (JD)

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