Course Descriptions

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Spring 2021 LLM in Business and Corporate Law Class Descriptions

Advanced Business Planning (LWTE505)

Instructor(s): Laura Buckley, Richard Shaw

2 credit(s), Letter Graded
Concentration(s): Business and Corporate Law (JD), LLM in Business and Corporate Law (LLMB), Business and Corporate Law (LLMC), Taxation (LLMC), LLM in Taxation (LLMT), Business and Corporate Law (MSLS), Taxation (MSLS)
Prerequisite(s): Tax I , Corporations

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.

Antitrust (LWBC503)

Instructor(s): Mark Lee

3 credit(s), Letter Graded
Concentration(s): Business and Corporate Law (JD), Intellectual Property (JD), Public Interest Law (JD), LLM in Business and Corporate Law (LLMB), Business and Corporate Law (LLMC), Intellectual Property (LLMC), Intellectual Property Law (LLMG), Business and Corporate Law (MSLS), Intellectual Property Law (MSLS)

Antitrust law governs the way companies compete with each other. It aims to promote competition by prohibiting anticompetitive conduct. Antitrust is a foundational course for students interested in business law. This course studies the primary federal laws, the Sherman Act and Clayton Act, and teaches principles relevant to state antitrust law as well. The course covers economic concepts but is not a class in economics as such. A final exam will be given.

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)

Business Planning (LWBC520)

Instructor(s): Dennis Doucette

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 (LLMC), Business and Corporate Law (MSLS)
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.

Business Transactions in the Peoples Republic of China (LWBC546)

Instructor(s): Ralph Folsom

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

This course focuses on inbound and outbound sales, licensing and foreign investment transactions related to the PRC, including negotiations, regulations,dispute settlement and the law, legal system and politics of the PRC and Hong Kong SAR. A research paper suitable for the Law School writing requirement is mandatory.

In the Spring of 2021, this course will be taught remotely.

Contract Drafting (LWGC563)

Instructor(s): Elaine Edelman, Monica Sullivan

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 (LLMC), Business and Corporate Law (MSLS)

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.

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): Business and Corporate Law (JD), Employment and Labor Law (JD), Health Law (JD), Intellectual Property (JD), LLM in Business and Corporate Law (LLMB), Business and Corporate Law (LLMC), Environmental and Energy Law (LLMC), Intellectual Property (LLMC), Employment and Labor Law (LLMG), Environmental and Energy Law (LLMG), 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 three-five page reflective paper at the end of the semester; 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. If you have academic questions, contact Professor John Sansone, Academic Director, at jsansone@sandiego.edu.

Note:

Field Placement Form

 

There are limitations on JD concentration eligibility. Please check the JD concentrations web pages for more information.


Additional Information: Concentrations, Field Placement Form

Corporate Tax (LWTE560)

Instructor(s): Ariel Jurow Kleiman

3 credit(s), Letter Graded
Concentration(s): Business and Corporate Law (JD), LLM in Business and Corporate Law (LLMB), Business and Corporate Law (LLMC), Taxation (LLMC), 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).

Corporations (LWBC545)

Instructor(s): Thomas Smith

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 (LLMC), Business and Corporate Law (MSLS)

The real subject matter of this course is the business issues that arise when people work together, how the laws of business organizations resolve these issues, and what a lawyer can do to custom tailor these resolutions. We will examine the laws of sole proprietorships, partnerships, limited liability companies, and especially corporations. When we turn to the law of corporations, we will focus on the relationships among shareholders, directors, and officers, their respective rights and duties. These rights and duties vary with context, one critical element of which is whether the corporation’s shares are publicly traded. To understand the significance of this element, one must understand some elementary financial economics, so the course will cover this topic.

Federal Income Tax Accounting (LWTE531)

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 (LLMC), Taxation (LLMC), LLM in Taxation (LLMT), Business and Corporate Law (MSLS), Taxation (MSLS)
Prerequisite(s): Tax I

This course covers certain core, fundamental principles of Federal income-tax accounting, as set forth in the U.S. Internal Revenue Code, 26 USC, and the corresponding Treasury Regulations. The entire structure of the U.S. Federal income tax depends on an annual accounting period that assigns income, deductions, and other tax incidents to specific accounting periods. Accordingly, specific course coverage includes timing, character, tax years, accounting periods, methods of accounting, adjustments and readjustments between and among tax years, mitigation, and other relevant subjects, including certain procedural and administrative provisions. The course will provide a thorough understanding of the laws governing the proper realization, recognition, and reporting of the various items of income, deductions, credits and allowances that, collectively, determine a taxpayer\'s federal income-tax liabilities and obligations.

In-House Corporate Counseling (LWBC567)

Instructor(s): Staff

2 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 (LLMC)
Recommended Class(es): Corporations

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 Amanda Keton, currently General Counsel of Wikimedia Foundation, the organization that runs Wikipedia. Guest speakers will include experienced corporate counsel across the country and in San Diego. Topics to be addressed include: The Roles of the In-house lawyer; Professional Responsibility Issues for In-house Lawyers (including privilege); Cybersecurity and data privacy issues; Compliance Programs and Internal Investigations in the #MeToo era; 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 related areas of law--i.e., labor and employment, accounting and finance, etc.

Negotiation (LWLP560)

Instructor(s): Allen Snyder

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 (LLMC), 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), Employment and Labor Law Concentration (JD) web pages for more information.
Additional Information: Business and Corporate Law Concentration, Civil Litigation Concentration

Real Estate Transactions (LWBC577)

Instructor(s): Chris Wonnell, Staff

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

This course covers the practical aspects of real property transactions, both residential and commercial. Topics include purchase & sale transactions, escrows, title insurance, options, deeds and title issues, leases, basic financing transactions, brokers and agents, and applicable documents. The course builds on the broader conceptual concepts covered in the Property course, and examines the application of those concepts used by practitioners in advising their clients in transactions.

Sports and the Law (LWBC585)

Instructor(s): Staff, Staff

2 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 (LLMC), Business and Corporate Law (MSLS)

This course will address the often unique manner in which the law applies to the business of sports.� We will study the law relating to player contracts, antitrust, labor law and unions, sports leagues and commissioners, agents, intellectual property, gender discrimination, and the unique issues raised by college sports.

Please note that this is a serious law school course, not a chat session about sports.� Regular attendance, preparation and class participation is required.� There is a final exam.

UCC: Sales (LWBC592)

Instructor(s): William Lawrence

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

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.