SMALL BUSINESS LAW

PENN LAW FACULTY

PENN LAW ADJUNCTS & LECTURERS

TOLL PUBLIC INTEREST CENTER PARTNERS AT PENN

PRO BONO PLACEMENTS

American Law Institute
Hangley Aronchick Segal & Pudlin
New Jersey State Bar Association
Skadden, Arps, Slate, Meagher & Flom
University of Pennsylvania – Weiss Tech House
University of Pennsylvania Center for Technology Transfer

PENN LAW COURSES

This course is designed to provide the student with an understanding of the basic fundamentals of accounting, emphasizing the nature and purpose of financial statements. The course will focus on legal problems that lawyers and their clients should consider in using and relying on financial statements and not on the technical aspects of preparing financial records and financial statements. No prior background in bookkeeping or accounting is necessary. The course's format will be approximately 50% lectures, 50% Socratic. The takeaway exam will be a combination of short-answer, essay and multiple-choice questions.

In this seminar we will ask: When should legal liability turn on subjective bad intent? We will explore mental state requirements in private and public law, including: the principle of good faith in contract law and corporate fiduciary law; the distinction between intentional and non-intentional torts; scienter under the federal securities laws; mens rea in criminal law, and; impermissible purpose under the First and Fourteenth Amendments. Each student will participate actively in each session, present a short paper in an assigned week, and submit a final paper on an approved topic on the last day of class.

This course will focus on developing the lawyering skills required by an attorney advising a client who is selling or purchasing a closely held business. Individual drafting exercises, as well as client interview/strategy discussions and negotiations by student(s) acting as counsel to the buyer or seller, will be interspersed with periodic lectures on the business acquisition process and analysis of selected court opinions and publicly available documentation of actual acquisition transactions.
Prerequisite: Corporations (aka Business Associations).

This course will focus principally on bankruptcy, although we will also briefly consider state collection remedies and other nonbankruptcy issues that overlap with bankruptcy. We will consider all aspects of bankruptcy law, starting with commencement of the bankruptcy case; continuing through issues such as trustee avoidance powers and operating a business in bankruptcy; and concluding with liquidation, individual wage earner plans, and corporate reorganization. At various points, we will pay particular attention to recent legislative reform efforts. The course will consider both the theoretical debate as to the proper role of bankruptcy, and the doctrinal apparatus of the Bankruptcy Code. The class will be roughly 60% participatory, but will at times be Socratic (30%) or lecture (10%) in format. Class participation may be taken into account in grading. There will be an in-class exam.

This course will focus principally on bankruptcy, although we will also briefly consider state collection remedies and other nonbankruptcy issues that overlap with bankruptcy. We will consider all aspects of bankruptcy law, starting with commencement of the bankruptcy case; continuing through issues such as trustee avoidance powers and operating a business in bankruptcy; and concluding with liquidation, individual wage earner plans, and corporate reorganization. At various points, we will pay particular attention to recent legislative reform efforts. The course will consider both the theoretical debate as to the proper role of bankruptcy, and the doctrinal apparatus of the Bankruptcy Code. The class will be roughly 60% participatory, but will at times be Socratic (30%) or lecture (10%) in format. Class participation may be taken into account in grading. There will be an in-class exam.

The aim of this course will be to teach students how to draft contracts that are clear and effective; participants can expect learn in one semester what a corporate associate might take several years to learn, if at all. The course will focus on two overarching topics: what to say in a contract, and how you should say it. In terms of contract language, much of our time will be devoted to having students put into practice the recommendations contained in Professor Adams’s ABA book “A Manual of Style for Contract Drafting.” In addition, we will examine the building blocks of a contract and the linkages between them; we will explore certain key contract concepts, such as “material adverse change” provisions and “best efforts” and its variants; and we will study the “boilerplate” provisions that are found in most contracts. We will also explore how contracts are drafted and negotiated. Throughout, we will consider the shortcomings of current drafting practices, in terms of both quality and process. There will be several written assignments, each requiring that students either draft a contract expressing the terms of a mock transaction or redraft a contract that is representative of mainstream practices but is nonetheless deficient. Students will be permitted to drop the course only after the first class. And anyone who wishes to add the class will be permitted to do so only if they attended the first class.

This clinical course helps students examine issues and role demands that face lawyers engaged in business planning and counseling and transactional law practice. Students participate in a teaching law practice providing representation to an entrepreneurial client base, from emerging businesses and nonprofit organizations to larger organizations involved in community economic development activities. Live-client experience introduces students to the relationship between substantive law and relevant lawyering skills such as interviewing, counseling, case planning, drafting, research and case management. Students are assigned their own individual matters in which, under faculty supervision, they have front-line experience in a range of client matters. For example, students may participate in: advising on the appropriate choice of business entity for entrepreneurs in start-up businesses; forming for-profit and nonprofit entities; drafting bylaws, operating agreements, partnership agreements, shareholders agreements, employment agreements, service agreements, consulting agreements, lease agreements or sales agreements; advising on general legal compliance; filing applications for federal tax-exemption; and preparing for real estate or loan closings. Students may provide counsel on intellectual property concerns, including filing for federal trademark and copyright protection. Students may also provide representation to non-profit developers on a range of matters related to long-term real estate or economic development transactions. Students gain exposure to the importance of financial and other non-legal resources in business settings. The skills and experience obtained in the course will serve students throughout their professional careers, especially in practices that call heavily upon planning and drafting abilities. The Clinic has a weekly seminar, which provides opportunities to explore certain substantive areas and professional responsibility issues applicable to business and transactional law practice. Some sessions include simulation exercises designed to highlight basic business lawyering themes. The weekly seminar also affords students the opportunity to present their client matters for discussion in a collegial atmosphere. In addition to the weekly seminar, each student meets regularly with a faculty supervisor to receive one-on-one supervision and constructive feedback. Students may also have the opportunity to participate in workshop presentations on legal matters of interest to entrepreneurs and non-profit organizations. These workshops generally are sponsored by business technical assistance programs in the Greater Philadelphia area.
Prerequisite: Corporations

This course presents an introduction to the basic principles of the federal income tax. The course is designed both to educate the generalist in the fundamentals of taxation and to provide a foundation for those students who wish to take advanced tax courses. This course is a prerequisite for Corporate Taxation and most other advanced tax courses. The course will use lecture and Socratic formats. Class participation may be taken into account in grading.

The objective of the course is for the student to learn to read, understand, and analyze financial statements. The course adopts a decision-maker perspective of accounting by emphasizing the relation between the accounting data and the underlying economic events that generated them. The course focuses initially on how to record economic events in the accounting records (bookkeeping and accrual accounting) and how to prepare and interpret the primary financial statements that summarize a firm's economic transactions (the balance sheet, the income statement, and the statement of cash flows). The course then examines in depth the major asset, long-term liability, and shareholders' equity accounts.

This course covers basic insurance law as it relates to the interpretation of insurance policies and state regulation of the business of insurance, particularly as it relates to the interaction between the insurer and its insureds.

The objective of the course is for the student to learn to read, understand, and analyze financial statements. The course adopts a decision-maker perspective of accounting by emphasizing the relation between the accounting data and the underlying economic events that generated them. The course focuses initially on how to record economic events in the accounting records (bookkeeping and accrual accounting) and how to prepare and interpret the primary financial statements that summarize a firm's economic transactions (the balance sheet, the income statement, and the statement of cash flows). The course then examines in depth the major asset, long-term liability, and shareholders' equity accounts.

This course will introduce the fundamentals of labor law in the United States, comparing the American approach with those of other advanced industrialized democracies. We will study the federal law governing employee collective action, including the law governing organizing, employee-union relations, collective bargaining (including tools of economic pressure), and preemption of state law. We will then consider the appropriate scope of application of the NLRA regime; assess the political economic role of organized labor; consider historical and institutional explanations for American 'exceptionalism', and; explore the advantages and disadvantages of American labor law as compared to its alternatives.

This course reviews legal issues frequently encountered by the founders and legal counsel of high-tech entrepreneurial ventures. Topics include developing intellectual assets, especially protecting and capitalizing on intellectual property; company ownership issues including corporate form, shareholder agreements and stock incentives; legal and strategic issues surrounding private (e.g., venture capital) and public equity financing; employment matters, such as hiring, firing, and non-disclosure/ non-competition agreements; contract law and the formation of strategic alliances; and legal aspects of mergers and acquisitions for early-stage high-tech companies. The course is designed for both entrepreneurs and those who provide legal representation to them - emphasizing the partnership between the founders of startup companies and their lawyers, as well as providing skills needed to define objectives, understand other parties' interests, evaluate tradeoffs, prepare for negotiations, effectively negotiate, document and implement successful entrepreneurial transactions. To this end, the course will make extensive use of guest speakers, real-world case studies, and problem-based team projects.

Effective negotiation is at the root of most successful professional and personal encounters today. Whether representing an individual client or putting together a billion dollar deal, there are measurable differences in results between those who negotiate well and those who do not. The same is true whether buying a car or having a discussion with a family member. This course provides law students with the practical tools to become better negotiators. Students will learn how to systematically prepare for negotiations, deal effectively with hard bargainers and power imbalances, find hidden agendas, use standards more effectively, build coalitions, find creative options to overcome impasses, win over opponents and generally gain better results from the myriad encounters of life. This includes negotiating with peers, superiors and subordinates, in two-party and multiparty situations, with those who are similar as well as those who are very different. The course will include work on the special challenges of attorneys, including agency and ethics issues, use of negotiation in a litigation environment, and the problems and opportunities of multi-cultural and international representations. Also to be addressed will be issues of personal style, negotiating in highly emotional situations and dealing with a wide variety of parties, from passive to belligerent, corporate to government, family to fiduciary. A theoretical foundation will be presented. But the emphasis in each case will be on practical, operational tools. The course will be participatory. Students will negotiate cases from the start and will also be encouraged to bring their own thorny negotiation problems to class, to be analyzed and solved. This includes issues that students may already have or contemplate from their law firm jobs. There will be opportunities outside of class for one-on-one meetings with the professor on individual negotiation issues. There will be an in-class exam.*Please note: All students are required to attend the first class of the semester. If you do not show up to the first class, you will be dropped from the course and your seat will be given to someone on the waiting list. Professor Diamond highly encourages #’s 1-10 on the waitlist to attend the first class.There will be an in-class exam. NOTE: Publisher for text books is not available as a choice. For Bargaining for Advantage, publisher is Penguin. For Influence, publisher is Quill.

This course explores the federal income tax aspects of conducting a business or investment activity as an enterprise that is taxed as a partnership for tax purposes, rather than as an association taxable as a corporation. The course considers when joint undertakings cross the line from mere co-ownership to taxation as a partnership (and why the rules developed as they did), the way in which the results of partnership operations are taxed (and why or why not the rules reach the correct result), and why business start-ups might choose to operate initially in partnership form. In some areas, I may ask if an alternate approach would have achieved a better result. No partnership course could be complete, however, without considering why partnerships tended to be the business form of choice for the dreaded "tax shelter" (whatever that is). Neither familiarity with accounting principles, balance sheets or income statements, nor exposure to sophisticated business transactions, should be considered a prerequisite. I ask only that you bring an open mind and a willingness to read some admittedly complicated Treasury Regulations. The text will be supplemented with Examples intended to reinforce the technical rules described in class. Federal Income Taxation I is a prerequisite, however. All students are required to bring a copy of the Internal Revenue Code and a copy of the Treasury Regulations (excerpts from the Regulations are included as a supplement to the course materials) to class every day.

This course is designed to provide an introduction to modern real estate transactions, in theory and in practice. The course materials will cover sales/purchases, mortgage financing, leasing, and related subjects, with emphasis on the relevant transactional documents and the lawyer's role in negotiating and drafting those documents.

This course will examine the regulation of consumer credit in the United States. It will address disclosure under the Truth in Lending Act, the Fair Credit Reporting Act, the Equal Credit Opportunity Act, limits on the price of credit, credit insurance, and creditor and consumer enforcement. Classes will feature a mix of question and answer, lecture, and Socratic method.

Traditionally, law school tax courses concentrate on the logic of the income tax system while ignoring how taxes affect business decisions. The objective of this course is to fill this gap by building a conceptual framework for recognizing tax planning opportunities and applying basic principles of tax strategy. The goal is to provide students with a method of thinking about taxes that will be valuable as the laws change. There are no law school courses that students are required to have taken before they can take this course. Nonetheless, it is advisable that students have taken or currently be enrolled in federal income taxation and corporations. By law school standards, this course will involve a great deal of algebraic manipulation and calculation involving basic financial formulae (e.g., net present value and discounting). It is, thus, necessary that students be familiar with basic financial concepts and formulae and in addition that they be comfortable with both basic algebra and with making calculations. It is also desirable that students have some rudimentary knowledge of economics.