Law & Business Courses - University of Virginia School of Law

Courses

COURSES
Accounting: Understanding and Analyzing Financial Statements
Agency and Partnership
Antitrust
Art Law
Banking Regulation
Bankruptcy
Commercial Law in the Context of the People's Republic of China
Commercial Law: Payment Systems
Commercial Law: Sales and Sales Finance
Contracts II
Corporate Finance
Corporate Tax
Corporations
Derivatives Law and Regulation
Derivatives and Other Exotic Financial Instruments (Law & Business)
Economics of Antitrust
Empirical Methods in the Law
Employee Pension and Welfare Benefits
Employment Discrimination
Employment Law: Contracts, Torts, and Statutes
Entertainment Law
Federal Income Tax
Financing of Small Enterprises
Innovative Contracting
Insurance
Intellectual Property: Copyright
Intellectual Property: Patent
Intellectual Property: Trademark
Intellectual Property: A Survey of Patent, Copyright, Trademark
International Aspects of Employment Law and Labor Law
International Business Transactions
International Financial Architecture
International Taxation
International Trade Law and Policy
Labor Law
Law and Economics
Legal Issues in Corporate Finance
Mass Media Law
Mergers and Acquisitions
Negotiation Institute
Nonprofit Organizations
Partnership Tax
Quantitative Methods
Secured Transactions
Securities Fraud
Securities Regulation
Sports Law
Taxation of Venture Capital and Private Equity
Transactional Approach to Mergers and Acquistions

SEMINARS
Airline Industry and Aviation Law
Antitrust Practice
Antitrust Review of Mergers in a Global Environment
Business Reorganization Under Chapter 11
Business Transactions and the Scholarly Process
Commercial Real Estate Transactions
Construction Law
Corporate Financial Transactions
Current Issues in Corporate Law and Governance
Current Issues in Federal Tax Policy
Employment and Labor Law: A Global Perspective
Executive Compensation
Intellectual Property Colloquium
Law and Economics Colloquium
Professional Sports and the Law
Readings in Tax Policy
Tax Policy

PRINCIPLES AND PRACTICE OFFERINGS
Emerging Growth Companies and Venture Capital Financing
Emerging Markets
Employment Law
Real Estate Transactions

CLINICS
Employment Law Clinic
Patent and Licensing Clinic I
Patent and Licensing Clinic II

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

COURSE DESCRIPTIONS

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.

ADVANCED INTELLECTUAL PROPERTY Seminar This seminar is for intellectual property aficionados who want to understand its structure, the division of labor between intellectual property regimes, and how intellectual property law intersects with other laws and constitutional limits.

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.

AIRLINE INDUSTRY AND AVIATION LAW Seminar 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 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.

ANTITRUST AND INTELLECTUAL PROPERTY Seminar Particular emphasis will be placed on the patent-antitrust interface and copyright-antitrust. After an introduction to some of the basic precepts of patent and other intellectual property laws, the course considers a variety of current issues from the standpoints of litigation, counseling, and policy-making.

ANTITRUST PRACTICE Seminar 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 Seminar 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.

Art Law This interdisciplinary course explores how the law shapes and constrains visual expression. The focus is on the censorship of contemporary art. The reading draws extensively on non-legal texts as well as on an array of first amendment materials. The class considers recent art controversies and the special problems presented by the interpretation of visual images to explore a series of First Amendment topics including: obscenity law, child pornography law, the feminist anti-pornography movement, the critique of racist hate speech, public art and government funding of the arts. Ultimately we use the problems presented by visual art as a means to probe the meaning of "speech" for purposes of the First Amendment.

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.

BUSINESS REORGANIZATION UNDER CHAPTER 11 Seminar 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.

BUSINESS TRANSACTIONS AND THE SCHOLARLY PROCESS Seminar (6) This yearlong seminar is designed for students who are interested in going into law school teaching and also wish to produce significant scholarship in business transactions, including a wide range of financial and commercial contracts. The seminar will entail a substantial amount of reading and writing. In the first semester, we will read and analyze successful law review articles in various private law subject areas. Class discussion will rely heavily on informed student participation, which will be a factor in the evaluation of student performance in the course. Also in the first semester, students will begin researching and drafting an article of publishable quality. These draft articles will be presented to the class during the second semester for discussion and critique. Final drafts are due at the end of the second semester. The seminar is open to 14 students who will be selected based on their demonstrated ability and interest to engage in sustained research. Students who wish to sign up for the course must send the instructors a resume and statement of interest during the summer.

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.

COMMERCIAL LAW: PAYMENT SYSTEMS (2) This course explores the law governing various payments systems, including checks, letters of credit, credit cards, ATM and debit cards, wire transfers, and Internet banking. This is a key area of banking/commercial law, governed primarily by the Uniform Commercial Code. Federal law also plays an important role. In this course we will cover such topics as: check fraud, identity theft, negotiable instruments, the use of letters of credit in both domestic and international trade, bank liability for "aiding and abetting" customer fraud, consumer protection issues, guarantees and the law of suretyship, and the legal relationship between a bank and its customers. We will look closely at the business context within which the legal rules are applied. Payment Systems (together with Sales and Secured Transactions) is the province of the UCC, one of the most heavily litigated statutes in the universe. Therefore, this course will include some emphasis on litigation strategy and the drafting of agreements to contain risk from the bank's perspective. Above all, we will use the UCC to focus on principles of statutory construction.

COMMERCIAL LAW: SALES AND SALES FINANCE The law of sales builds upon the first-year courses in contracts and property. The law governing the sale of goods is found primarily in Article 2 of the UCC, but also in the rules governing international trade, which is a rapidly growing area. In this course we focus on the basic principles of sales law, including the rights of creditors, owners, and purchasers; warranties of title and quality (breach of warranty by a seller is a form of "product liability" where the damages are economic rather than personal injury); performance stage controversies and remedies of buyers and sellers; methods of payment in exchange for goods; and the financing of sales transactions, both domestically and internationally. The course includes some analysis of the drafting of key sales documents, with an emphasis on the business setting of sales transactions. Because this is an area governed primarily by statute, the course strongly emphasizes principles of statutory construction.

COMMERCIAL REAL ESTATE TRANSACTIONS Seminar 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 Seminar 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.

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 FINANCIAL TRANSACTIONS Seminar This yearlong seminar meets for 14 class sessions during the academic year on a schedule to be announced by the instructor. This seminar concerns corporate decision-making in financial transactions. It focuses on governance issues and the allocation of control among the board of directors, management, and other constituencies. Topics include debt and equity financing, venture capital, initial public offerings, mergers and acquisitions, shareholder activism, executive compensation, spinoffs, and financial distress. Course materials will include case studies, statutory and case law, law review articles, and financial economics articles. Several case studies will incorporate guest speakers who have played a role in these transactions. Students are asked to write weekly commentaries on the assigned reading, as well as to participate in various exercises relating to the transactional practice of law.

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 (4) 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.

CURRENT ISSUES IN Corporate Law and Governance Seminar 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.

CURRENT ISSUES IN FEDERAL TAX POLICY Seminar This seminar covers a variety of significant federal tax policy issues currently under consideration in Congress and in political and academic debates. Among these are proposals to revise the present federal income tax or replace it, in whole or in part, with various forms of consumption taxes, including the so-called "flat tax," a value-added tax used in many foreign countries, or a national retail sales tax. Attention is given to efforts by the Treasury to deal with "tax shelters" undertaken by corporations and individuals to reduce their federal income tax liability; to recent efforts by U.S. corporations to go through a process of "inversions" so they become subsidiaries of new corporations organized in Bermuda or other countries having little or no income taxes; efforts to simplify the current income tax; to the relative tax burdens of single and married persons; to proposals to restructure the social security taxes and benefits; and to new problems involved in sales taxes and income taxes in international and interstate transactions via the Internet and e-mail.

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.

Economics of Antitrust Seminar 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?

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.

EMERGING GROWTH COMPANIES AND VENTURE CAPITAL FINANCING: PRINCIPLES AND PRACTICE Seminar 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, liquidity events, venture capital transactions, and intellectual property. The course will include several practice exercises designed to introduce students, working in practice teams, to the process of structuring and executing transactions in this area.

EMERGING MARKETS: PRINCIPLES AND PRACTICE Seminar This seminar explores the legal and regulatory structures affecting foreign investors who participate in the development of the so-called "emerging markets," and in particular in the restructuring of formerly socialist economies. Topics covered include: forms of foreign investment and commercial transactions, local accreditation, taxation, the privatization process, intellectual property protection, import-export regulations, currency controls, project and conventional financing, banking, the development and regulation of capital markets, securities and commodities exchanges, financing, labor law, environmental protection, and antitrust issues.

Employee Pensions and Welfare Benefits This course examines the federal laws governing retirement, health, and other welfare benefits provided through the employment relationship. The class considers several aspects of employee benefits law, but places primary emphasis on the regulation of retirement plans (such as traditional pensions and 401(k) plans) under the Employee Retirement Income Security Act of 1974 (ERISA). Topics include substantive employee rights and obligations; standards of conduct for trustees, investment managers, and other fiduciaries; administrative and judicial enforcement procedures; public policy on retirement security; and the economic incentives and disincentives for employers to maintain tax-qualified retirement plans.

EMPLOYMENT DISCRIMINATION This course focuses on the principal federal statutes prohibiting discrimination in employment on the basis of race or sex, especially Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, and the Americans with Disabilities Act. It also examines the federal constitutional law of racial and sexual discrimination, primarily as it affects judicial interpretation.

EMPLOYMENT AND LABOR LAW: A GLOBAL PERSPECTIVE Massive multinational enterprises and an increasingly globalized trade in both goods and services have become critical influences on the 21st-century workplace. These developments have put tremendous strain on national employment and labor law regimes, leading policymakers to explore new means to regulate employment relations. This research seminar focuses on issues at the intersection of employment and labor law with international law and business. We will discuss a variety of topics such as international conventions on labor rights, the labor side agreements contained in international treaties, public and private efforts to enforce labor standards around the world, comparative studies of national labor laws, global outsourcing and the growing international trade in services, immigration policies, and the extra-territorial application of U.S. employment and labor laws. Students will have an opportunity to conduct detailed research and make presentations to the seminar on an appropriate subject.

EMPLOYMENT LAW CLINIC (Yearlong) Seminar In cooperation with the Charlottesville-Albemarle Legal Aid Society and local attorneys, students participate in litigating actual employment cases. Cases may include wrongful discharge actions, unemployment compensation claims, employment discrimination charges, or any other claims arising out of the employment relationship. Assignments vary according to the inventory of cases available at the time, but students conduct client interviews, participate in discovery, draft motions, assist with trial preparation and may argue some motions.

EMPLOYMENT LAW: CONTRACTS, TORTS, AND STATUTES This course surveys the legal rules applying to work and the workplace, with the exception of union/management relations. It covers protections against discharge, the right to be free of discrimination based on disability, race, gender, or age. There is an introduction to the regulation of pension and health plans. Issues of employee ownership of inventions and processes are explored.

EMPLOYMENT LAW: PRINCIPLES AND PRACTICE Ranging from Title VII to defamation law, from ERISA to workers' compensation, from the Americans with Disabilities act to the law of employee handbooks, employment law encompasses a vast body of law regulating the employment relationship. This course examines employment law doctrine and theory from a practical perspective. Problems and in-class exercises (such as mock depositions, client conferences, oral arguments, summary judgment arguments, jury instruction charge conferences and mediation sessions) drawn from litigated cases and counseling practice will illustrate how attorneys use these doctrinal rules and theoretical principles to control the legal consequences of their clients' employment relationships.

ENTERTAINMENT LAW (2) 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.

EXECUTIVE COMPENSATION This course examines current topics in policy research and practice concerning executive compensation. Students can expect to learn about how compensation is set, the main components of compensation, how executive compensation differs from compensation of other highly skilled workers, how responsive executive compensation is to firm performance, and the nature of executive compensation in the nonprofit sector. The class will be a mix of lectures, talks by outside academic researchers, and discussions with practicing lawyers, compensation consultants, board members, and executives themselves.

FEDERAL INCOME TAX (4) 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.

Financing 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.

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.

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.

INTELLECTUAL PROPERTY COLLOQUIUM Seminar This colloquium is intended for students interested in cutting-edge intellectual property law and theory. Classes focus on a series of presentations by invited speakers (principally intellectual property scholars from other law schools).

INTELLECTUAL PROPERTY: COPYRIGHT This course studies the federal copyright statute, as well as its pre-emptive effect on other doctrines (in particular state law doctrines) that protect rights in intellectual and artistic property. Among the specific topics covered are subject matter of copyright; infringement; fair use; ownership; duration and transfer; rights and remedies of copyright owners; copyright protection of computer software; and copyright issues peculiar to the internet, with particular reference to the Digital Millennium Copyright Act of 1998. Particular issues addressed include database protection; the legality of videotaping or photocopying copyrighted material including television programs, books, individual journal articles; the propriety of reverse engineering of copyrighted computer programs; peer-to-peer file sharing (i.e., Napster); and access controls and technological protection measures.

INTELLECTUAL PROPERTY: PATENT This course examines the theory and practice of patent law. It covers the central elements of this branch of intellectual property: patentable subject matter, utility, statutory bars to patentability, novelty, nonobviousness, disclosure and enablement, infringement, defenses, damages, remedies, the examination process, and more. In addition to legal and policy analysis, the course teaches some practical aspects of patent litigation and interpretation.

INTELLECTUAL PROPERTY: TRADEMARK Development and protection of a distinctive identity in the marketplace is a key component of a firm's competitive strategy in the marketplace. This course covers the law that governs how such an identity can be legally protected. Topics include: Federal Protection of Trademarks under the Lanham Act, the parallel system of protection under state law, the common law origin of trademark protection in the law of unfair competition, the federal remedy for unfair competition under section 43(a) of the Lanham Act, the relationship between the allocation of domain names on the Internet and protection of trademarks, and international treaties relating to trademarks.

INTELLECTUAL PROPERTY: A SURVEY OF PATENT, COPYRIGHT, TRADEMARK (3 or 4 credits) This survey course is designed for students who want a general introduction to intellectual property as opposed to those who want to concentrate on one or more of its special subjects. The main focus will be on patent, copyright, and trademark, but with a brief treatment of trade secrets and some common law treatments of intellectual property (e.g., contractual protection via shrink-wrap licenses, tort actions for misappropriation) outside the realm of specially designed property rights.

INTERNATIONAL ASPECTS OF EMPLOYMENT LAW AND LABOR LAW Seminar This research seminar will explore topics at the intersection of employment and labor law with international law and business, including international conventions on labor rights, comparative studies of national labor laws, labor side agreements contained in international treaties, public and private efforts to enforce labor standards around the world, and the extra-territorial application of U.S. employment and labor laws.

INTERNATIONAL BUSINESS TRANSACTIONS This course deals with domestic and international legal regimes that affect or regulate transnational business transactions. Topics discussed include: institutional relationships; finance and capital markets; the regulation of technology transfer and international investment; and competition law.

INTERNATIONAL FINANCIAL ARCHITECTURE This course focuses on the history and evolution of one of the world’s oldest securities markets: the market for sovereign debt. The central question that the course will address is that of how this market works to tackle sovereign insolvencies. Unlike with corporations, sovereigns cannot declare bankruptcy. The age-old question has been, what happens next? In other words, what are the mechanisms that solve collective action and hold-out problems? Over the years, there have been numerous proposals for a sovereign bankruptcy court to be established. This course will examine the viability of some the leading proposals, as well as market alternatives. Readings for the course will include academic articles from journals in economics, political science, finance, and 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.

INTERNATIONAL TRADE LAW AND POLICY From Seattle protests to sugar quotas, nations both live and fear international trade. This course introduces the institutions and rules governing trade between sovereign states. Policy perspectives are taken from international economic theory and theories of international relations. The focus is the emergent World Trade Organization, the North American Free Trade Agreement, and various institutions of U.S. trade policy. The course also considers extraterritorial aspects of major regulatory schema, such as Antitrust and Intellectual Property.

LABOR LAW This course surveys union/management relations in the workplace. It includes how unions gain representation rights and how managers oppose them; collective bargaining; enforcing the agreement; strikes, picketing, and boycotts; and individual employee rights vis-a-vis a union.

LAW AND ECONOMICS This course illustrates the uses—and the limitations—of economic analysis in representative areas of the law, ranging from trial advocacy to abstract legal theory. A structured set of legal problems with significant economic content is used to acquaint the student with those technical economics tools most likely to be of use to a lawyer.

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.

MASS MEDIA LAW A survey of the constitutional implications of mass media enterprises, including newspapers, radio, and television. The course pays attention to First Amendment issues, but there is some discussion of the regulatory economics of the broadcasting and newspaper industries.

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.

NEGOTIATION INSTITUTE (1) This course examines the negotiation process employed regularly by legal practitioners. It covers the stages of the process, negotiator styles, verbal and non-verbal communication, negotiation techniques, the impact of gain/loss framing on participant risk aversion, and other factors that influence negotiation interactions. Distributive and cooperative bargaining encounters are explored to demonstrate the relevance of both. The impact of cultural stereotypes is also explored.

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.

PATENT AND LICENSING CLINIC I Seminar The clinic involves practical training in patent drafting as well as the negotiation and drafting of patent and software license agreements. Students are assigned to one or more significant drafting and counseling projects and work in the office of the University of Virginia Patent Foundation one day per week. The clinic experience covers the evaluation of inventions and computer software for patentability and commercial value; counseling of inventors regarding patentability, inventorship, and the patenting process; preparation, filing and prosecution of provisional U.S. patent applications; dealing with patent examiners; and researching current issues in the fields of intellectual property and technology transfer.

PATENT AND LICENSING CLINIC II Seminar (2) The second semester of the Patent and Licensing Clinic involves many of the same projects as Patent and Licensing I, but in this clinic the student can choose to work exclusively with patent attorneys drafting, filing, and prosecuting patent applications (and associated tasks like prior art searches and evaluations, meeting with faculty inventors, preparing information disclosure statements, etc.), or working exclusively with licensing agents to draft license agreements, negotiate licensing terms and conditions, prepare confidentiality agreements and marketing documents. Students may be exposed to international patent applications under the Patent Cooperation Treaty. Students will resolve disputes where appropriate.

PROFESSIONAL SPORTS AND THE LAW (2) The course focuses on the application of contract law, antitrust law, and to some extent arbitration and labor law, on disputes and legal issues relating to the business of professional sports. Particular attention is given to professional leagues and individual sports. Neither the application of law to amateur sports nor the application of tax law to sports is covered.

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 commodityindexed 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.

READINGS IN TAX POLICY Students read and discuss several recent books that are either about or directly bear on questions of U.S. tax policy. Subjects include: the history of the income tax, basic principles of tax policy (efficiency, fairness, and administrability), the problem of growing income and wealth inequality in America (and what, if anything, tax law can do about it), the problem of tax compliance, and the question of tax reform.

REAL ESTATE TRANSACTIONS: PRINCIPLES AND PRACTICE This course deals with financing techniques used in acquiring and developing long-lived assets. Initially, the course focuses on techniques for evaluating investment in assets that generate long-term cash flows, as exemplified by income-producing real estate. Next, financial structures used to invest in real estate, principally limited partnerships, are analyzed. Multi-family residential projects are used for analytic purposes, including the use of low income housing tax credits to assist in funding moderate-income housing. The use of publicly held investment vehicles to finance real estate ventures are discussed, including REITs and UPREITs, investment by tax exempt institutions and debt securitization. Finally, attention is paid to debt structures and relationships between creditors and investors.

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 FRAUD Investors who purchased securities based on false information have a wide range of remedies against numerous parties, including the corporate issuer, corporate officers, investment bankers, stock analysts, accountants, lawyers and others involved in marketing of securities and disseminating information about the value of securities. These remedies arise under remedial provisions of the federal securities statutes. This course covers the requirements of those federal causes of action, with particular attention to the cause of action under Rule 10(b)(5) and the role of class actions. The course evaluates the effectiveness of the available remedies in light of the Enron debacle and the controversy over the role of stock analysts.

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.

SPORTS LAW This course explores the legal rules regulating professional and amateur sports. There is a substantial treatment of both labor law and antitrust regulation.

TAXATION OF VENTURE CAPITAL AND PRIVATE EQUITY This course will focus on tax issues related to venture capital and private equity, including new entity formation, capital structure, incentive compensation, and portfolio taxation.

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.

Transactional Approach to Mergers and Acquistions This course involves 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.

WORKPLACE SAFETY AND HEALTH While hundreds of thousands of employees every year suffer accidental injuries, occupational diseases, or become victims of violence in the workplace, on-the-job injury rates have fallen steadily over the last century. What role has legal regulation played in this decline? How might existing laws be better designed to improve workplace health and safety without imposing unduly large regulatory burdens on employers? This course examines legal responses to work-related safety and health issues. We study in detail the worker’s compensation system and the federal Occupational Safety and Health Act (OSHA). The course also covers topics such as workplace violence, drug testing, smoking, and health insurance.