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BUSINESS ORGANIZATIONS (BUSINESS AND FINANCE LAW - 3000)
4 credits
This course is intended to familiarize students with the nature of business entities. The course begins with a review of Agency Law. Partnerships, limited partnerships and joint ventures are then examined against the background of the Uniform Partnership and Revised Uniform Limited Partnership Acts. In the examination of corporations, attention is given to the problems of forming and financing the corporation, the federal securities laws and the distinctions between publicly held and closely held firms. Considerable stress is placed on the rights of shareholders and the authority and obligations of directors and officers of a corporation. Consideration is also given to shareholders derivative actions and to the problems involved in the dissolution and combination of corporations. Grades are based upon a final examination.
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BUSINESS PLANNING (BUSINESS AND FINANCE LAW - 1060)
3 credits
This course is designed to coordinate several areas of business-related law previously studied and to sensitize students to the constant practical interplay of these business-related areas of the law. Students will be assisted in verbalizing and drafting responses to the problems encountered by employing materials and documents which provide the framework for the practical application of previous legal training to commercial topics. Significant emphasis is placed on out-of-class drafting of and solutions to legal-business problems. Grades are based upon class performance and short written assignments.
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COMPARATIVE CORPOR LAW SEMINAR (BUSINESS AND FINANCE LAW - 3070)
2 credits
This course examines the corporate governance systems used by key European and Asian countries. Much of the seminar will be devoted to analyzing the common problems facing business organizations and how different legal systems respond to those problems. Among other topics, the seminar will analyze differences in the basic governance structure of corporations, creditor protection, related party transactions, mergers and acquisitions, and investor protection. The class will be conducted as a seminar in which students will present, defend, and receive comments from their fellow students on their papers. Students will be responsible for reading all required course materials and for class participation. Each student will also be required to research and write a paper on a relevant topic. The grade will be based on the paper (80%) and class participation (20%).
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CORPORATE GOVERNANCE SEMINAR (BUSINESS AND FINANCE LAW - 2060)
2 credits
This seminar is designed to allow students an opportunity to explore corporate law-related topics of their choosing in depth. The course will initially be spent introducing and studying selected topics in corporate law not covered in the basic Business Organizations classes. The topics covered will include: Theories of the Corporation, including Classical, Contractarian and Social Responsibility Theories; The Role of Corporations in Society; The Concept of Limited Liability; Fiduciary Duties of Officers and Directors, including the cases of Mergers and Acquisitions; Dividend and Voting Conflicts with Shareholders and Self-Interested Transactions; The Changing Role and Rights of Debt; Proxy Rule Reform; The Corporate Governance Movement; Institutional Investors; the A.L.I. Corporate Governance Project; the Role and Duties of Corporate Attorneys; and others. The class will be conducted as a seminar in which students will present, defend and receive comments from their fellow students on their papers. This course is intended to complement but not to overlap the separate electives in Corporate Finance and Securities Regulation.
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MERGERS AND ACQUISITIONS (BUSINESS AND FINANCE LAW - 3080)
2 credits
This course examines mergers and acquisitions from both a practical and theoretical perspective. It focuses on principal acquisition methods, transaction structures, corporate and securities laws, fiduciary duties, legal and regulatory concerns, and the underlying financial and economic principles that drive these transactions. This course will also cover current M&A practice and recent developments, as well as significant M&A theory, case law, and history. Students will be responsible for reading all required course materials and for class participation. There will be a final examination at the end of the semester. Grades are based on the final examination (90%) and class participation (10%).
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SECURITIES REGULATION (BUSINESS AND FINANCE LAW - 2070)
3 credits
This course will focus on the Securities Act of 1933 and the Securities Exchange Act of 1934. With respect to the former, the course will particularly emphasize the public distribution process, registration, proxy regulation, regulation of tender offers and corporate repurchases, short-swing trading by corporate insiders and the anti-fraud provisions (including Rule 10B-5 and civil liability). The course will also examine the professional responsibilities of securities lawyers and other professionals and will touch upon regulation of securities exchanges and the over-the-counter market and regulation of brokers and dealers. Grades are based upon a final examination.
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SECURITIES REGULATION-ADVANCED (BUSINESS AND FINANCE LAW - 2080)
2 credits
This course will focus on current problems and trends in the area of securities law such as proxy contests, tender offers, the goals of disclosure, underwriters responsibility, the expanding securities activities of financial organizations, professional responsibility of attorneys, regulation of commodities and options and the structure of the securities markets. Not all subjects will be covered in each semester; specific subjects to be dealt with will depend upon the judgment of the professor as to matters of significance at the time. The course will be conducted in a seminar format, and students will be expected to conduct independent research and lead class discussions. In addition, the course may include drafting of securities-law related materials. Grades are based upon a research paper.