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 twoweek 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.
Examples of past and current intensive courses include:
Advising the Board of Directors in a Mergers and Acquisitions World, taught by Myron T. Steele '70, chief justice of the Supreme Court of Delaware
Corporate Strategy and Leadership and team management, taught by Jim Donovan, managing director of Goldman Sachs
Energy Businesses and Transactions, taught by Thomas Denison ’86, managing partner of RNS Capital Partners, a closely held private equity firm with portfolio companies in technology, energy and service businesses
Ethics and Integrity for Law Firm Lawyers and Their Clients, 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 '74, chairman of the board, Virginia Investment Capital Group Inc.
Governance and Control of the Multinational 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
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
Responses to the Financial Crisis, taught by Ned Kelly '81, chairman of Global Banking and a vice chairman of Citigroup Inc.
Start-up of a Biotech Company, taught by Weaver Gaines ’68, founder and now chairman of Ixion Biotechnology, Inc.
Trade Secrets: History, Theory and Practice, taught by Todd Sloan '72, of counsel at Hill, Farrer & Burill
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.
Advising the Board of Directors in a Mergers and Acquisitions World
Corporate Law Policy
Energy Businesses and Transactions
Ethics and Integrity for Law Firm Lawyers and Their Clients
Finance of Small Enterprise
Governance and Control of the Multinational Enterprise
International Banking Transactions
Leadership and Team Management
Real-World Challenges and Pitfalls of the Lawyer for the Corporation
Responses to the Financial Crisis
Start-up of a Biotech
Company
Trade Secrets: History, Theory and Practice
White Collar Crime
Advising the Board of Directors in a Mergers and Acquisitions World Mr. Steele A director of a Delaware corporation owes just two fiduciary duties (care and loyalty) to the corporation and its stockholders. Although these duties are easily articulated, it is generally far more challenging to explain what board conduct is required to satisfy these duties. As a result, when a Delaware court considers challenges to the board’s actions in the M&A setting, the court’s analysis is particularly nuanced and contextually specific. This course will examine some of the issues corporate boards confront when considering M&A transactions, including addressing board and management conflicts, selecting financial and legal advisors, establishing an appropriate sales process, preparing for and responding to hostile bidders, negotiating deal protection measures and anticipating possible litigation, and will discuss the nature of the advice that counsel should provide a board in each context.
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 and INTEGRITY for Law FIrm Lawyers and Their Clients 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.
Energy Businesses and Transactions Mr. Denison One of the most capital-intensive and important industries in the world economy, energy is a web of smaller and interconnected business segments, each substantial in their own right. This short course surveys and analyzes the different major sectors of the energy business, from "upstream" businesses like exploration and production to "downstream" businesses like distribution. The course covers specific transactions in the energy market to illustrate the special issues that arise in transactions in this key industry segment.
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 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
Leadership and Team Management Mr. Donovan This course explores the issues of team management and leadership applied in various settings. Students will learn about how failures in leadership evolve and how to prevent them, how to manage crises effectively and how to build an organization that is less susceptible to significant preventable failures. The class also covers managing virtual teams (increasingly necessary because of geographic or other constraints) and how to account for and manage divergent opinions within a team or corporate organization.
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.
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.
Responses to the Financial Crisis Mr. Kelly This course will explore at a high level the origins of the financial crisis in the fall of 2008 and, in greater detail, the regulatory and legislative responses both at the time and in the aftermath.
START-UP OF A BIOTECH 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.
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.
The Program | Curriculum | Courses | Short Courses | Faculty
