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.
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