Current Students

Corporate Law

Please make your selection from the list below:

Business Associations (CORP7131)

4 credits. Lecture.

Second year day and evening.

This course considers the organization and operation of business enterprises with particular emphasis on the corporate form. The class includes an introduction to agency and partnership and limited liability companies. Corporate issues to be discussed include: nature of the corporation; corporate formation; corporate privilege and power; special problems of close corporations; fiduciary duties of directors and controlling shareholders; rights of shareholders; use of proxy machinery; derivative suits; and liability for insider trading, including an analysis of SEC Rule 10b-5.

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Current Issues in Securities Law (CORP8150)

2 credits. Lecture.

 Prerequisite: Securities Regulation.

This course explores recent developments in federal securities law, with an emphasis on securities law enforcement and litigation. Among the topics considered are: unregistered offerings, market manipulation, the impact of the internet, the globalization of financial markets, accounting fraud, and insider trading. The course examines the various legal, economic, and policy considerations that underlie the federal securities laws and drive the SEC enforcement process. Developments in criminal prosecution of securities law violations and international aspects of securities law enforcement are also considered.

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Business Planning (CORP8133)

3 credits. Lecture.

This course analyzes basic issues to be considered in the organization, operation and disposition of business ventures, combining concepts of partnership, limited liability company and corporate law, finance, securities law and taxation. The course will focus on four primary areas: formation and capitalization of the enterprise, determining participation in profit and loss, rewarding employees and service providers and exit strategies, including business combinations and taxable and tax-free dispositions.In addition to traditional teaching methods, the course involves guest lectures from entrepreneurs, investors and others involved in the field. Significant emphasis will be placed on federal and state tax issues affecting business planning decisions. Fundamental principles of entity-level and pass-through taxation will be discussed. 

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Contemporary Issues Confronting Non-Profit Corporation (CORP9135)

3 credits. Seminar.

Recommended: Federal Income Taxation or Non-Profit Organizations

The tax exempt charitable sector in the United States is the largest in the world. The  policy justification and legal requirements for continued exemption from federal and state taxation is a matter of increased litigation challenges and congressional investigation. This seminar will focus on some of the practices and performance of major charitable corporations that are the subject of increased public scrutiny. The following are the kinds of issues that will be explored in this AWR seminar.

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Agency, Partnerships and Limited Liability Companies (CORP7135)

3 credits, Lecture

This course examines basic principles of fiduciary obligation, agency relationship, principal's duties, termination; actual, apparent and inherent authority, as well as disclosed and undisclosed principals.  It surveys limited liability partnership statutes and limited liability company statutes, along with the Revised Uniform Partnership act.  Long term commercial relationships, such as borrowers and lenders, are examined from the point of view of disclosure duties as well as third party interests,  Finally, partners' agency duties are discussed.

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Mergers and Acquisitions (CORP8135)

2 credits. Lecture.

Prerequisite: Business Associations

This course examines the Board and Shareholder actions that may be required in connection with corporate mergers, acquisitions and divestitures, as well as stock and asset purchase arrangements. The course will cover the mechanics of combination transactions from preliminary agreement to consummation, including letter of intent, due diligence, and acquisition and divestiture documents, with special emphasis on key strategic and legal issues common to the diligence, negotiation and drafting processes, including securities disclosure obligations. In addition, the class will study poison pill initiatives and other defense mechanisms used to thwart unwanted takeover attempts, including current issues in corporate governance and shareholder perspectives. The class will consider the Board's role in these transactions, as well as the Shareholder role in, among others, going private transactions. We will link transactional law matters with securities law compliance and corporate governance.

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Issues in Corporate Governance and Securities Regulation (CORP9130)

3 credits, Seminar

Prerequisite: Business Associations. 
A separate course in Securites Regulation is not required, and knowledge of securities case law and principles beyond what is covered in Business Associations is not expected.

Note: Students cannot apply both Issues in Corporate Governance and Securities Regulation (CORP9130) and Securities Regulation (CORP8131) towards degree requirements. 

This course examines federal and state regulations of securities, including disclosure requirements, rules governing public and private offerings, and remedies and liabilities. The course also explores within the context of securities regulations current topics relating to the tensions between the interests of issuers and shareholders. This course will highlight challenges raised in the context of corporate governance. Issues to be discussed include fiduciary duties of directors and controlling shareholders; rights of shareholders; use of proxy machinery; and liability for insider trading, including an analysis of SEC Rule 10b-5.

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Corporations: Integrity and Accountability (CORP9131)

3 credits. Seminar

This seminar will explore the intersection among ethics, morality and law in the regulation of corporations in a global economy. It will address such questions as the following: Should law incorporate moral mandates like fairness and equity for all stakeholders of a corporation? Should there be a law that regulates the ratio between the highest paid executive and the lowest paid employees; or the payment of multi-million dollar severance pay awards during a concurrent investigation of the corporation by the attorney general? What is ethical behavior for companies which work in cultures with differing notions of corruption? Are there moral requirements that decent societies should incorporate into law so that acting morally is not a competitive disadvantage? Should corporations be required to be transparent "when using other people's money to support or oppose candidates"?

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Securities and Corporate Law: Theory and Practice (CORP9133)

2 credits. Seminar.

Prerequisite: Business Associations
Recommended: Securities Regulation

This course is designed to bridge the gap between the legal theory and practical realities of the practice of law by focusing on the various problems that arise in the daily practice of corporate and securities law. The course will include guest speakers who are prominent practicing lawyers. This course will also include field trips to the

American Stock Exchange, to a leading NASDAQ brokerage firm, and to a leading financial publication where students will have the unique experience of seeing how markets are made and reported with respect to major corporations. This course will explore problems engendered by investigations and disciplinary proceedings initiated by the Securities and Exchange Commission, the National Association of Securities Dealers, Inc., the stock exchanges and state regulatory authorities. Students will engage in "moot court" arbitrations as council for various parties. The preparation of prospectuses, proxy statements and annual reports will be addressed and students will prepare portions of these documents. Substantive areas of corporate and securities law such as the securities exchange act of 1934 section 10(b) and rule 10b-5 will be discussed. There will be writing assignments during the course of the semester.

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Financial Institutions (CORP8138)

3 credits. Lecture.

Prerequisite: Business Associations

This course provides an overview of the regulation of the banking and financial services industry.  The class will situate bank regulation in the broader context of other financial institutions, including investment funds, broker-dealers, and insurance firms, and in the context of other national, regional and international approaches to regulation finance. In addtion to covering U.S. banking law basics - safety and soundness, activities and affiliation restrictions, geographic limit, deposit insurance and supervision - the class will consider issues in central banking, resolving complex financial conglomerates, cross-border regulatory cooperation, institutional design for regulating finance, and financial crisis response.

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Accounting for Lawyers (CORP7130)

2 credits. Lecture.

This course surveys elementary techniques and basic theoretical concepts of accounting for law students with little or no accounting background. It provides an introduction to: accounting statements and statement analysis; the accounting cycle; fixed asset accounting and depreciation; and corporate and estate accounting.

Note: Students who have completed 4 or more credits of undergraduate or graduate accounting are ineligible to enroll in the course without written permission of the Associate Dean.

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Corporate Finance (CORP8132)

3 credits. Lecture.

 Prerequisite: Business Associations.

 This course continues the study begun in Business Associations with emphasis on the financial aspects of the publicly held corporation. It includes: problems of enterprise and securities valuation; capital structure; the issuance and acquisition of securities; security holders' rights; dividends; structural change; mergers and acquisitions.

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Securities Regulation (CORP8131)

3 credits. Lecture.

Prerequisite: Business Associations.

Note: Students cannot apply both Securities Regulation (CORP8131) and Issues in Corporate Governance and Securities Regulation (CORP9130) towards degree requirements. 

This course analyzes the statutes collectively referred to as the federal securities laws with emphasis on the Securities Act of 1933. Most of the course is devoted to a consideration of defining a security, registration of securities offerings, and exemptions from registration. Liability under the 1933 Act will also be addressed, as will registration of broker-dealers.

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