Administrative Law (3130) Clean water, safe food and drugs, stable banks, sensible land use, an open and accessible internet-these and many more aspects of modern American life depend largely on decisions made by unelected officials staffing administrative agencies at the local, state, and federal levels. This course examines the authority and procedures that these administrative agencies use to make law, investigate violations of the law, and adjudicate the application of the law to individuals and businesses. The course raises student awareness regarding the operation of the administrative state and important separation of powers and due process questions raised by ubiquitous administrative governance. Grading: Exam Credits: 3 Offered: Fall/Spring Subject Areas: Administrative and Legislative Process, Child and Family Law, Government Practice, Health Law, Public Interest Law, Business and Commercial, Criminal Law, Employment Law, Environmental Law Antitrust (3190) Surveys the antitrust field and legal restraints on economic activity. Focuses on trade practices prohibited by the Sherman, Clayton and FTC Acts, including monopolization, price-fixing, distribution restrictions, boycotts, and tying. Brief review of price discrimination and mergers. Some knowledge of basic economics is desirable but not necessary. Grading: Letter graded Credits: 3 Offered: Every Other Spring Subject Areas: Health Law, Business and Commercial Business Communication Skills (2019) Business Communications Skills is a Law and Business skills course that prepares law students to make effective presentations to business people seeking a lawyers' advice on business matters. Students who complete the course successfully will know how to prepare and deliver concise and well-structured presentations that inform and persuade. Through intensive in-class practice, students will learn (i) the context and craft of preparation for making presentations as well as (ii) the three basic elements of all effective oral presentations. Grading: Letter graded Credits: 1 Offered: Summer Subject Areas: Business and Commercial Business Entity Taxation (3670) Surveys the federal income tax consequences of major events in the "life" of a business for businesses and their owners, including formations, contributions, operations, distributions, redemptions, and liquidations. This course compares taxation of Subchapter C ("regular") and Subchapter S ("small business") corporations, partnerships, limited liability companies, and limited liability partnerships. Students spend significant time on statutory and transactional interpretation, and along the way consider policy, political, and institutional factors that determine how the federal "system" of business taxation is structured and enforced. This course is valuable both for students interested in business law who do not plan to specialize in taxation and for prospective tax specialists who want an overview of business entity law taxation. Grading: Letter graded. Credits: 3 Offered: Spring Subject Areas: Taxation, Business and Commercial Business Regulation and Compliance (2020) This practice-oriented course provides an overview of key regulations impacting business operations and the compliance strategies businesses use to comply with such regulations. Topics include key aspects of corporate governance, elements of effective compliance programs and an overview of regulations in areas such as anti-corruption, environmental health and safety, trade compliance, data privacy and security, corporate sustainability, and health and safety. The course will also cover the federal sentencing guidelines, whistleblower legislation, and attorney ethical obligations when faced with potential enterprise criminal activity. Students will benefit from a variety of business/compliance guest speakers sharing their experience in managing compliance related responsibilities. Students will also gain hands-on experience by applying the principles covered in the course through case studies and business focused writing exercises. Elective course for Law and Business Certificate. Grading: Letter graded. Credits: 3 Offered: Fall Subject Areas: Business and Commercial Clinic: Business Law (8212) In this experiential clinic, students will gain a glimpse at the practice of corporate outside counsel. Students will work directly with small business clients and practicing business and corporate lawyers to provide legal guidance. Clients are referred to the clinic or selected through a scholarship application process. Students may have the opportunity to work in a variety of business law matters that affect the small business owner, including choice of business entity; drafting formation documents; contract drafting; corporate dissolution; lease negotiations; employment law matters; and non-profit incorporation. While there is attorney guidance and oversight, this is not a lecture based clinic. Grading: Letter graded Credits: 2 Offered: Fall/Spring Categories: Experiential Subject Areas: Business and Commercial Clinic: Economic Inclusion (4032) The Economic Inclusion Clinic is designed to give students experience in both transactional law and with some exposure to litigation as it pertains to preparation and evidence gathering for economic discrimination cases brought by impact litigation co-counsel. The EIC would focus various areas where there are disparities in access to opportunities, including but not limited to the following: · Financial Literacy Segment. This area would focus on the legal aspects of financial literacy. While I have found multiple organizations providing financial literacy covering what banks are looking for, I have yet to find materials that focus on the legal perspective, i.e., what banks are allowed to actually do and what many claim they are required by law to do. Students would provide financial literacy either in the form of one-on-one legal counsel, or community Know Your Rights workshops, in tandem with community-based partners who would organize workshops with grassroots partners that would recruiting the attendees and clients. Students would also draft model legislation. All deliverables would be combined and shared on the EIC’s website. Students would learn Dodd-Frank laws and regs, get client experience teaching legal workshops, and legislative experience drafting statutes and working with lobbyists and legislatures. · Mortgage Discrimination litigation. The DOJ recently announced a campaign to tackle racial discrimination in mortgage lending. The clinic could work in tandem with this campaign to counsel clients and assist in fact gathering. This would give the students experience both in litigation and transactional law. · Social Entrepreneurship counseling and support. This piece would focus on working with potential existing social enterprises in structuring deals, or those needing legal counsel who are interested in undergoing B-labs certification, state benefit corporation incorporation, or forming as another hybrid business org structures with a double bottom line. Essentially, it would provide the students transactional legal experience working for businesses or nonprofits with a double bottom line of being financially sustainable while addressing an important community-based issue. Grading: Letter Credits: 3 Offered: Subject Areas: Public Interest Law, Banking, Business and Commercial, Civil Litigation, Constitutional Law and Civil Rights Commercial Law Survey (2002) This course surveys Sales and Leases, a primary area covered by the Uniform Commercial Code. The course will introduce students to the UCC, a distinctive set of statutory provisions governing commercial transactions, and Article 1, which provides definitions and rules that apply throughout the Code. The course will also build on the foundation of concepts and topics covered in Contracts: Transactional Law, exposing students to key provisions of Articles 2 and 2A governing the sale and lease of goods. Finally, the course will survey the rights and liabilities that arise from payment by credit card, debit card, checks and other negotiable instruments. The course may also include treatment of Payment Systems, with attention focused on key provisions in Articles 3 and 4. Grading: Letter graded Credits: 3 Offered: Fall/Spring Categories: Bar Courses Subject Areas: Academic Support and Bar Preparation, Business and Commercial Consumer Rights Law (8311) Students will examine and apply a variety of consumer rights statutes, in both state and federal courts, to a variety of real world situations. Students will learn private consumer rights law through observing and conducting in-class live-client and simulated intake and screening interviews, case studies, lectures, quizzes, discovery assignments, drafting of basic federal litigation forms, class discussions, and selected readings. The class will have the feel of a workshop and may include some off-site class meetings. Students will earn to issue spot, screen clients, document and strengthen cases, and select appropriate claims. There will be a heavy emphasis on litigation strategy within the complex system of the federal courts where most consumer rights claims are litigated. Readings will emphasize practical application. Grading: Letter graded. Credits: 2 Offered: Spring Subject Areas: Business and Commercial Contracts: Transactional Law (1006) Required. Offers an introduction in how to approach the law from a transactional perspective. Covers the general scope of the legal protection accorded promises. Topics include mutual assent, consideration, the effect of changed or unforeseen circumstances, conditions, courses of action open to aggrieved party upon other party's default, the statute of frauds, parol evidence rule, promissory and equitable estoppel, nature of remedies awarded in the event of a breach (expectancy, reliance and restitution, liquidated damages, and specific performance). Grading: Letter graded Credits: 4 Offered: Spring Categories: Bar Courses, Required Subject Areas: Academic Support and Bar Preparation, Business and Commercial Corporate Accounting & Financial Reporting (2018) The course provides an overview of accounting concepts and the practical uses of accounting and financial information. Topics will include fundamental accounting rules and practices, understanding and using general purpose financial statements, and the application of accounting data and financial principles to assess business performance and value and make other business decisions. Students will work on exercises that apply accounting methodologies to record, measure, analyze and compare performance. Grading: Letter graded Credits: 2 Offered: Fall/Spring Subject Areas: Business and Commercial Corporate Finance (3620) This course focuses on the principles of corporate finance in respect to both public and private companies. Course materials will includes case studies and also cover public and private capital market finance structures. Grading: Letter graded. Credits: 2 Offered: Irregularly Subject Areas: Business and Commercial Employment Law (3870) Surveys the common law and selected state and federal statutory schemes that regulate the employment relationship in the United States. Specific topics the course may explore include: erosion of the employment-at-will doctrine by state court decisions; employee hiring and discharge; federal and state fair labor standards acts; employee privacy rights; occupational safety and health acts; worker's compensation; and a variety of fringe benefit regulations. This course does not emphasize the anti discrimination statutes such as Title VII or labor management relations statutes such as the National Labor Relations Act. Grading: Letter graded. Credits: 3 Offered: Fall/Spring Subject Areas: Business and Commercial, Employment Law Externship: Law and Business (8001) This course is designed to provide students with the opportunity to observe, participate in, analyze, and reflect upon the work of a business lawyer or business professional. Students perform fieldwork under the supervision of a lawyer in a company or law firm setting. The professor has established relationships with some companies and law firms that regularly provide placements, but students are encouraged to seek placements of interest to them. Fieldwork supervision must be provided by an attorney, and students receiving credit for the externship may not be paid for their work. In addition to doing fieldwork, students meet as a group with the professor on a regular basis during the semester. Class sessions cover topics relating to the work of a business lawyer or business professional. Students interested in registering for the course must complete a placement preference form and obtain the professor's approval for registration. Students may not drop this course after being assigned an externship placement. Grading: Pass/Fail Credits: 4 Offered: Fall/Spring/Summer Categories: Experiential Subject Areas: Business and Commercial Food Labeling and Advertising: Law and Litigation Fundamentals (1958) A study of food labeling and marketing related laws in the United States, including FDA, USDA, FTC and state consumer protection laws and regulations, public and private enforcement. The course will include a discussion on free-speech constitutional limitations, claims like [non-GMO, natural, organic] as well as current ethical issues and industry practices. If time permits, aspects of international labeling and marketing will be included. Grading: Letter-graded Credits: 2 Offered: Spring Subject Areas: Administrative and Legislative Process, Business and Commercial, Civil Litigation Insurance Law (4340) Examines the law relating to insurance contracts, with a focus on reading, interpreting, and applying them. The course analyzes the insurance industry's regulatory framework and concentrates on obligations arising under property insurance, business insurance, and various types of liability insurance. Topics such as life insurance and health insurance are surveyed with emphasis on current events and reform efforts. Grading: Letter graded Credits: 3 Offered: Irregularly Subject Areas: Personal Injury, Business and Commercial International Business Transactions (4370) Surveys the legal aspects of international business transactions, including international sales contracts, international letters of credit, arbitration, regulation of international trade, restrictions on foreign investment, U.S. laws relating to international business regulations, customs and import tax considerations, protection of foreign investments, and related matters. Grading: Letter graded Credits: 3 Offered: Irregularly Subject Areas: International and Comparative Law, Business and Commercial Introduction to Business Organizations (2000) Introduces the legal and business issues pertaining to business entities (corporations, limited liability companies, partnerships, and sole proprietorships) from pre formation planning to termination. Topics include agency law; entity formation, structure, and dissolution; and the rights and liabilities of those owning and managing these businesses. The course will take a practical and hands-on approach to these topics. Students will learn relevant business and legal concepts, and apply these concepts in various exercises that will teach students how to properly form, manage, run, and dissolve business relationships and entities. The content of this course is tested on the bar exam in a majority of states. Grading: Letter graded Credits: 3 Offered: Fall/Spring Categories: Bar Courses Subject Areas: Business and Commercial Introduction to International Data Protection Law (3902) Multi-national organizations, often organized under U.S. state law or operating in the United States, increasingly must comply with a myriad of international laws regulating virtually every aspect of their organization and operation with respect to their customers. While previously, geographic restrictions reduced compliance obligations for companies operating from the U.S., new laws like the General Data Protection Regulation, the Brazilian Data Protection Regulation, and the Chinese Cybersecurity Law, have implemented long-arm jurisdiction to regulate organizations doing any business with residents of these countries, even without a physical presence in these locations. This course will provide an overview of data protection law, with an introduction to the differences between U.S. and other international laws, with a special focus on the General Data Protection Regulation. This will include a discussion of issues relating to privacy and individual rights, technical requirements, and practical business strategies for implementing compliance programs to meet multi-national obligations. This course will provide a foundation on which to pursue a career in technology law and business compliance. Grading: Letter graded Credits: 1 Offered: Irregularly Subject Areas: Intellectual Property, Business and Commercial Labor Law (4500) Surveys the development and current status of federal labor law, primarily the National Labor Relations Act. The course concentrates on the organizational and other NLRA rights of employees, including employees who are not represented by a labor organization; employer and union interference with those rights; the collective bargaining process and the enforcement of collective bargaining agreements; strikes, lock-outs and consumer boycotts; and the impact of federal labor law on state regulation of the employment relationship. Grading: Letter graded Credits: 3 Offered: Irregularly Subject Areas: Business and Commercial, Employment Law Lawyer as Business Owner (8293) A law firm (or private law practice) is a business. To be successful, lawyers working in law firms of all sizes (large, mid-size, small, and solo) must learn to think like business owners as well as legal professionals. This course will introduce students to the elements of a successful law firm including organizational management and leadership, business and financial planning and management, marketing and client development, client relationship management, technology and artificial intelligence, law firm systems, and staffing and resource management. This course will give you a foundation in the business aspects of working in or managing a law firm and will enable you to become a financially productive member of a large, mid-size, or small law firm or to operate your own law firm. Students gain experience in business management and problem-solving skills and drafting key business documents including client memorandums and organizational plans and agreements. Grading: Letter Graded Credits: 3 Offered: Fall/Spring Subject Areas: Business and Commercial Legal Practicum: Business Practice (8900) The Legal Practicum: Business Practice engages students in simulated learning experiences and exercises in two-person law firms. The Legal Practicum: Business Practice course is designed to provide participants hands-on training representing a client in business matters through the start-up and twenty-five year life of a business enterprise. The twenty-five year lifecycle will unfold over three phases during one semester. The Start Up Phase covers the formation and operation of a new business and law firm development. The Growth Phase covers growing and diversifying the business and law firm development years. The Maturity Phase covers how the entrepreneur transitions. Student attorneys resolve a number of business-related issues for the client, such as drafting representation agreements; negotiating purchase agreements and contracts; creating business plans and employee plans; developing finance and tax plans; advising on re-zoning, intellectual property; and product liability issues. Students interview the client, negotiate with the client and others, investigate facts, draft documents and prepare memos and briefs. Participants are required to work at least 235 hours for the five credit course. Limited enrollment. Grading: Letter graded. Credits: Variable Offered: Irregularly Subject Areas: Business and Commercial Mergers and Acquisitions (3013) This course will examine the legal and practical issues that arise in connection with mergers and acquisitions of U.S. businesses. More specifically, the course will be divided into two sections. The first part of the course will examine the techniques used to accomplish merger & acquisition transactions and the legal rules relevant to these transactions. The second part of the course will shift to a transactional perspective and students will engage in a simulated merger or acquisition transaction. Grading: Letter graded Credits: 3 or 4 Offered: Spring Subject Areas: Business and Commercial Residency - Law and Business Field Placement (9019) This course is designed to provide students with the opportunity to observe, participate in, analyze, and reflect upon the work of a business lawyer or business professional working with the law. Students perform fieldwork under the supervision of a lawyer in a company or law firm setting. The professor has established relationships with some companies and law firms that regularly provide placements, but students are encouraged to seek placements of interest to them. In addition to doing fieldwork, students meet as a group with the professor on a regular basis during the semester through the Law and Business Externship course. The Law and Business Externship course covers topics relating to the work of a business lawyer or business professional working with the law. Grading: Credits: Offered: Subject Areas: Business and Commercial Secured Transactions (5350) Covers the creation and perfection of consensual liens known as "security interests" in personal property under Article 9 of the U.C.C., proceeds and priorities problems, remedies and default, repossession and disposition of collateral. This area of law is widely used in business, commercial and consumer transactions of all types, including bank financing, mergers and acquisitions, and the sale of business, agricultural and consumer goods on credit. Grading: Letter graded. Credits: variable Offered: Irregularly Categories: Bar Courses Subject Areas: Banking, Bankruptcy, Business and Commercial Securities Regulation (5370) This course will examine the federal and state statutes and regulations that govern the offer and sale of securities by corporations and other entities. The course will also cover the reporting, proxy solicitation/ voting and other securities law obligations of companies whose securities are publicly traded, as well as the laws regarding trading in securities, such as insider trading and tender offers. The focus of the course will be how a practical, hands-on, working attorney goes about identifying issues, analyzing alternatives and forming solutions for clients. Grading: Letter graded Credits: 3 Offered: Every Other Spring Subject Areas: Business and Commercial Seminar: Business Ethics (3300) Corporate governance today seems virtually synonymous with scandal and corruption. This course will examine the nature and development of business ethics in America. Using real-life corporate disasters as case studies, the class will evaluate corporate responsibility from business, financial, legal, and ethical perspectives. Prerequisite: Business Organizations Grading: Letter graded Credits: 2 or 3 Offered: Fall Categories: Long Paper Subject Areas: Business and Commercial Seminar: Law & Economics (4644) What does economics have to say about law? Unlike most other legal doctrines, economic analysis purports to apply the same fundamental method and precepts to explain and evaluate policies and rules in a wide variety of legal fields, including civil procedure, contracts, constitutional theory, criminal punishment, evidence, property, and torts. This seminar critically examines the methodology and reach of economic analysis of law, including a basic survey of game theory and psychological theories of behavior. No prior acquaintance with economics, calculus, or psychology is necessary. Grading: Paper Credits: Variable Offered: Irregularly Categories: Long Paper Subject Areas: Jurisprudence and Legal History, Business and Commercial The Start-Up Business Enterprise (2016) This survey course will provide students with a unique perspective on many facets of the start-up business enterprise - from creation and capitalization of the business entity to skills needed for day-to-day business operations. Topics include strategic planning, entity choice and governance, financing, human capital, intellectual property, marketing, and exit strategies. A goal of the course is to assist students to succeed as business lawyers, business leaders, and business owners. Grading: Letter graded Credits: 3 Offered: Fall Subject Areas: Business and Commercial Transactions & Settlements: Drafting Agreements and Making Deals (9014) This skills course teaches negotiation, drafting, and client counseling in both the transactional and litigation contexts. The course focuses on how lawyers represent clients in negotiating and drafting contracts and settlement agreements. The course also covers ethical issues arising in deal-making. Examples are drawn from actual cases and deals from a variety of contexts, including business, civil rights, employment law, the entertainment industry, public affairs, and general litigation, and applied through simulations, short case studies, exercises, and class discussion. Grading: Letter-graded. Students are graded on performance in simulations (e.g., negotiations and client counseling) with an emphasis on individual written work (e.g., contract and settlement drafting and revising). Credits: 3 Offered: Categories: Experiential Subject Areas: Business and Commercial, Civil Litigation, Constitutional Law and Civil Rights, Employment Law, Dispute Resolution
