Business and Commercial Law
Course: Accounting for Lawyers
Professor: Terrill Frantz
Lawyers need familiarity with the basic principles of business-related accounting, finance and auditing. The purpose of this course is to prepare law students for judiciously navigating within the business community as it may involve them in their future law practice. Accounting is known as the “language of business” and this course introduces this “language” to students from the perspective of a lawyer, with breadth and depth appropriate in the legal setting. Law-relevant topics in finance, such as valuation, discounted cash flow, and portfolio theory are also introduced as such topics frequently are presented in commercial court settings. The practice, principles, and procedure for financial auditing is also presented in this course.
Course: Advanced Mergers & Acquisitions
Professor: Seth Chertok
Mergers and Acquisitions (“M&A”) law is one of the fundamental building blocks of American corporate law, and by far the most common area of corporate law practice for associates and partners. Although M&A law is impacted from many different angles, Advanced M&A will be taught primarily from the perspective of advanced corporate governance.
The goal of Advanced M&A will be to cover some additional advanced topics that students might encounter in their M&A practice. The course will begin with a deep look at hostile bids and takeovers. Students will analyze all aspects of the fight that ensues between the insurgent and the target board, including the tools at the hands of insurgents used to take control, as well as the arsenal of the board’s takeover defenses.
The class will then consider the corporate governance rights and responsibilities of shareholders in M&A transactions. Sample topics that students will consider include a controlling shareholder’s rights to sell for a premium or oppose a sale that would benefit minority shareholders, as well as a board’s duties and rights to oppose a controlling shareholder’s sale or no sale decisions. Advanced M&A will then conclude by looking at various forms of controlling shareholder M&A transactions that are suspect, and how independent bargaining structures can potentially cleanse such suspect transactions.
Course: Banking Law
Professor: Marcus Cole
This course examines the legal and regulatory system governing financial institutions, with an emphasis on banks. It will do so by exploring the underlying economics of banking, and the ongoing efforts around the world to reform financial regulation. Questions addressed will include: Why do we regulate financial institutions? What dangers do we want to avoid? How well do the current regulatory systems achieve what we want to achieve? What alternative approaches can be taken? What are the costs and benefits of the current system, and those of the alternatives?
Course: Business Associations
Professor: Nitzan Shilon
This course surveys the role of legal controls on business organizations, with an emphasis on executives, directors and controlling shareholders of public corporations. Aspects of the law of agency, partnership, and closely held corporations are reviewed to highlight continuities and discontinuities with the publicly held corporation. Topics include basic accounting and basic corporate finance, limited liability, creditor protection, shareholder voting, executive compensation, fiduciary duties, shareholder lawsuits, and control transactions. The emphasis throughout is on the economic analysis of legal rules as a set of constraints on corporate actors.
Course: Capital Market Transactions in Hong Kong
Professor: Norman Ho
This course is designed for students interested in working as corporate attorneys focusing on international capital markets transactions in Hong Kong. The course provides students with a substantive and practical overview of common equity capital markets transactions (e.g., Hong Kong IPOs, block trades) and debt capital markets transactions (e.g., high-yield bond issuances, dim sum bonds, convertible bonds). Students are introduced to common deal documentation in such transactions and learn drafting and negotiation skills that will help prepare them for future careers as transactional attorneys practicing in the region.
Course: China-Africa Dispute Settlement in Trade, Investment and Commerce
Professor: Won Kidane
This course introduces students to the fundamental principles of dispute settlement, especially international arbitration, in international trade, investment, and commercial transactions, in the context of contemporary China-Africa economic relations.
Course: China Law and Business
The growing importance of China in the global economy demands anyone who aspires to fully understand China law and business to look at the topic from both domestic and international perspectives. This introductory course aims at helping students inside and outside of China to acquire the international perspective by (1) analyzing how foreign investors look at key aspects of the Chinese legal system and business environment in China, and (2) examining Chinese legal rules and principles in selected business-related areas that are of interest to foreign investors. These areas include intellectual property, dispute resolution, foreign investment, mergers and acquisitions, anti-monopoly law, and environment. Through active class participation and analysis of business case studies, students will learn both the law on the books and the law in action in China, as well as strategies that businesses could use to overcome limitations in the Chinese legal system. Leaders from the legal and business communities will be invited to share their experiences and insights.
Course: Commercial Sales: US and International
Professor: Clayton Gillette
This course examines the law governing the domestic (United States) and international sale of goods as regulated by the Uniform Commercial Code (UCC) and the UN Convention on Contracts for the International Sale of Goods (“CISG”). The course will emphasize the use of statutory default rules to define the commercial relationship and to allocate commercial risks. There will be explicit consideration of how legal doctrines distinguish among different types of commercial relationships and the use of contractual clauses to overcome obstacles to trade. Specific topics include contract formation, acceptance and rejection of goods, contract interpretation in business transactions, warranty liability, remedies, risk of loss, and commercial impracticability. The class will compare and contrast how the UCC and the CISG deal with these issues. The class will also pay particular attention to broader questions such as the way in which legal doctrines facilitate long-distance transactions, the importance of non-legal enforcement mechanisms such as reputation, and the desirability of uniform commercial law.
Course: Commercial Transactions
Professor: Marcus Cole
This course involves a study of the basic structure of the law governing commercial transactions. The course serves as an introduction to debt arrangements, bankruptcy, secured lending and payment systems. Particular attention is given to the use of the law to allocate losses among commercial parties and to promote or disadvantage particular interests. An important objective of the course is developing student skills in dealing with highly integrated statutes, with particular emphasis on the provisions of the Uniform Commercial Code.
Course: Corporate Finance
Professor: Nitzan Shilon
This course provides students with an understanding of the basic corporate financial concepts and tools that are important for lawyers who practice business law. This course includes studies of the basic techniques used in valuing projects and businesses; the distinctive characteristics of corporate securities; the principles guiding the determinants of capital structure; and the factors influencing decisions to pay dividends and repurchase stock. This course also includes an examination of the impact of theories of finance on legal rules, including portfolio theory, asset pricing models, and efficient market theory.
Course: Corporate Governance from the Global Perspective
Professor: Sang Yop Kang
The first step toward understanding the complicated world economy is to understand a very modern organization: the corporation. Corporate governance studies the conflict between managers and directors, shareholders, and other stakeholders. In every corporation, we see a dynamic power play and “politics” among these constituencies. This course covers two agency problems in the corporate context: (1) managers (and directors) v. shareholders; and (2) controlling shareholder v. minority shareholders.
Course: East Asian Economic Structures: Law and Economics
Professor: Sang Yop Kang
This course mainly covers economic structures of three East Asian countries (China, Japan, and Korea) from the perspective of law and economics. In addition, this course also covers economic issues of South Asian countries, which are related to the Chinese economy (e.g., overseas Chinese). This course analyzes similarities and differences among three East Asian countries which share culture, philosophy (Confucianism), and history. Ownership structures, corporate groups, financial systems, corporate governance features, and the role of governments in economic development will be examined. In addition, this course analyzes the Asian financial crisis. Moreover, U.S. economic structure and concepts of corporate governance are compared as well.
Course: Economic Analysis of Corporate Law
Professor: Sang Yop Kang
It is almost impossible to understand modern corporate law and securities regulations without understanding fundamental concepts of economics and finance. This interdisciplinary course focuses on the interplay of law, economics, and finance.
Course: From Intent to Letter of Intent: When Law Meets Business
Professor: Elie Vannier
Clients have business issues they want to deal with, but a lack of legal education or, at a minimum, understanding, prevents them from adopting a realistic and holistic approach. There usually comes a time when parties have to sit down and agree on the main terms of their relationships, be it between individuals, individuals and organizations or between organizations. Parties have an intent and several goals. They are rarely identical on both sides of the table. Each party thinks that it has a comprehensive view of what the agreement should contain. In reality, it is the lawyers’ role to challenge and advise the client as to what are the essential components of the potential document reflecting the party’s intentions.
This course aims to teach Law School students how to bridge business goals and value added legal approaches and advice. Students will work in teams on various simulation exercises, from rather simple to sophisticated issues looking at international transactions and complex legal and/or financial instruments. Students will represent hypothetical parties and work on defining the main points of Letters of Intent.
Course: Global Corporate Compliance
Professor: Carole Basri
The course covers fundamentals of being an in-house counsel in a global corporation, including crisis management, corporate compliance, litigation management, conducting internal investigations, and understanding issues of professional responsibility and ethics in the context of having your employer as a client. The course gives special emphasis to issue spotting pertaining to antitrust/ competition Law; environmental law; securities Law; Foreign Corrupt Practice Act (FCPA)/ UK Anti-Bribery Act/ OECD Anti-Bribery Acts; intellectual property law; and employment law.
Course: Individual Income Taxation
Professor: Luca Dell’ Anese
This course explores the area of individual income taxation. Topics include gross income, deductions, tax computation, choice of taxpayer, gains and losses on the disposition of property, leverage and deferral, annual reporting, and capital gains and losses.
Course: Insider Trading Seminar
Professor: Douglas Levene
Insider trading remains a controversial area of the law, characterized by strong opinions about the desirability of regulating insider trading and a proliferation of theories for regulation. This seminar concentrates on the leading law review articles staking out positions on insider trading, with a focus on the policy reasons advanced by each side.
Course: Intellectual Property Law
Professor: Lynda Oswald
This course provides a general overview of U.S. intellectual property law, with discussion of relevant international issues as well. The course should be of particular relevance to those students interested in practicing transnational or business law. Topics covered in the course will include: (1) trade secret law (including the Uniform Trade Secret Act, misappropriation, and protective measures); (2) patent law (including general policies and procedures, application processes, and infringement and remedies); (3) copyright law (including ownership and acquisition, infringement, and remedies, and technology issues); and (4) trademark issues (including general principles, federal registration procedures, infringement, dilution, and remedies).
Course: International Business Transactions
Professor: Mark Feldman
This course focuses on problem exercises involving hypothetical transactions in a variety of business settings: international sales of goods, agency and distributorship agreements, licensing agreements, establishment of operations abroad, mergers and acquisitions, joint ventures, development agreements, and international debt instruments. To establish a foundation for analyzing such transactions, the course focuses initially on three topics: (i) the multinational enterprise, (ii) extraterritorial application of national law (antitrust, tax, and anti-corruption law), and (iii) international dispute resolution (litigation and arbitration).
Course: International Financial Regulation
Professor: Douglas Levene
This course focuses on how law and regulation affects international finance. It examines policies and regulation affecting cross-border banking and securities transactions in the three major markets, the United States, the European Union and Japan. In the U.S. the focus is on how post-Enron capital market regulation affects foreign firms, in the E.U. on continuing efforts to build integrated financial markets, and in Japan on the role of foreign firms in rebuilding the Japanese financial system after the “lost decade.” The course also looks at the infrastructure that underlies the global financial system–the U.S. dollar payment system, the Basel Capital Accord, global standards for the clearing and settlement of securities, and rules for different exchange rate regimes. In addition, the course deals with offshore markets–like the Euromarkets and various derivatives markets (including the securitized markets impacted by the subprime crisis), as well as global competition between stock and derivatives exchanges and some key aspects of the emerging markets, for example sovereign debt and project finance.
Course: International Project Finance
Professor: John Niehuss
This course considers the legal aspects of a special type of finance used to fund major projects in the infrastructure (primarily power and transport), oil and gas and mining sectors. It focuses on projects involving cross border investment and finance and concentrates on the legal issues that arise at each stage of a typical project finance transaction, including preparation, structuring, financing, construction, operation and renegotiation.
Course: Mergers & Acquisitions
Professor: Seth Chertok
Mergers and Acquisitions (“M&A”) is one of the most fundamental building blocks of American corporate law, and by far the most common area of corporate law practice. This course is designed to help students: (1) learn about M&A contractual deal terms; (2) learn how to read, understand and apply Delaware and MBCA corporate law statutes and cases; (3) learn the business techniques and laws that permit companies to be acquired in hostile and negotiated situations; (4) master the various corporate law legal paths that permit different forms of acquisitions; (5) master corporate governance principles regarding the board’s and controlling shareholder’s rights, duties and responsibilities when either seeks various types of M&A transactions; and (6) hone intuition and knowledge of deal due diligence issues.
Course: Seminar on Corporate & Financial Markets
Professor: Sang Yop Kang
In this course, students will learn how corporate insiders extract corporate value at the expense of other constituencies such as minority shareholders. The role of non-pecuniary benefits (such as fame, reputation, and social influence) will be discussed in depth. In addition, the course will cover insider trading in the capital market, financial crises in Asia and the United States, and issues relating to hedge funds.
Course: Transnational Real Estate Transactions
Professor: James Hagy
More than ever, business lawyers are afforded the opportunity – and the challenge – of coordinating and planning projects abroad in markets unfamiliar to them, as well as advising international clients with in-bound investments in the lawyer’s home market. This course addresses the following topics: structuring, transactional goals, due diligence, letters of intent, memoranda of understanding and similar preliminary documentation, and deal implementation.