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 12 to 16 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 intensive courses include:

Constructing the Deal: Selected Topics in Corporate Acquisitions, taught by Michael Ross ’77, former General Counsel and Executive Officer of Safeway, a Fortune 100 Company

Emerging Issues: Communications and Media Law, taught by Byron Marchant ’87, Executive Vice
President, General Counsel and Chief Administrative Officer, Black Entertainment Television, Inc.

Ethics, Integrity and Avoiding “Club Fed,” taught by Michael Ross ’77, former General Counsel and Executive Officer of Safeway, a Fortune 100 Company

Governance and Control of the Multinational Business, taught by Joseph Gladden ’67, former General Counsel and Executive Officer of The Coca-Cola Company

International Banking Transactions, taught by Christof Fritzen, Managing Director, Deutsche Bank AG, Frankfurt, Germany

International Deal Making: Legal and Business Aspects, taught by Lawrence Franklin, Adjunct
Professor of Law, Adjust Professor of Finance, Hong Kong University of Science & Technology

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.

Law and Technology Policy, taught by Brad Handler ’95, first in-house counsel for eBay and founder and Vice-Chairman of Exclusive Resorts, a partnership that owns and operates luxury vacation homes worldwide

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

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

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
Taught over the past three years. All courses are one credit unless otherwise noted.

Comparative Corporate Governance
Constructing the Deal: Selected Topics in Corporate Acquisitions
Contract in Contexts
Contract Theory
Corporate Law Policy
Emerging Issues: Communications and Media Law
Ethics, Integrity and Avoiding "Club Fed"
European Union Business Law
Franchise Law
Governance and Control of the Multi-national Business
International Banking Transactions
International Deal Making: Legal and Business Aspects
Launching the Enterprise: Selected Topics in the Start-up of a
Biotechnology Company
Law and Technology Policy
Mergers and Acquisitions: Corporate Finance Perspectives
Professional Sports and the Law
Strategic Behavior in Corporate and Securities Law
Takeover Litigation
Trade Secrets: History, Theory, and Practice
White Collar Crime

COMPARATIVE CORPORATE GOVERNANCE Ms. Windbichler This course begins with a characterization of the issues relating to corporate governance, including the principal-agent problem, nexus-of-contract theory, shareholder supremacy versus stakeholders' interests, and limited liability. The course then moves to a comparative legal analysis, examining the structure of the corporation in various jurisdiction (U.S., EU, Societas Europea, France, Germany) with discussions of, among other topics, the board system versus the two-tier system, the role of the shareholders' meeting, and the role of auditors. Other topics include the sources of applicable rules and regulations, protection of shareholders' rights, composition of corporate boards, including co-determination on the board level, and corporate groups, especially multinational groups.

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.

CONTRACT IN CONTEXTS Mr. Schwartz This course will introduce students to the basic elements of modern contract theory. It will then study applications of the theory, both in the field of Contract Law and in other contexts where contract theory has become a dominant or very important analytic tool. These fields will include bankruptcy, mergers and acquisitions and corporate finance.

CONTRACT THEORY Mr. Kraus This 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?

Corporate Law Policy Ms. Barzuza (1) 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.

EMERGING ISSUES: COMMUNICATIONS AND MEDIA LAW Mr. Marchant This course addresses issues in media law and regulations including: federal legislation and FCC media regulations; FCC media ownership deregulation and its impact on competitive markets; FCC oversight of media company mergers; multichannel competition and the impact of mergers in the cable and satellite television markets; and communications law and entertainment programming regulations affecting the marketplace. The class also reviews significant judicial precedents.

ETHICS, INTEGRITY, AND AVOIDING "CLUB FED" Mr. Ross (1) 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.

Franchise Law Mr. Dienelt (2) 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.

GOVERNANCE AND CONTROL OF THE MULTI-NATIONAL BUSINESS 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 legal issues.

INTERNATIONAL BANKING TRANSACTIONS Mr. Fritzen An introduction by a banker (and former lawyer) into basic international banking products such as loans, deposits, foreign exchange transactions, swaps, options, and documentary credits. Discussions focus on the purpose of these transactions, their workings, legal documentation, and commercial and legal risk aspects. Materials include samples of real-life documentation, negotiation sessions, landmark cases, and other readings.

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.

PROFESSIONAL SPORTS AND THE LAW Mr. Dell (2) The course focuses on legal issues relating to the business of professional sports.

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.

LAW AND TECHNOLOGY POLICY Mr. Handler This course focuses on the coming of age of Internet operations and the legal framework surrounding such concerns. The course covers three basic shifts-privacy, database protection, and intellectual property-that are due, in large part, to the effects of the Internet. Privacy coverage focuses on U.S. and state efforts to regulate the flow of personal information. European law is covered, and database protection is viewed in an international context. We also focus on how the traditional notions of intellectual property protection are, or are not, available once content is online.

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.

STRATEGIC BEHAVIOR IN CORPORATE AND SECURITIES LAW Mr. Spindler At many times in the life cycle of a firm, corporate and securities law gives rise to a variety of strategic behaviors by the firm’s managers, investors, and others; this short course will use game theory and economic analysis to explain and predict some of those behaviors. Class revolves around playing out games that model the law and the incentives of the various actors, with the goal of determining which rules actually prove beneficial, and which cause harmful distortions of behavior. Topics include capital structuring, mechanics of public offerings, choice of corporate governance, corporate takeovers, executive compensation, and shareholder voting.

TAKEOVER LITIGATION Mr. Laster This course examines the issues and events that typically arise in corporate control litigation. Students become familiar with practical litigation tactics and strategies, including what claims to bring, strategies for drafting pleadings, where, when and how to file, whether to seek expedited treatment (and how fast to go), conducting discovery, the use of experts, the merits hearing, and the appeal.

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.