Law & Business Short Courses - University of Virginia School of Law

Short Courses

Having mastered the foundational business and legal knowledge necessary to become a successful practicing lawyer, students can take advantage of the third phase of the Law & Business curriculum: a rich, diverse series of intensive courses that put legal and business analysis into practical, real-world settings. These courses are typically limited to 20 students and are taught over a two-week period by distinguished business executives or lawyers.

These intensive courses offer a chance to interact with senior partners and clients, review documents from real-world transactions, and work in teams to negotiate, draft, and analyze sophisticated transactions. They reinforce the importance of understanding clients' business objectives. Whereas conventional legal instruction tends to produce cautious lawyers inclined to say "no," these courses help teach students how to use the law to find constructive solutions to business problems.

Some examples of past and current intensive courses include:

Commercial Law in the Context of the People's Republic of China, taught by Nestor Gounaris, principal of China Solutions LLC (Shanghai)

Corporate Strategy, taught by Jim Donovan, managing director of Goldman Sachs

Ethics, Integrity and Avoiding “Club Fed,” taught by Michael Ross ’77, former general counsel and executive officer of Safeway, a Fortune 100 Company

Finance of Small Enterprises, taught by Richard Crawford, chairman of the board, Virginia Investment Capital Group Inc.

Governance and Control of the Multinational Business Enterprise, taught by Joseph Gladden ’67, former general counsel and executive officer of The Coca-Cola Company

International Banking Transactions, taught by Christof Fritzen, former managing director, Deutsche Bank AG, Frankfurt, Germany

Launching the Enterprise: Selected Topics in the Startup of a Biotechnology Company, taught by Weaver Gaines ’68, founder and now chairman of Ixion Biotechnology, Inc.

Mergers and Acquisitions: Corporate Finance Perspectives, taught by Chuck Cory ’82, managing director of Morgan Stanley

Private Equity Deals and Firms, taught by Thomas Denison ’86, chief executive officer of Next Step Investments, LLC, a small-cap private equity firm

Taxation of Financial Products and Investment Vehicles, taught by Willard Taylor, former partner and now of counsel at Sullivan & Cromwell

Trade Secrets: History, Theory and Practice, taught by Todd Sloan '72, of counsel at Hill, Farrer & Burill

Real-World Challenges and Pitfalls of the Lawyer for the Corporation, taught by E. Norman Veasey, senior partner at Weil, Gotshal & Manges

White Collar Crime, taught by William T. McGough ’78, partner and former head of the Litigation Department, Reed Smith LLP, Pittsburgh

SHORT COURSE DESCRIPTIONS
All courses are one credit unless otherwise noted.

Commercial Law in the Context of the People’s Republic of China
Constructing the Deal: Selected Topics in Corporate Acquisitions
Corporate Law Policy
Ethics, Integrity and Avoiding "Club Fed"
Finance of Small Enterprise
Franchise Law
Governance and Control of the Multinational Business Enterprise
International Banking Transactions
International Deal-Making: Legal and Business Aspects
Launching the Enterprise: Selected Topics in the Start-up of a
Biotechnology Company
Mergers and Acquisitions: Corporate Finance Perspectives
Private Equity Deals and Firms
Real World Challenges and Pitfalls of the Lawyer for the Corporation
Trade Secrets: History, Theory and Practice
White Collar Crime

Commercial Law in the Context of the People’s Republic of China Mr. Gounaris (1) Students use a joint-venture negotiation simulation to explore recent Chinese history (from the fall of the Qing Dynasty up to and including Deng’s economic reforms), look at both U.S. and Chinese business negotiating norms and review joint venture law and implementing regulations. Students look at some of the historical and political drivers that shape the law. Class members also assume the role of a policy-maker or commercial decision-maker and explore a contemporary topic, with a focus on considering competing policy goals and limiting parameters.

CONSTRUCTING THE DEAL: SELECTED TOPICS IN CORPORATE ACQUISITIONS Mr. Ross (2) 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 Ms. Barzuza 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" Mr. Ross Students discuss numerous real-world situations in which ethical issues arise. The focus is on the private practice of law and business. We use these discussions to analyze how people make ethical choices and what causes them to make the choices they do. We also consider the sources of ethical standards in today's society, and use some of the current corporate "scandals" as illustrations.

EUROPEAN UNION BUSINESS LAW Mr. Hausmaninger This course is an introduction to the main areas of business law in the European Union based on a synopsis of the foundations of the European Union (history, constitution, institutions and the "Four Freedoms"). Topics include the regulation of financial services, corporate law, merger control, and competition law in the European Union, including transactions with a U.S. dimension.

Finance of Small Enterprise Mr. Crawford 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. The course is designed to provide the student with a better and broader understanding of the financing needs of the small business clients that they will serve in practice so that more effective legal advice can be provided.

GOVERNANCE AND CONTROL OF THE MULTINATIONAL BUSINESS Enterprise Mr. Gladden This 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, the significance of business and economic environments, public opinion and politics, and selected

INTERNATIONAL BANKING TRANSACTIONS Mr. Fritzen This course is an introduction by a former banker and lawyer into basic international banking products and transactions, such as deposits, forwards, futures, swaps, options, project financing and securitizations. Discussions will focus on the purpose of these transactions, their economic/financial workings, legal requirements, documentation and advisory needs and will give an introduction into regulatory aspects driving these transactions. Materials will be provided and will include samples of real-life documentation, landmark cases, negotiation instructions, and other readings. No in-depth financial and/or banking knowledge required.

INTERNATIONAL DEAL-MAKING: LEGAL AND BUSINESS ASPECTS Mr. Franklin (2) This course analyzes high-profile transactions in the Asia-Pacific region. It investigates at least eight transactions, including negotiating and documenting the first U.S. government loan to China since 1949; role playing the legal advisor who must evaluate compliance with China's investment rules in structuring the then-largest Taiwanese investment in China; role playing in-house counsel to the investment bankers for a US $1 billion gas pipeline from Burma to Thailand during a period of U.S. sanctions against the Burmese government; and working through the regulatory steps for Tsingtao Brewery to become the first Chinese company to list on the Hong Kong Stock Exchange.

LAUNCHING THE ENTERPRISE: SELECTED TOPICS IN THE START-UP OF A BIOTECHNOLOGY COMPANY Mr. Gaines This course is an introduction to the entrepreneurial process involved in the start-up of a biotechnology company that has been formed to commercialize a university discovery. 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 Mr. Cory This 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 discusses valuation techniques in acquisitions using tools from corporate finance, as well as examines 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. The course employs a wide variety of readings and source documents from current transactions and class discussion to address these issues.

Private Equity Deals and Firms Mr. Denison Private equity firms have become one of the largest and most important players in the capital markets. Understanding how these lucrative entities function and how their acquisitions are structured will serve as a vehicle for a survey discussion of corporate M&A and building a legal practice in this area. Students in the course investigate the fundamental features of the contracts inside the private equity firms and with acquisition targets. Readings are from current events and actual transaction documents. Group projects and discussions focus on actual problems faced in private equity firms or in transactions. 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.

Real World Challenges and Pitfalls of the Lawyer for the Corporation Mr. Veasey This course exploresthe corporate lawyer's advice to directors on their fiduciary duties in various actual settings; 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 dealing with the myriad privilege and other problems in government and internal investigations.

TRADE SECRETS: HISTORY, THEORY, AND PRACTICE Mr. Sloan This course studies the development of the primary right and tracks its development as a common law doctrine up to the passage of federal and state legislation in both the criminal and civil arenas. We explore the various methods available to protect trade secrets and how the rights are litigated.

WHITE COLLAR CRIME Mr. McGough The course begins by establishing a working definition of white collar crime and by reviewing pertinent statutes and procedure. Typical fact patterns, strategies, and outcomes from the varying perspectives of prosecutors, defense counsel, corporate targets, and individual defendants are considered.