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 more than four credits of undergraduate or graduate accounting are ineligible for this course.

ACQUIRING A BUSINESS FROM DRAFTING TO CLOSING (CORP9137)
2 credits. Seminar.
Prerequisite: Business Associations.

This is a practical seminar in handling the business acquisition process. It examines common business problems arising during the course of an acquisition, negotiation of their resolution, and drafting of acquisition documents. The goals are to understand the acquisition process, sharpen contractual drafting skills, appreciate relevant business issues, and gain some experience in negotiating legal/business solutions to challenges that arise during the acquisition process.

ADVANCED CORPORATE AND SECURITIES PRACTICE (CORP9133)
2 credits. Lecture.
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.

AGENCY, PARTNERSHIPS AND LIMITED LIABILITY COMPANIES (CORP7135)
3 credits. Lecture.

This course examines basic principles of fiduciary obligation, agency relationships, 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.

BUSINESS ASSOCIATIONS (CORP7131)
4 credits. Lecture.

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.

CORPORATE ETHICS (CORP9136)
2 or 3 credits. Seminar.

This seminar focuses on a practical application of the fundamental ethical concepts in the Professional Rules of Conduct to non-litigation practice. The topics that will be covered include the following: corporate practice of law such as the formation of a business, transactions and securities;  and “office practioner” issues in real estate transactions and estate planning. The seminar will include the application of the Rules of Professional Conduct to transactional negotiations and the mediation of contract disputes. A list of research topics will be provided. Students may also design their research topic to be approved for the AWR.

CORPORATE ETHICS (CORP9136)
2 or 3 credits. Seminar.

This seminar focuses on a practical application of the fundamental ethical concepts in the Professional Rules of Conduct to non-litigation practice. The topics that will be covered include the following: corporate practice of law such as the formation of a business, transactions and securities;  and “office practioner” issues in real estate transactions and estate planning. The seminar will include the application of the Rules of Professional Conduct to transactional negotiations and the mediation of contract disputes. A list of research topics will be provided. Students may also design their research topic to be approved for the AWR.

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.

CORPORATE LITIGATION, MERGERS, AND ACQUISITIONS (CORP8137)
2 credits. Lecture.
Prerequisite: Business Associations.

This seminar builds on the basic corporate and securities issues introduced in Business Associations which relate to mergers, acquisitions and hostile takeovers.  It will cover the following topics:  special aspects of the business judgment rule and duties of directors in responding to a hostile takeover; defensive responses to takeovers such as "shark repellants", "lockup options", "poison pills", and "golden parachutes"; offensive takeover tactics including litigation strategies and proxy contests; and negotiations of merger agreements.

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.

ENVIRONMENTAL ISSUES IN BUSINESS (ENVR7607)
2 credits. Lecture.

This course is designed for the transactional lawyer whose practice will require basic knowledge of environmental laws.  It will begin with a brief overview of the major environmental laws, and then focus on the impact these laws have on various business transactions and requirements.  These include financial accounting and disclosure requirements, insurance and bankruptcy issues, contracting issues and risk allocation techniques in connection with purchases or sales of businesses or property, environmental audits and related privilege issues, and government inspections and enforcement actions.  The objective of the course is to explore the growing importance of environmental law to a variety of business-related transactions and requirements.

LAW AND ECONOMICS (HIPH7510)
3 credits. Lecture.

This course will examine a number of areas of traditional legal study using the theoretical approaches developed by the conservative "Chicago" and liberal "Yale" schools of law and economics. After a brief review of basic economics, it will examine topics from such areas as: tort, property, contracts, civil procedure, environmental regulation and bankruptcy.  The course will also discuss some of the problems for democratic theory presented by "public choice" theory.  The strengths and weaknesses of law and economics will be explored.

Note: Students cannot apply both Law and Economics (HIPH7510) and Law and Economics Seminar (HIPH9523) towards degree requirements.

MERGERS AND ACQUISITIONS: TRANSACTIONAL PERSPECTIVE (CORP9132)
2 credits. Seminar.

This seminar builds on the basic corporate and securities issues introduced in Business Associations which relate to mergers, acquisitions and hostile takeovers. It will cover the following topics: special aspects of the business judgment rule and duties of directors in responding to a hostile takeover; defensive responses to takeovers such as "shark repellents", "lockup options", "poison pills", and "golden parachutes"; offensive takeover tactics including litigation strategies and proxy contests; and negotiations of merger agreements.

CONTEMPORARY ISSUES CONFRONTING NON-PROFIT CORPORATIONS (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.
 

SECURITIES REGULATION (CORP8131)
3 credits. Lecture.
Prerequisite: Business Associations.

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.

CONTEMPORARY ISSUES CONFRONTING NON-PROFIT CORPORATIONS (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.
 

SLAVERY, HUMAN TRAFFICKING AND THE LAW (HIPH9514)
2 or 3 credits. Seminar.