Business
LAWS 5121-3. Contracts. Covers basic principles of contract liability, offer, acceptance and consideration, statute of frauds, contract remedies, the parole evidence rule, performance of contracts, conditions, effect of changed circumstances, third-party beneficiaries, assignment, and specific performance.
LAWS 6011-3. Payment Systems. Examines the methodology and policies of Articles 3 and 4 of the Uniform Commercial Code, dealing with such topics as negotiable instruments, bank deposits, collections, letters of credit, and electronic fund transfers.
LAWS 6021-3. Secured Transactions. Explores the methodology and policies of Article 9 of the Uniform Commercial Code, dealing with financing transactions in personal property.
LAWS 6201 (3-4). Agency, Partnership, and the LLC. Surveys agency law whose principles are important in many other areas of law. Studies the legal organizations commonly used by small businesses: partnerships and limited liability companies (LLCs).
LAWS 6211-3. Corporations. Covers formation of corporations and their management; relations among shareholders, officers, and directors; the impact of federal legislation on directors’ duties; and the special problems of closed corporations.
LAWS 6281-3. Accounting Issues for Lawyers. Studies accounting and auditing problems in the form they are placed before the lawyer, including a succinct study of basic bookkeeping, in-depth legal analysis of the major current problems of financial accounting, and consideration of the conduct of the financial affairs of business.
LAWS 6511-3. Labor Law. Includes the subjects of evolution of labor relations laws; how a collective bargaining relationship is established; negotiation of the collective bargaining agreement; labor and the antitrust laws; and rights of the individual worker. Course materials frame the issue of how a developed or postindustrial democracy deals with the problems that arise out of the employment relationship: of the choices between laissez-faire, substantive regulation, and the private ordering of the employment relationship through the collective bargaining process.
LAWS 6521-3. Employment Law. Entails a survey of employment-at-will, workplace safety, workplace torts; ERISA and retirement, workers’ compensation; controls on hours and wages; health insurance; disability and unemployment compensation.
LAWS 7011-3. Creditors’ Remedies and Debtors’ Protection. Examines typical state rights and procedures for the enforcement of claims and federal and state law limitations providing protection to debtors in the process. Includes prejudgment remedies, statutory and equitable remedies, fraudulent conveyance principles, and exemptions and other judicial protections afforded debtors.
LAWS 7021-3. Bankruptcy. Briefly examines nonbankruptcy business rehabilitation devices, followed by basic principles of federal bankruptcy law and the bankruptcy court system. Concludes with attention to business reorganizations under Chapter 11 of the Bankruptcy Code. Recommended prereq., LAWS 6001 and 7011.
LAWS 7101-4. Deals. Explores the business lawyer’s role in creating value by helping clients identify, assess, and manage business risks through efficient contract design while achieving the optimal legal, tax or regulatory treatment for the deal. Includes case studies of actual transactions.
LAWS 7111-3. Contract Theory. Explores various contract theories and principles emanating from classical and neoclassical law, legal realism, law and economics, critical legal studies, law and society, relational theory, and others. Considers and critiques these theories as applied to particular contracting cultures, especially as applied to construction contracts.
LAWS 7121-3. Advanced Contracts: Commercial Transactions. Studies Article 2 and Article 2A of the Uniform Commercial Code, together with the Convention and the International Sale of Goods. Advanced contracts topics are explored in depth. Among other subjects, warranties, title, remedies, and risk of loss in the sale of lease of goods will be studied.
LAWS 7201-3. Antitrust. Studies American competition policy: collaborations among competitors, including agreements on price and boycotts, definition of agreement, monopolization, vertical restraints such as resale price maintenance, and territorial confinement of dealers. Offered in alternate years.
LAWS 7211-3. Business Planning. Focuses on the development and use of concepts derived from a number of legal areas in the context of business planning and counseling. Topics such as formation of business entities, sale of a business, recapitalization, division, reorganization, and dissolution are considered. Prereqs., LAWS 6007, 6201, and 6251 or 6211.
LAWS 7221 (2-3). Government Regulation of Business. Covers themes that explore the nature of the regulatory state and the realities of how businesses react to regulation. Provides an understanding of regulatory institutions; the tools of governmental regulation; and a critical perspective on regulation.
LAWS 7261-3. Corporate Finance. Examines a variety of important legal issues related to the funding and financing corporations including creditor protection laws, the Trust Indenture Act of 1939, fiduciary duties, bond indenture provisions, securities laws, and rights of equity holders. Covers efficient capitalization structures, corporated valuation techniques, capital markets and the efficient market theory, and cost of capital concept. Prereq., LAWS 6211 or 6251.
LAWS 7271-3. Venture Capital and Private Equity. Provides overview of the legal and financial principles to represent privately held companies, their founders and managers, and their investors. Emphasizes transaction structuring rather than judicial opinions. Includes the organization and financing of start-ups, structuring buyout transactions, exit strategies, legal organization of investment funds and other financial intermediaries. Discusses the relevant regulatory landscape, including securities law, bankruptcy, ERISA, and tax law.
LAWS 7331-2. Sports Law. Covers the application of rules from agency, antitrust, contracts, constitutional law (including sex discrimination), labor law, property, torts, unincorporated associations, and other subjects to those persons involved in the production and delivery of athletic competition to consumers. Explores the development of the application of these rules to a sports setting and related economic issues.
LAWS 7401-3. Securities Regulation. Stresses statutory interpretation of the various federal statutes regulating the issue of corporate securities and the cases and regulations that have arisen out of those statutes.
LAWS 7411-3. Mergers, Acquisitions, and Reorganizations. Studies the planning of corporate mergers, acquisitions, and reorganizations, examining the application and integration of state corporate law, federal securities law, accounting principles, tax law, labor law, products liability law, environmental law, ERISA, and antitrust law.
LAWS 7451-3. Law and Finance for Entrepreneurs. Studies unique legal problems faced by entrepreneurs, including formation issues (choice of entity, rights of the founders, initial investors), operation issues (governance, key employees, intellectual property, financing), IPOs, and buy-outs.
LAWS 7541-3. Employment Discrimination. Examines statutory and constitutional prohibitions of discrimination in employment on the basis of race, gender, age, religion, national origin, and disability.
LAWS 7601-3. Business Transactions. Provides a practical understanding of how to apply the law in both transactional and litigation settings. Gives an interdisciplinary look at how various areas of the law are brought together in common factual settings. Teaches students to negotiate, document, and close the acquisition of a business covering the areas of practice of corporate, contracts, real property, secured transactions, and bankruptcy law. Tests, in a litigation setting, the decisions made during the acquisition stage.
LAWS 8021-3. Seminar: Consumer Empowerment. Considers contract theories and principles emanating from classical and neoclassical law, legal realism, law and economics, and critical legal studies. Explores and questions tensions among theories, focusing on how they interact with norms, goals, and functions of contract and consumer protection law. Observes these tensions “in action” through volunteer work with Heritage House, a home for young women who are “at risk” and cannot live with their families at this time for different reasons.
LAWS 8351-2. Seminar: Law and Economics of Utility Regulation. Discusses economics of regulation and matters ranging from neoclassical economic analysis to public choice theory to new institutional economics. Discusses several regulatory domains, including antitrust law, telecommunications regulation, and energy regulation. Highlights both economic and non-economic goals, including universal service, sustainability (e.g., renewable energy), and architecture (e.g., free speech concerns with regard to telecommunications networks). Prereqs., LAW 6301 or 7201 or 7241 or TLEN 5835. Restricted to LAW and TLEN students.
LAWS 8401-2. Seminar: Securities Litigation and Enforcement. Designed for students interested in studying topics related to securities litigation. Covers civil liability under the Securities Act of 1933, proxy fraud, class actions (with special emphasis on the Private Securities Litigation Reform Act and the Securities Litigation Uniform Standards Act), market manipulation, SEC enforcement actions, enforcement issues involving attorneys and accountants, criminal enforcement, international securities fraud, and securities arbitration.
LAWS 8521-2. Seminar: Comparative Labor Law. Explores the laws and economic transformations that affect labor relations on a global scale.
LAWS 8701-2. Seminar: Counseling Families in Business. Explores the legal aspects of owning, managing, and participating in a successful family business system, including corporate structure, legal issues, succession planning and estate management, internal capital markets in private enterprise, ownership issues in private businesses, how lawyers can assist with family governance, planning for and managing family philanthropy, gender issues in family business, and conflict resolution. Recommended prereqs., LAWS 6104, 6157, 6211, and/or 7409.
