Law & Business Courses - University of Virginia School of Law

Courses

The following courses have recently been offered, or will be offered in the current academic year. Numbers in parentheses indicate which academic year(s) the courses were offered: 2007-08 courses are coded (8); 2008-09 courses are coded (9); and 2009-10 courses are coded (10).

COURSES
Accounting: Understanding and Analyzing Financial Statements (8,9,10)
Agency and Partnership (8,9,10)
Antitrust (8,9,10)
Banking Regulation (8,9)
Bankruptcy (8,9,10)
Contract Theory (9)
Contracts II (8,9)
Corporate Finance (8,9,10)
Corporate Tax (8,9,10)
Corporations (8,9,10)
Derivatives and Other Exotic Financial Instruments (Law & Business) (8)
Empirical Methods in the Law (9)
Entertainment Law (8,9)
Federal Income Tax (8,9,10)
Federal Taxation of Gratuitous Transfers (8,9,10)
Insurance (8,9,10)
International Business Transactions (9,10)
International Taxation (8,9,10)
Law and Economics Colloquium (9,10)
Legal Issues in Corporate Finance (Law & Business) (8)
Mergers and Acquisitions (8,9,10)
Modern Real Estate (8)
Nonprofit Organizations (9,10)
Partnership Tax (8,9,10)
Quantitative Methods (9,10)
Secured Transactions (8,9,10)
Securities Regulation (8,9,10)

SEMINARS
Airline Industry and Aviation Law (8)
Antitrust in the Global Economy (8,9,10)
Antitrust Practice (8,9,10)
Antitrust Review of Mergers in a Global Environment (8,9,10)
Banking Regulation (8,9)
Business Reorganization Under Chapter 11 (8,9,10)
Commercial Real Estate Transactions (8,9,10)
Construction Law (9,10)
Corporate Crime (8,9)
Current Issues in Corporate Law and Governance (8,9,10)
Economics of Antitrust (9)
Franchise Law (8,9,10)
International Investment Law (8,9,10)
Issues in State and Local Taxation and Fiscal Policy (8,9)
Law Firm as a Business Organization (8,9,10)
Nonprofit Organizations (8)
Tax Policy (9,10)
Tax Practice and Procedure (8)
Topics in Corporations and Securities Law (8)
Transactional Approach to Mergers and Acquisitions (9,10)

PRINCIPLES AND PRACTICE OFFERINGS
Emerging Growth Companies and Venture Capital Financing (8,9,10)
Emerging Markets (8,9,10)
Real Estate Transactions (8,9,10)

SHORT COURSES - Short Course Descriptions
Commercial Law in the Context of the People�s Republic of China (9,10)
Constructing the Deal: Selected Topics in Corporate Acquisitions (8)
Corporate Law Policy (8)
Corporate Strategy (10)
Ethics, Integrity and Avoiding �Club Fed� (9,10)
Finance of Small Enterprises (9)
Fundamentals of Insurance (8,9)
Governance and Control of the Multinational Business Enterprise (8,9)
Income Taxation of Trusts and Estates (8,9)
Innovative Contracting (9)
International Banking Transactions (8,9,10)
Launching the Enterprise: Selected Topics in the Start-up of a Biotechnology Company
(8,9,10)
Mergers and Acquisitions: Corporate Finance Perspectives (8)
Private Equity: Inside and Out (8,9)
Real World Challenges and Pitfalls of the Lawyer for the Corporation (8,9,10)
Taxation and Economic Development (8,9,10)
Trade Secrets: History, Theory, and Practice (8,9,10)

Not all courses are offered every year but all have been offered over three years. For a full list of Law School courses, see Elective Courses.

Course Descriptions

COURSES

ACCOUNTING: UNDERSTANDING AND ANALYZING FINANCIAL STATEMENTS This course covers the conceptual framework of accounting, specialized accounting terminology, generally accepted accounting standards, and the distinction between financial accounting and income tax accounting. The roles of the Securities and Exchange Commission, the Financial Accounting Standards Board, and the Internal Revenue Service are delineated. Students will learn how components of financial statements such as inventories, plant and equipment, bonds, leases, sales revenues, cost of goods sold expense, and depreciation expense are measured and reported.

AGENCY AND PARTNERSHIP This course is an introduction to the legal consequences of people acting on behalf of other people or organizations. The course also serves as an introduction to business organizations other than the corporation, including partnership and limited liability entities.

ANTITRUST Adam Smith once wrote: "People of the same trade seldom meet together, even for merriment or diversion, but the conversation ends in a conspiracy against the public, or in some contrivance to raise prices." Some people think it is the wisest thing Adam Smith ever said while others think it was just humbug. Antitrust is about much more than simple price fixing conspiracy. The celebrated Microsoft case shows there are a bewildering number of ways that aggressively run firms can run against the antitrust laws. The course considers all of the standard ways, from cooperative pricing to noncooperative refusals to deal, and analyzes certain types of business arrangements and how they are (and are not) rationalized.

Banking Regulation This seminar teaches students the basic concepts underlying the regulation of depository institutions in the United States, and, where appropriate, contrasts the U.S. regulatory approach with that of other countries. The seminar includes a discussion of systemic risk and consumer protection as bases for the regulation of depository institutions (e.g., banks and thrifts), as well as their holding companies and affiliates. There is a specific focus on activity restrictions imposed on depository institutions and their affiliates (including depository institutions’ affiliations with securities and insurance underwriting), as well as lending limits, capital requirements, geographic restrictions, the bank failure process, community reinvestment obligations, privacy concerns and restrictions, and the federal banking agencies’ supervision and enforcement powers. The seminar concludes with a discussion of international banks’ operations in the United States, and U.S. regulation of those activities.

BANKRUPTCY This course explores in detail the legal, theoretical, and practical issues raised by a debtor's financial distress. Principal emphasis will be on how the Federal Bankruptcy Code uses or displaces otherwise applicable law as the provider of rules that govern the relationships among debtors, creditors, and others.

CONTRACT THEORY This short course surveys non-economic theories of contract law (e.g., consent, promise, corrective justice, and historical). The central objective is to discern the implicit or explicit objectives of these theories. Are they trying to explain and justify contract doctrine? If so, what kind of explanations and justifications do they provide? How does their conception of the purpose of contract theory compare to that of economic analysis of contract law?

CONTRACTS II This course is a continuation of the study of basic contract law and theory, but is broader and deeper than first-semester Contracts. Some first-semester material will be reviewed and developed further to ensure all students have a common background in contract law and theory. Topics may include: the identification and interpretation of the terms of agreement (e.g., the parol evidence and plain meaning rules), defining the terms of performance (e.g., implied and express conditions), mistake and excuse (e.g., unilateral and mutual mistake, impossibility, commercial impracticability, the right to cure), conduct constituting breach (e.g., anticipatory repudiation, the right to adequate assurances), remedies (e.g., foreseeability, mitigation, liquidated damages, sales of goods remedies), and third party rights (e.g., intended and incidental beneficiaries, assignment and delegation, and novation). Although considerable emphasis will be placed on doctrines in both the common law and Uniform Commercial Code, this course is not intended as a substitute for a course on the sale of goods (Article 2 of the U.C.C.).

CORPORATE FINANCE This course takes a financial and economic perspective of the corporation. The central theme is determining the value of the firm from the perspective of the manager who must make financing choices (sources of funds) and investment choices (uses of funds) to maximize the value of the firm. Major topics include: time value of money, discounted cash flow analysis, financial statement analysis and projections, capital markets, market efficiency, cost of capital, capital structure theory and practice, capital budgeting decisions, firm valuation, and option valuation. The course is taught using textbook and case studies and covers topics taught in the core finance course of most major MBA programs.

CORPORATE TAX This course deals with tax implications of the formation, operation, reorganization, and liquidation of corporations. It analyzes the relevant sections of the Internal Revenue Code and regulations and explores alternative directions that the law might have taken. From policy and practical perspectives, the course examines the tensions between large and small businesses, corporations and individuals, managers and shareholders, profitable and unprofitable enterprises, and tax avoiders and the government.

CORPORATIONS This course considers the formation and operation of corporations and will compare corporations to other business forms. It examines the roles and duties of those who control businesses and the power of investors to influence and litigate against those in control. It also addresses the special problems of closely held corporations and issues arising out of mergers and attempts to acquire firms.

DERIVATIVES AND OTHER EXOTIC FINANCIAL INSTRUMENTS (Law & Business) This course is concerned with financial instruments other than common stock and conventional debt securities. The class begins with options and financial futures and then discusses structured preferred stocks, exotic debt securities such as commodity-linked bonds, and swap agreements. Throughout students are concerned with three questions: what is the economic function of these instruments; how are they valued; and how are they treated by the regulatory system? The relevant regulations of the Securities and Exchange Commission and the Commodity Futures Trading Commission are covered.

Empirical Methods in the Law Every day, as lawyers and citizens, we are bombarded with information. How do we know what to believe? This course makes students critical consumers (and even producers) of legally-relevant empirical research. It covers research design and basic statistics. Students apply these techniques to two small student-generated projects (one archival, one survey) and two critiques. The class discusses how to evaluate alleged biases (e.g., discrimination), the effectiveness of various policies, and the reliability of expert testimony – among other topics.

ENTERTAINMENT LAW This course introduces legal, business, and creative issues in film, television, and music production and distribution, and the role of the entertainment lawyer. The class provides an overview of standard contract clauses in film, television, and music contracts and some of the leading cases and legal issues related to those businesses, including celebrity and publicity rights, idea submission and protection, credit and control, budgets and financing, compensation (net vs. gross and profits in films, profits and residuals), licenses and royalties, and limitations on enforcement of personal service contracts.

FEDERAL INCOME TAX This course is the introduction to federal taxation in general, and income tax in particular. It concentrates on the provisions that apply to all taxpayers, with particular concern for the taxation of individuals. The course is intended to provide grounding in such fundamental areas as the concept of income, income exclusions and exemptions, non-business deductions, deductions for business expenses, basic tax accounting, assignment of income, and capital gains and losses.

FEDERAL TAXATION OF Gratuitous TRANSFERS This course is an introduction to the federal taxation of gratuitous transfers made by individuals during life and at death. Federal taxation of estates and gifts and generation-skipping transfers will be examined separately and as they interrelate with each other by drawing together legislation, administrative interpretations, and judicial decisions. Federal income taxation of trusts and estates will also be considered, as will income tax considerations unique to decedents.

INSURANCE Insurance is an increasingly important tool for the management of risk. This course provides a working knowledge of basic insurance law governing insurance contract formation, insurance regulation, property, life, health, disability, and liability insurance, and claims processes. The emphasis throughout the course is on the link between traditional insurance law doctrine and modern ideas about the functions of private law.

INTERNATIONAL TAXATION This course focuses on the U.S. Federal income taxation of the international activities of U.S. individuals and corporations (i.e., outbound transactions), and the U.S. activities of foreign citizens and corporations (i.e., inbound transactions). The course looks at such provisions as source rules, foreign tax credit rules, and controlled foreign corporation rules. Also, the course examines the impact of income tax treaties on inbound and outbound transactions. Particular emphasis is given to the impact of the Federal income tax on cross-border acquisitions.

Law And Economics Colloquium Each week a leading scholar presents a working paper in law and economics. These workshops are also open to the faculty and interested students. Students must write a short critique of each paper and are expected to engage in the discussion.

LEGAL ISSUES IN CORPORATE FINANCE This course examines legal issues associated with financing choices made by corporations. The main objective is in understanding how and why different financing choices affect the value of the firm, how the courts have viewed such choices, and what, if any, changes may be necessary in our and the courts' perspectives. Topics include debt securities and the role of protective covenants, the impact of bankruptcy in firm valuation, firms' choice over different dividend policies, and legal and financial issues in change of control transactions.

MERGERS AND ACQUISITIONS This course focuses on the role of law and lawyers in the evaluation, design and implementation of corporate acquisitive transactions, including mergers, asset sales, share exchanges and tender offers. Primary attention is devoted to corporate and securities law issues relevant to mergers and acquisitions, including the Williams Act, state statutory and case law, as well as important forms of private ordering, such as poison pills, lockups, earnouts and the allocation of risks by the acquisition agreement. Relevant accounting and tax issues are covered.

Modern Real Estate This course provides an introduction to the basic components of real estate transactions (conveyancing) with emphasis on contracts of sale, deeds, title assurance, and real estate finance (including mortgages). The focus is on the residential real estate transaction, e.g., the broker's role in the transaction, although certain commercial financial devices, e.g., the ground lease, are discussed.

NONPROFIT ORGANIZATIONS The course surveys the role of nonprofit firms, reasons for use of the nonprofit form, and the different types of nonprofit organizations, with particular attention to the statutes governing nonprofit corporations. The course examines the formation, dissolution and governance of nonprofits, considers state regulation of charitable solicitations, and analyzes tax policy issues related to nonprofits.

PARTNERSHIP TAX This course will examine the basic principles in the application of the federal income tax to partnerships and their partners. An increasing number of private firms, whether organized as partnerships or not, will be subject to these rules in the future. Operation of the rules will be related to and explained by the underlying tax theory, and the technical rules and tax theory will be applied to tax and business planning. The course also examines the taxation of other pass-through business entities such as S corporations, corporations filing a consolidated return, trusts, and other entities with specialized purposes.

QUANTITATIVE METHODS What do the following have in common: the calculation of damages in a wrongful death action, the proof of an employer's discrimination on the basis of race or sex, the proof of causation in a tort case involving a release of hazardous chemicals, the determination whether a commodity indexed bond should be regulated as a security or a futures contract, and the valuation of a small business for federal estate tax purposes? Each involves the application of statistical or mathematical procedures to data to reach a legal conclusion. This course is an introduction to the basic mathematical tools that a lawyer needs. Topics are drawn principally from probability, statistics, and finance. The course emphasizes the use of statistical and quantitative reasoning in litigation (such as employment discrimination, toxic tort, and voting rights cases) and in policy debates. The course is designed for those who have little or no background in mathematics. Students who are proficient in applied mathematics and statistics are discouraged from taking the course.

SECURED TRANSACTIONS This course covers the law governing the use of collateral in credit or lending relationships. The principal statute is Article 9 of the Uniform Commercial Code, which regulates the enforcement of security interests in collateral and the priority structure among security interests and between security interests and other rights in collateral (such as judicial and statutory liens, and the rights of transferees). A small portion at the end of the course concerns the treatment of secured creditors under bankruptcy law.

SECURITIES REGULATION This course covers the federal regulation of the issuance and trading of securities. It examines the issuance process in detail, with attention to the Securities Act of 1933 and the intricate regulations and rules promulgated by the Securities and Exchange Commission. The definition of a security, selling process in public offerings, disclosure obligations, exemptions from registration, civil liability, and Rule 10b-5 of the Securities Exchange Act of 1934 will be studied. The course applies basic principles of financial economics as analytic tools.

SEMINARS

AIRLINE INDUSTRY AND AVIATION LAW This course is an introduction to the Transportation Code, the domestic and international airline industry, and the manner in which business responds to legal demands, using the aviation industry as a focal point. Attention is also given to key current issues, including foreign control of airlines and Homeland Security.

ANTITRUST IN THE GLOBAL ECONOMY This seminar examines the unique phenomenon of global antitrust law, in a world where over 150 countries have antitrust regimes, and a single business decision can affect markets around the globe. The class begins by covering common ground, such as the free market foundations of antitrust, developed in the United States and now making their way even to China, multi-jurisdictional cartel enforcement, and the “export” of U.S. private litigation to Europe. It then moves on to conflict, examining the dramatically different transatlantic approaches to the Microsoft, Intel and other monopolization cases, uses of antitrust law to both facilitate and hinder international trade, and the different reactions of various antitrust regimes to the 2008-09 global financial crisis.

ANTITRUST PRACTICE This seminar covers antitrust problems encountered in Department of Justice and Federal Trade Commission proceedings and in dealing with private suits, including mergers, joint ventures, intellectual property matters, and international trade matters. Topics include bread-and-butter advice that companies need for distribution, pricing, and other aspects of their regular business planning. The seminar also discusses economic theories that provide much of the underpinning of antitrust law.

ANTITRUST REVIEW OF MERGERS IN A GLOBAL ENVIRONMENT Students learn how domestic and international mergers and acquisitions are reviewed under the antitrust laws, with an emphasis on U.S. antitrust law at the federal level. Topics include market definition and measures of market concentration; theories of liability for anticompetitive horizontal, vertical and conglomerate mergers; methods for predicting anticompetitive effects; failing firm, efficiencies, and other defenses; remedies; and enforcement mechanics. Some time is spent on extraterritorial application of U.S. merger law, merger control law in Europe, and the problems associated with mergers that are subject to challenge under the antitrust laws of more than one country.

Banking Regulation This seminar teaches students the basic concepts underlying the regulation of depository institutions in the United States, and, where appropriate, contrasts the U.S. regulatory approach with that of other countries. The seminar includes a discussion of systemic risk and consumer protection as bases for the regulation of depository institutions (e.g., banks and thrifts), as well as their holding companies and affiliates. There is a specific focus on activity restrictions imposed on depository institutions and their affiliates (including depository institutions� affiliations with securities and insurance underwriting), as well as lending limits, capital requirements, geographic restrictions, the bank failure process, community reinvestment obligations, privacy concerns and restrictions, and the federal banking agencies� supervision and enforcement powers. The seminar concludes with a discussion of international banks� operations in the United States, and U.S. regulation of those activities.

BUSINESS REORGANIZATION UNDER CHAPTER 11 This seminar focuses on the practical and strategic applications of Chapter 11 of the Bankruptcy Code. Legal and tactical considerations confronting debtors and creditors in a business reorganization are analyzed so that students can appreciate the negotiation, litigation and transactional components of a Chapter 11 case. Students participate in a mock Chapter 11 plan confirmation hearing presided over by a United States bankruptcy judge.

COMMERCIAL REAL ESTATE TRANSACTIONS This seminar is an in-depth review of real estate acquisition and development contracts, including joint venture agreements; a review of construction and permanent mortgage loan documentation including appraisals, title insurance, survey, and environmental indemnities; and a review of various forms of commercial leases including office, retail and triple net leases.

Construction Law This seminar focuses on the law relating to construction contracts. It uses a textbook and local construction contracts as source materials. The seminar will cover issues relating to private and public construction, from selection of contract models to disputes resolution.

Corporate Crime In this course we will study the theory and practice of criminal prosecutions of entire organizations. In recent years, federal prosecutors have increasingly criminally prosecuted large corporations, for example America Online, Boeing, Bristol-Myers Squibb Co., Computer Associates, HealthSouth, KPMG, MCI, Merrill Lynch & Co., and Monsanto. These complex efforts raise a series of issues not present in prosecutions of individual persons. We will begin by examining the purposes underlying the criminal liability of organizations, the standards under which they may be held criminally liable for the acts of their agents, the criminal procedure rules that apply, and the guidelines for sentencing convicted organizations. We will then discuss current developments and controversies in the field, focusing on compliance agreements between large organizations and federal prosecutors, waiver of organizational privilege, international prosecutions, and the effects of entity prosecutions on industry and on individual employees. Finally, we will study the interplay between criminal prosecutions of organizations and civil and regulatory actions.

CURRENT ISSUES IN Corporate Law and Governance This seminar covers current issues in corporate law and governance, such as executive compensation, corporate governance and firm value, state competition in corporate law, anti-takeover law, the impact of the Sarbanes-Oxley Act on corporate governance and the desirability of increasing shareholder power. Some sessions feature guest speakers.

Economics of Antitrust No area of law derives its content from social science as much as antitrust law relies on economics. In the post-Chicago economic world, antitrust courts are bombarded with complex qualitative and quantitative economic evidence, and instructed by the Supreme Court to understand and apply it. The class discussions give students a detailed look at several recent antitrust cases with hotly contested economic evidence. The analyses of competing economic experts will be examined to show how slightly different assumptions can lead to very different results. For each case, the class evaluates whether the economic analysis offered supported the court’s decision. Discussion topics include: Should the results of an econometric analysis of price scanner data stop a merger of two specialized retail stores with small shares in a more general retail marketplace? Does economic theory support a claim that bundled rebates and cash incentives resulting in above-cost pricing amount to illegal monopolization? What economic assumptions can be made to establish the “but for” world used to calculate antitrust damages?

Franchise Law This course covers the legal and practical business basics of franchising, including the sales process and disclosure requirements; the relationship of franchising, trademark and antitrust law; structuring of the franchise relationship and the analysis of franchise agreements; contract and other common law concepts that affect the franchise relationship; the legislative process and statutes regulating the franchise relationship at the state and federal level; franchise-related litigation; the impact of the Internet and other technological advances on franchising; and international franchising.

International Investment Law This course examines the substantive law governing international investment, explores how rights and obligations can be enforced in an investment dispute, and considers the proper role of investment law in the international legal system. It also challenges students to become advocates by litigating key issues that arise in investment disputes in a series of simulated mini-arbitrations. �Investor-state� arbitrations often allege breaches of bilateral or multilateral investment treaties and are often heard by tribunals established by the International Centre for Settlement of Investment Disputes (ICSID), which is part of the World Bank group. These arbitrations raise important questions both about the rights and obligations of international investors (e.g., whether they should have substantive and procedural rights beyond those afforded domestic investors) and about the appropriate mechanisms for resolving investment disputes (e.g., whether the public should have the right to see and participate in what had traditionally been confidential proceedings).

Issues in State and Local Taxation and Fiscal Policy This seminar examines the ways state and local governments tax, spend, and borrow. Specific topics may include treatment of unfunded mandates, financing education, and borrowing for public/private projects.

Law Firm as Business Organization This course is an overview of the historical, economic and sociological factors that have shaped, and continue to shape, how the practice of law evolves in the modern legal market place. The central focus is the law firm as a business organization.

Tax Policy This course examines the legal, economic and political considerations relevant to formulating tax policy. Specific topics will be drawn from: the concept of income and the tax base; economic efficiency; equity and distributive justice; tax expenditures; consumption taxation and fundamental tax reform; wealth transfer taxation; social security and other social insurance programs; tax compliance and enforcement, including tax shelters; and current tax policy legislative initiatives.

Tax Practice and Procedure This course is intended for serious tax students who intend to pursue a career in tax law, whether in tax planning or in tax controversy work. The course follows the progression of a tax dispute from the planning stages through to litigation. Students consider how to properly and accurately characterize a transaction on a tax return, defend the transaction at the administrative stage in an IRS audit, prepare a Protest rebutting the IRS's proposed treatment of the transaction, and, finally, prepare a brief supporting the proper tax treatment of the transaction. Other topics include certain ethical issues, IRS Circular 230, and other issues that may arise in the course of a taxpayer's dealings with the IRS and the courts.

Topics in Corporations and Securities Law This seminar will examine advanced topics in corporations, securities and finance. Topics will be selected in cooperation with the members of the seminar and in light of developments during the summer and fall of 2007. Topics are likely to include the monetary system, hedge funds, corporate voting, the option and futures markets and class actions for securities fraud. Students will be asked to prepare short papers analyzing the assigned readings on the selected topics.

Transactional Approach to Mergers and Acquisitions An analysis of different kinds of M&A transactions including both negotiated and hostile acquisitions of public companies, as well as acquisitions of private companies and subsidiaries and divisions of public companies. Special types of transactions such as leveraged buyouts, �going private� transactions, spinoffs and the use of proxy contests in hostile transactions will also be addressed. Structuring, documenting and negotiating transactions will be examined in-depth from a practitioner�s perspective, sometimes through the use of case studies, with an emphasis on the similarities and differences in the acquisition agreements applicable to different kinds of transactions. Although not a prime focus of the course, tax considerations will be addressed. The course will provide an in-depth look at the roles played by lawyers and investment bankers in advising boards of directors of target and acquirer companies as well as those played by other transactional professionals. Emphasis will be on how the case law and various state statutes and SEC regulations inform the acquisition process. Readings will include cases, articles, merger agreements and related agreements, SEC filings and various federal and state statutes.

PRINCIPLES AND PRACTICE OFFERINGS

Emerging Growth Companies and Venture Capital Financing This course deals with legal and business issues that arise in the context of representing emerging growth technology companies, with a particular emphasis on corporate formation, governance and capital structure, key employee contracts, venture capital transactions and intellectual property.

Emerging Markets This seminar explores the legal and regulatory structures affecting foreign investors seeking to participate in the development of �emerging markets,� and in particular in the restructuring of formerly socialist economies.

REAL ESTATE TRANSACTIONS This course is about making deals to acquire or develop long-lived, income-producing assets, focusing specifically on financing techniques for the equity piece of investment in income-producing real estate. Emphasis will be placed on the use of present value analysis and the use of spreadsheets to perform this analysis. Financial structures used to invest in real estate, principally pass-thru entities taxed as partnerships, will be analyzed. Multi-family residential projects will be used for analytic purposes, including the use of low-income housing tax credits. Attention will be paid to development issues including site acquisition and evaluation, environmental regulation, market analysis and obtaining public approvals. The use of publicly held investment vehicles to finance real estate ventures will be discussed, focusing on the use of REITs and UPREITs. Investment by tax-exempt institutions and issues raised by debt securitization will be discussed as time permits. Attention will also be paid, also as time permits, to debt structures and relationships between creditors and investors; protection of equity investors in troubled projects; special problems with leverage, possibly including leveraged leases; defaults and workouts. Experienced professionals from outside the Law School will discuss specific problems in their areas of expertise. Students will work on problems in teams, and part of the course assignment is to work with teammates in resolving problems.

SHORT COURSES

Buying and Selling Residential Real Estate: What Every Prospective Lawyer Should Know As indicated by the title, this course will focus on legal issues raised by residential real estate transactions starting with those issues associated with listing real property for sale and concluding with the 'closing' and associated post-closing issues. There will be a one-hour multiple choice exam.

Commercial Law in the Context of the People's Republic of China In this course students look closely at certain areas of Chinese law that directly impact non-Chinese investors that establish companies in China. Such areas include joint venture law, employment law, company law and contract law. Students do not look only at the law, but also at some of the historical and political drivers that shaped it. Finally, there will be a joint venture negotiation exercise that will allow students to focus on the interaction between policy, law and commercial objectives.

Constructing the Deal: Selected Topics in Corporate Acquisitions This course explores the principal legal issues and also the practical realities of negotiated corporate acquisitions and mergers. Using documents from recent transactions, business deals are analyzed from inception to closing, with the focus on the lawyer's role in each phase of a transaction.

Corporate Law Policy This course discusses works on pressing issues in corporate law policy. Topics include misreporting of corporate performance, the role of gatekeepers, differences between U.S. and Europe and corporate law reforms.

Ethics, Integrity and Avoiding “Club Fed” In the wake of the recent, infamous corporate scandals, we have seen otherwise upstanding attorneys, accountants and business executives become defendants in massive shareholder class actions, targets of civil and criminal investigations and defendants in criminal prosecutions. Avoiding “Club Fed” starts with consistently making sound ethical choices throughout a career. We will discuss real situations in which ethical issues arise for attorneys and their clients. Many situations will come from current press reports; others will come from the less publicized dilemmas that often confront young professionals. Our focus will be on the private practice of law and business clients. We will consider how people make ethical choices and identify some of the sources for ethical standards in society today. Identifying ethical issues and reaching ethical conclusions is only the beginning. The real challenge for many young professionals is finding practical solutions to dilemmas. The class discussion will help students understand that they are not alone in facing these problems and that there are practical alternatives to “going along” with conduct that they sense is not right. Each student will pick his or her own topic for the final paper and address ethical issues in a context that is of interest to the student.

Finance of Small Enterprises Over 99 percent of United States businesses are defined by the Small Business Administration as small businesses, and the small business sector accounts for over half the country’s GNP and employment. Almost all small businesses are private companies and their financing needs and options are substantially different from the needs of large public companies that are the subject of most law school courses dealing with business law and business finance. This course deals with the business and legal issues that arise in financing a small business from its startup to an eventual exit of the founder through a sale or IPO. This course is from the perspective of small business senior management and deals with the range of financing options and the pros and cons of each as a business is started and grows. There is particular emphasis on the different financial options available to each category of business at different stages in its life cycle including bank loans, commercial finance and factoring, leasing, commercial mortgages, angel equity financing and venture capital and the terms that normally are associated with these different types of financing.

Fundamentals of Insurance This course surveys basic insurance concepts and the major forms of insurance coverage. The course is designed to give students the tools to recognize insurance issues when they encounter them in law practice, and to acquaint students with the scope of coverage provided by the principal types of insurance policies covering U.S. businesses.

GOVERNANCE AND CONTROL OF THE MULTINATIONAL BUSINESS Enterprise This short course examines the methods for internal governance and control of the multi-national enterprise with emphasis on internal structure, enterprise culture, local and regional legal regimes, and public opinion and politics.

INCOME TAXATION OF TRUSTS AND ESTATES This short course studies Subchapter J of Subtitle A of the Internal Revenue Code—the Income Taxation of Trusts and Estates. Students examine the ways in which the process of determining income tax liability for these two taxable entities is the same as that for taxing the income of individuals and the important ways in which the process differs. This course is not a substitute for Federal Taxation of Gratuitous Transfers.

Innovative Contracting This course examines the process and techniques of innovative contract design. Through a combination of theoretical readings and case studies, students look at the role of contracts in business transactions, how they evolve over time, what instigates significant improvements in the structure of deals, and the role of lawyers and law firms in such innovations. Along the way, the class discusses how a lawyer can be usefully innovative in the service of a client.

LAUNCHING THE ENTERPRISE: SELECTED TOPICS IN THE START-UP OF A BIOTECHNOLOGY COMPANY This short course is an introduction to the entrepreneurial process involved in the start-up of a biotechnology company. The course covers the entrepreneur’s evaluation of a scientific opportunity, the business issues in negotiating and drafting a patent license, the key elements of the business plan, and a PowerPoint presentation to potential investors.

Mergers and Acquisitions: Corporate Finance Perspectives This short course explores merger and acquisition activity primarily from the perspective of the corporate actors (management and board of directors) and their investment banking and legal advisors. Emphasis is on a practical introduction to mergers and acquisitions of publicly traded companies. The class examines valuation techniques in acquisitions using tools from corporate finance, and the pro forma financial effects of such transactions. Policy topics include: What strategic rationales drive merger activity, and are they analytically sound? What valuation techniques are used in board discussions? How does a board determine if a deal was successful? What does fairness mean in the merger context? How do stock market investors look at merger activity, and how should they? Students investigate basic parts of the transaction tool kit used to structure transactions.

Private Equity: Inside and Out Private equity firms have become one of the largest and most important players in the capital markets. Understanding how these lucrative entities function will serve as a vehicle for discussing all aspects of corporate law transactions from the perspective of the various participants and professionals involved. We will investigate the fundamental features of the contracts between the investors and the deal team and among the members of the private equity firms. Readings will be from current events and actual transaction documents. Group projects and discussions will focus on actual problems faced in private equity firms or in fund raising. The goal of the course is to allow students a window into both the big picture and the actual details that are involved in the legal and business aspects of a private equity firm. It should be helpful for those who wish to work for or with private equity firms and those who wish to buy or sell companies to those firms. In some ways it will also be a survey course for corporate lawyers and corporate finance professionals taught from the perspective of a client, and inside and outside lawyer and investment banker. There will be homework. It will involve math at the junior high level. You must not let this make you afraid.

Real World Challenges and Pitfalls of the Lawyer for the Corporation This practical and stimulating course focuses on the "Real World Challenges and Pitfalls of the Lawyer for the Corporation." The course will explore, among other problems: (a) the corporate lawyer's advice to directors on their fiduciary duties in various actual settings; (b) the legal and ethical dilemmas faced by corporate counsel in reporting both to the CEO and the Board when faced with the potential of corporate officer malfeasance (including an Enron case study); and (c) dealing with the myriad privilege and other problems in government and internal investigations.

Taxation and Economic Development This course examines a simple question: what role does a country�s tax system play in assisting (or impeding) the country�s economic development goals? Our special focus is on trying to answer that question in the context of a developing country, and we will devote most of our attention to two specific topics: the role for, and the effectiveness of, tax incentives offered by developing countries, especially tax incentives targeted at foreign investors, and the appropriateness of the division of tax on the income from investments located in developing countries between the developed country and the developing country from which the investor comes. The course assumes that participants already have a basic understanding of the goals and impacts of tax and transfer systems; we then apply that knowledge to selected topics that are of particular importance to developing countries. Participants are asked to assume responsibility for leading our discussion in one seminar, and to submit a paper (no more than 10 pages) on a topic chosen by the participant after consultation with the instructor. Grades are based only on the paper.