Business and Transactional Law
- Accounting - 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 60% lectures, 40% Socratic. The takeaway exam will be a combination of all or some of short-answer, essay and multiple-choice questions.
- Advanced Corporate Law: Mergers & Acquisitions - This course will explore the law of business combinations, that is, mergers and acquisitions, focusing primarily on Delaware law. We will also address certain federal securities law issues relating to mergers and acquisitions, including the securities laws pertaining to tender offers. This course will serve as an advanced corporations course that picks up pretty much where the basic course leaves off. The casebook will be Professor Carney's Mergers and Acquisitions, Cases and Materials (3d Edition 2011 and the current Supplement, available in pdf on the portal). In addition, students will use the statutory supplement from their basic Corporations course. Students with a particular interest in the subject may want to enroll in “Mergers through the Business Cycle” as well. Completion of the basic "Corporations" course is a prerequisite (and preferably the four credit rather than the three credit version). Securities Regulation would be helpful, but is not required. WARNING: This course will be taught "socratically." Students will be assigned to panels with primary responsibility for a given class, but all students will be expected to be prepared to answer when called on. Students not comfortable with this degree of participation should not enroll.
- Advanced Issues in Antitrust Law - Too Big to Fail? Antitrust Law's Efforts to Rein In the Large Corporation
The seminar is not a course relating directly to the recent economic crisis and the financial institutions involved. Rather, though inspired by the question raised regarding too big to fail, the seminar will read the classic antitrust decisions beginning at the turn of the 19th Century through the more recent Microsoft cases dealing with efforts to rein in and control very large corporations, primarily under Section Two of the Sherman Act. The seminar will try to discern the goals of the regulators in each case and to examine whether they were achieved. It will follow up by looking at more modern attempts to control corporate size through the anti-merger laws, primarily Section Seven of the Clayton Act and, again, attempt to evaluate whether the goals were actually achieved. Students will be assigned particular cases and will be asked to study the industry involved before and after the antitrust proceeding. While the introductory antitrust course is not a prerequisite, students will be expected to have familiarized themselves generally with the law under Section Two and Section Seven in advance of the course.
- Advanced Issues in Private Financing - This seminar will address topics in private financing and corporate reorganization under Chapter 11 of the Bankruptcy Code. It also will cover various aspects of cross-border cooperation in the insolvency proceedings of multi-national corporations. The principal emphasis will be on student research; a written research paper (which may satisfy the senior writing requirement) will be required. Students will be required to select a paper topic and submit a brief abstract before December 1, 2008. The instructor will be available in during the fall term consult with students about the selection of a topic. There also will be one or more organizational meetings in the fall term. Beginning after spring break seminar meetings will be devoted to students' presentations of their research and discussions by the seminar participants. Students wishing credit for the senior writing requirement must submit an initial draft for my review and comment by the week following spring break. All final papers will be due no less than five days before grades are due in the Registrar's Office for graduating students. THIS IS A FULL-YEAR SEMINAR AND ALL STUDENTS MUST ENROLL FOR BOTH SEMESTERS.
- Advanced Regulatory Law and Policy - The Advanced Regulatory Law and Policy seminar provides a unique educational opportunity for anyone interested in contemporary developments in regulatory law and policy across a variety of issue areas. Throughout the term, seminar participants follow regulatory developments in real time as well as encounter some of the most up-to-date research on regulatory issues. The primary work of the seminar centers around the production of RegBlog, a daily online source of writing about regulatory news, analysis, and opinion. The format of weekly seminars varies, ranging from early lectures on the regulatory process to in-depth discussions of contemporary regulatory issues, and from critique of peer writing samples to analysis of current research articles.
Enrollment in the Advanced Regulatory Law and Policy seminar is subject to permission of the instructor. Participants in Advanced Regulatory Law and Policy meet at the same time and location as participants in the Regulatory Law and Policy Seminar. The advanced seminar participants will take a leadership role in producing RegBlog, both preparing their own writing assignments, providing oral presentations about regulatory or writing issues, and conducting a peer editing process overseen by Professor Coglianese. This seminar meets weekly throughout the year, and students in the advanced seminar are expected to enroll in both terms.
Starting in 2013-2014, prior enrollment in one or more terms of the Regulatory Law and Policy seminar will be a prerequisite for enrollment in the advanced seminar.
- Advising the Board of Directors - 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, including (i) addressing board and management conflicts, (ii) selecting financial and legal advisors, (iii) engaging in a sales process, (iv) preparing for and responding to hostile bidders, (v) anticipating (and responding to) litigation, (vi) dealing with activist stockholders, (vii) navigating the tensions between different corporate constituencies, and (viii) managing a business in a distressed economic environment. The goal of the course will focus on the advice that counsel should provide to a corporate board in each context.
The instructors for this course include the Honorable Myron T. Steele, the Chief Justice of the Supreme Court of the State of Delaware and a former Vice Chancellor of the Delaware Court of Chancery, and Mark A. Morton, a Delaware transactional attorney with more than 20 years of experience.
The course materials will include abstracts from relevant cases, treatises, articles and law firm memos. On several occasions during the course of the semester, the instructors will invite partners from some of the nation’s leading firms to participate in a panel discussion.
Course grades will be based on one take away at the end of the semester. Class participation will be expected.
- Bankruptcy - 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. Students who have previously taken Commercial Credit II may not take this course. This is a 1L elective course, however, 1L enrollment will be limited to 40 out of 120 (if course closes).
- Business Bankruptcy: Chapter 11 - This course will focus on Chapter 11 of the Bankruptcy Code. It will examine applicable statutory and case law with particular emphasis on considerations confronting debtors and creditors in a business reorganization so that students will appreciate the negotiation, litigation, and the transactional components of a Chapter 11 case.
- Business Strategy and Corporate Law - This course explores strategic, business and legal decision making in a fluid real world corporate context. Classes will cover a series of timely financial and legal subjects as well as case studies that deal with topical problems in corporate governance, investment strategy, executive compensation and potential corporate and criminal behavior. Press, public market reaction and governmental/political considerations will be integrated into the discussion. All students will be required to participate in one major team project. An equal number of graduate law and business students will participate. The instructor, a 26 year veteran and retired partner of the private equity firm KKR, is also an attorney and CPA. No pre-requisites.
- Commercial Litigation Strategy - The course includes case studies of categories of litigation and the types of relief that plaintiffs seek, including damages, injunctive relief, declaratory judgments, and class actions. Experienced litigators will be guest speakers. Students will be expected to read cases assigned and participate in class discussions.
Generally, each class will have two separate segments. One segment will be discussion of the cases from the assigned reading, generally led by one of the students, subject to advance assignment. The discussion will focus on the contentions by counsel and the court’s decision, with an emphasis on strategic objectives and alternatives. The second segment will discuss a general litigation topic, usually with a guest speaker. The specific topics are listed above, but are subject to change.
There is no exam. The grade will be based on class participation (20%), one short paper (20%), and one long paper (60%). 3Ls only are permitted to enroll in the seminar.
- Contract Drafting - A contract is not just a written document reflecting a meeting of the minds: properly used, it is a tool for lawyers to help their clients efficiently negotiate and finalize transactions. This course will focus on drafting fundamental agreement components using clear and precise language. Students will learn how consider and understand a business deal, how to use contract concepts to accurately reflect the parties’ understanding, and how to use drafting to seek advantage and discern and resolve business issues. This course takes a real world approach to drafting, using contracts in daily use, and examining newsworthy agreements and related disputes that could have been resolved through better drafting.
The course will demonstrate how fundamental contract legal theory applies in daily business transactions. Students will draft, revise and improve agreements based on hypothetical or actual business situations during in-class exercises and written assignments. The course will also incorporate related topics, including strategies for communicating with clients, partners and other supervisors, opposing counsel and third parties and will teach students what is expected from superior legal written work, whether in the context of a law firm or otherwise.
Students are expected to attend classes - a critical portion of the course is reviewing previous written work.
- Corporate Finance - This course presents an overview of the basic principles of corporate finance. Topics include securities valuation including the discounted cash flow analysis, pricing of bonds and common stocks; portfolio theory including the capital asset pricing model and precepts of market efficiency; and capital structure of firms, including the weighted average cost of capital and debt policy. This material is then combined in a section dealing with approaches to valuing entire companies. A final brief section introduces option theory. The course combines finance and legal perspectives for each topic. The primary reading is a standard MBA-level finance text. There will be a series of ungraded problem sets and a graded open-book final exam. This course or an equivalent course satisfies the requirements needed to register in upper-level MBA courses offered by the Wharton Finance Department. Please do not enroll for this class if you already have an MBA without permission of the instructor. Prerequisite: A completed course or current enrollment in Corporations. There will be an in-class exam.
- Corporate Finance: Legal Aspects - Legal analysis of rights attached to various claims against, interests in, and in respect of corporations, including the contractual rights of bondholders and convertible security holders, the contractual and extracontractual rights of preferred shareholders, the dividend and control rights of common stockholders, and the nature and function of derivative contracts and options, including management stock options. Attention is paid to the conflicts that arise among security holders on both the upside and the downside, the corporate governance implications of the allocation of control rights, and the interpretation of financial contracts. Prerequisite: Corporations.
- Corporate Taxation - The course will focus on tax issues relating to the formation, capitalization, operation, restructuring, and liquidation, of corporate entities. We will also discuss the parallel rules that apply to S Corporations. The course will examine the tax consequences to both the corporation and the shareholder. This course is useful to students considering tax practice and to students interested in general business practice. Federal Income Tax I is a prerequisite. Students will be expected to have a copy of the Code and Regulations (student edition).
- Corporations - This course will focus on the structure and characteristics of the modern business corporation, with particular attention given to problems relating to the large, publicly held company. Some emphasis will be given to federal securities laws and the impact of federal securities regulation on corporate governance. The course will also cover introductory principles of acounting, corporate finance and valuation. This course will be taught primarily in the Socratic fashion. Regular attendance and class participation are required.
- Deals: Economic Structure of Transactions & Contracting - This course focuses on the role of professionals, including lawyers and investment bankers, in creating value through transaction engineering. The overall goal of the course is to explain how private parties actually order their commercial interactions and to develop a theory of how they ought to do this. The first half of the course will be devoted to impediments to transacting, including asymmetric information, difficulties intrinsic to contracting over time, enforceability, and various forms of strategic behavior, and to a variety of possible responses rooted in decision theory, option theory, risk management, and incentive alignment. In the second half of the course, student teams will apply the tools developed in the first half to a series of real transactions. That part of the course will be described in more detail in a separate memo to be circulated once the roster of deals is fixed.
The requirements for the class are regular attendance and active participation in class discussions, completion of homework assignments, and a group project. For the group project, students will be divided into teams of roughly 8 to 10. Each team will be assigned to a transaction and given access to the original documents for their deal. The student teams will present their transaction to the class, focusing on how the transaction was structured and the advantages and disadvantages of that structure. After the students make their presentation, one or more of the parties who worked on the transaction will present the deal and take questions from the class. Each student team will then draft a final paper on its transaction.
The only prerequisite for the course is that students have taken or currently be taking corporations. Although not strictly required, most students find it helpful to have at some point taken at least introductory courses in microeconomics and finance.
This course meets jointly with the MBA level course offered through the Wharton Management Department. Enrollment will be restricted this year to 25 upper class Law students and 25 graduate Wharton students. In the event that the course is oversubscribed, Law students will be admitted from the waiting list only if other students drop the course. Priority for admission in these circumstances will go to students who have attended the class from the beginning.
- Distressed Dealmaking: Ch 11/Out-of-Ct Restr - This seminar will explore the highly active and sophisticated dealmaking environment that is the hallmark of modern distressed corporate restructuring--both under the supervision of a federal court applying chapter 11 of the United States Bankruptcy Code or through an agreement reached by a company and its creditors in out-of-court negotiations. The course will proceed in three stages. The first stage will cover the fundamental rights and obligations of debtors, creditors, and other parties in interest in the various types of major chapter 11 cases. This foundation will provide critical insight into understanding the motivations, strategies, and available tools for chapter 11 participants. The second stage will present a series of case studies, each of which will feature panel discussions offering the personal perspectives of key participants in the actual restructuring at issue--e.g., an executive from the company, an investor, a banker or financial adviser, etc. Each case study also will focus on a different type of restructuring--e.g., a “freefall” or conventional chapter 11 filing, a prepackaged or prearranged chapter 11, an out-of-court reorganization, a balance sheet restructuring, an operational restructuring, etc. The third and final stage will involve a mock restructuring, in which students will be assigned participant roles and challenged to apply the lessons provided in the first and second stages to navigate their way through an iterative, realistic negotiating exercise. The instructors for the seminar are three partners in Kirkland & Ellis LLP's preeminent restructuring practice.? Grades will be based upon a paper exploring a self-selected topical issue of modern chapter 11 practice (50%), performance in the mock exercise (35%) and seminar participation (15%).
- Employment Law - This course will examine the basic precepts of employment law, including relevant statutes and caselaw. The course will include consideration of the differences between the practice of employment law in the public sector and in the private sector. Accordingly, a section of the course will be devoted to discussion of at-will employment, employee handbooks, and non-compete contracts.
By way of a hypothetical case of sexual harassment, the course will consider the practical aspects of employment litigation: whether to file an answer or motion to dismiss; information desired in discovery; whether to attempt to settle or mediate a case and the optimal time for doing so; and the relative merits of filing a motion for summary judgment. Students will be expected to write motions to dismiss and for summary judgment, which will be graded. Participation in class discussion is strongly recommended.
- Entrepreneurship Legal Clinic - PLEASE SEE IMPORTANT ENROLLMENT PROCEDURES FOR CLINICS AVAILABLE ON THE REGISTRATION INSTRUCTION PAGE.
The Entrepreneurship Legal Clinic provides direct representation to entrepreneurs, businesses, and social ventures from the Philadelphia area. The ELC is the transactional practice group within the Gittis Center’s “teaching law firm.” With support, supervision and individualized mentoring by full-time faculty with significant practice experience, students are vested with primary responsibility for counseling both for profit and non-profit clients on real-life challenges connected to business structuring and formation, contract drafting, review and negotiation, intellectual property protection, employee management, asset acquisitions and dispositions, business strategy, regulatory requirements and more. The ELC does not litigate. Weekly seminars utilizing case studies, simulations, lectures and case rounds discussion introduce students to substantive law, professional competencies and skills, and business concepts useful to understand and counsel clients. In addition to the twice-weekly seminar, students will meet with faculty supervisors for at least one hour each week to discuss and develop strategies for resolving challenges and dilemmas encountered in their client work. These combined lessons provide students with a foundation in lawyering fundamentals and perspective that enables them to find the best solutions to their clients’ problems. Students also present teamed public legal education workshops to local entrepreneurs which take place on a Saturday or weeknights during the semester. Ultimately, the ELC experience challenges students to develop a professional identity and create frameworks for exercising judgment as reflective, responsible, ethical lawyers in a variety of contexts while impacting communities and providing an invaluable service to clients.
Enrollment is limited to 16 students. You may not enroll in this course if you are enrolled in another clinical course, or an externship in the same semester. You must appear at the first meeting of the course, or you may be automatically dropped from the course (unless you have advance permission from the instructor). The drop/add period for this course ends at 4 p.m. on the first Friday after the start of the course.
- Federal Income Tax - 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 other advanced tax courses.
- Financial Accounting - 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 class is offered for a grade only; there is no pass/fail option.
- Financial Crises - This course puts the ongoing financial crisis in comparative perspective. Case studies from Asia, Europe, Latin America and the United States help identify different kinds of crises, common policy and legal challenges presented by large-scale financial distress, and the factors affecting each government’s response. The course examines economic, political and legal constraints on government actions, the allocation of authority and avenues of accountability in crisis, the respective roles of national, foreign and international actors, and institutional design for crisis management.
- GRS: Islamic Finance - This course will explore contemporary Islamic finance (commerce and finance in accordance with the principles and precepts of Islamic shariah law) from a transactional vantage and with particular emphasis on structuring financial transactions and products. As part of the course, students will travel over the University’s spring break to Malaysia to meet with the Malaysian central bank (Bank Negara), the Islamic Financial Services Board (ISFB), and private sector firms and companies that are at the center of designing, implementing and overseeing the financial services products that are shaping Islamic finance now and in the coming decades. Since the earliest days of modern Islamic finance, Malaysia has played a leading role and its firms and regulators have collaborated to develop the most progressive tools in order to build important bridges between conventional and Islamic investors. In this Global Research Seminar, students will have an unparalleled opportunity to meet with the architects of these products and examine in depth the legal, religious, economic and cultural forces that underlie their design with those who are using them and regulating them on a daily basis.
This course is well-suited for students who are expressly interested in Islamic law, financial markets, or transactional practice. Students will gain considerable appreciation for how financial products and transactions designed in compliance with shariah law are gaining traction not only in the Muslim world but also beyond, especially in the United States and Europe. The course is oriented towards students who are interested in transactional practice (whether Islamic, traditional or a combination of both) and is built around case studies of the structures in current use in the industry. The case studies are taken from numerous jurisdictions around the world.
Goals of the Course: The course will: (a) introduce principles and concepts that need to be considered in Islamic finance and investment transactions in different jurisdictions; (b) generate awareness of the legal, business and religious issues that arise in those transactions in different jurisdictions and in different transactional environments; and (c) introduce techniques and methodologies for resolving those issues in a manner that accommodates all of the parties to the transaction and their respective risk appetites.
Prerequisites: Many students have questions as to the degree of finance knowledge that is necessary as a prerequisite for this course of study. Our response has been that little or no finance background is necessary, although it is helpful. We will discuss the necessary finance principles, both interest-based (conventional) and shariah-compliant as we progress through the material.
Grading and Evaluation: We anticipate that the principal deliverable for this course will be a take home exam in which the students will be asked to design a new financial product in a complex situation that is consistent with shariah principles and to discuss the business and legal issues that such a product creates. Class participation will count.
Eligibility and Selection of Students: In order to be considered for the seminar, you must be a 2L, 3L, or LLM student who is able to spend ten days in Malaysia in March 2012, overlapping with Penn Law’s Spring Recess. Registration will take place in November in conjunction with registration for spring term classes. We anticipate that it will be competitive and requires the following additional materials to be sent electronically to Claire Wallace – firstname.lastname@example.org by 5 pm on November 13, 2011:
(i)Cover letter addressed to Professors Michael Knoll and Michael McMillen explaining your interest in the course
You should also list this class as your first primary request during advance registration.
- General Counsel - Over the last 25 years, one of the dramatic changes in the practice of law has been the exponential growth of the corporate legal department and the mobility of lawyers from one law firm partnership to another at a rate that was previously unthinkable. These two trends are both directly related to the rise of the General Counsel as a driving force in the evolution of the legal profession.
The General Counsel Seminar will consider topics from areas including White Collar Crime, Corporations and Securities law among others. The course is designed to appeal to upper-level students who are interested in working in-house in either a private, non-profit or public organization or at a law firm with corporate or institutional clients, or as a regulator or prosecutor. It will also appeal to students who are interested in the evolution of the practice of law. In short, it should appeal to just about everyone.
Topics will include: corporate criminal liability, the management of internal investigations, insider trading and securities fraud, obstruction of justice, attorney-client privilege in the corporate and international context, corporate governance and the oversight role of the Board of Directors, Foreign Corrupt Practices Act, RICO, Sarbanes-Oxley and the evolution of the lawyer as “Gatekeeper,” sentencing guidelines for organizations, the role of the auditor, litigation and contingency disclosures in SEC filings, and issues in public company compensation among others.
The General Counsel must serve many distinct stakeholders and wear many distinct hats including: counselor and advisor, advocate, department manager, and ombudsman/inspector general to name a few. This course will explore the breadth of issues that come across the General Counsel’s desk. In addition, it will give insight into the analytical and practice challenges of resolving the conflicts created by simultaneously wearing different hats and serving different masters.
The course will be conducted in a seminar format. Students will be evaluated based on a final paper and meaningful class participation. LLM students need the approval of the instructor.
- Global Antitrust - Modern antitrust law is becoming increasingly global. Cartels in one nation affect supply in others. As the parallel cases against Microsoft in the U.S. and the EU demonstrate, antitrust authorities can take widely divergent views of the permissibility of unilateral action. Mergers between large corporations must typically get approval in both the United States and in Europe. Countries are increasingly entering into agreements about the enforcement of competition laws. Thus, businesspeople, lawyers, and lawmakers can no longer content themselves with understanding only the antitrust and competition law of their home country. This course will examine EC competition law cases and decisions within an analytical framework strongly based on economic theory. Scheduled topics include horizontal restraints, monopolization, vertical restraints, proof of anticompetitive agreement, mergers, and international enforcement. The introductory course on antitrust is a prerequisite.
- IP & Corporate Lawyering - This course acclimates students to the perspective of intellectual property as a business asset and teaches how to use the law and lawyering skills to achieve business objectives. The course is particularly suited for students who plan to become corporate transactional lawyers and seek a deeper understanding of laws applicable to key assets of most businesses, as well as for students who plan to become intellectual property specialists and seek a broader understanding of the context in which they will practice their specialty.
Underscoring the core corporate lawyering principle that lawyers must know their clients’ businesses to represent clients most effectively, the course explores the strategic utilization of intellectual property laws in an organization’s business objectives. For example, we will examine when and how corporations use trademarks, copyright, trade secrets and patents to advance and protect their products and services in the marketplace. Examples include the business assessment underlying an enterprise’s decisions regarding its trademark strategy, when to pursue patent protection versus trade secret protection, and how to navigate the ever-changing legal terrain that surrounds many new technologies.
Students will have the opportunity to prepare and present strategy recommendations and relevant intellectual property filings for business case studies and hypothetical scenarios. Students must complete a final group project and write an end of semester paper. An introductory intellectual property course is a prerequisite.
- Insurance Law - This is a survey course designed to introduce students to insurance institutions and insurance law, with the ultimate goal of understanding the role of insurance in society. Liability, health, and property insurance will receive the most attention, but we will also discuss life and disability insurance. After taking this course, students will know how to read and analyze a standard form insurance contract, how to work with insurance regulatory materials, how to spot the insurance issues in a wide variety of legal and public policy contexts, and how to think about insurance related issues using conceptual tools from a variety of disciplines. Cross-cutting themes of interest include the behind the scenes role of insurance in shaping litigation strategy, the role of insurance in financial planning, and the promises and pitfalls of using private insurance arrangements to achieve social goals.
- International Business Transactions - This course provides an overview of the legal issues—domestic, foreign, and international—that arise when U.S. companies do business abroad. Transactions discussed include export sales, agency and distributorship agreements, licensing, mergers and acquisitions, joint ventures, privatization, project finance, and foreign government debt. The course also covers U.S., foreign, and international regulation in such areas as antitrust, securities, intellectual property, tax, and foreign corrupt practices. The course does not cover U.S. rules on import restrictions or W.T.O. matters.
- International Finance - In 1970, 90% of international transactions represented trade in goods and services. On the eve of the latest financial crisis, up to 90% of international transactions reflected movement of capital unrelated to trade. This course examines the evolving legal regime that governs cross-border capital movements in the wake of the crisis. We will consider current issues in international finance from the transactional, regulatory, and policy perspectives – reflecting the different functions of the law in this area. Beyond basic legal concepts relevant to international banking, securities and currency markets, we will address topics including crisis response, international institutions, government debt, foreign assistance and microfinance.
The syllabus assumes no prior background in finance, economics, banking or securities law. It includes an overview of selected national and international legal systems for international financial transactions, and the policy environment in which they take place.
- International Tax - This is a basic course on international taxation from a U.S. perspective. The course will cover both the U.S. taxation of U.S. persons engaged in international activities (outbound taxation) and the U.S. taxation of foreign persons engaged in U.S. activities (inbound taxation). Topics will include the scope of U.S. taxing authority, source of income issues, transfer pricing, foreign tax credits, anti-deferral rules, etc. The goals of the class are to provide an overview of the relevant law, to identify and wrestle with the types of international tax issues that frequently arise today, and to become familiar with the underlying international tax policy issues that are being discussed today. A basic tax class or permission of an instructor is a prerequisite for this course. Class participation will be taken into account.
- Islamic Finance - The course of study will explore contemporary Islamic finance (commerce and finance in accordance with the principles and precepts of Islamic shariah) from a transactional vantage and with particular emphasis on structuring financial transactions and products. Islamic finance will be examined both as an application of Islamic religious law and ethics (Shariah) and as an effort to create and operate a Shariah-compliant economic system, including capital markets, without riba (interest) payments and receipts and based upon a compliant risk-reward paradigm that maintains expected returns for the transactional parties.
We will survey a range of Islamic investment topics and Islamic banking topics. These will include leasing, partnerships, sales, sukuk (Islamic securitizations), equity investments and funds, private equity, home ownership financings, credit cards, automobile financings and personal financings. These will be considered from the vantage of the transactional structure and Shariah principles will be derived from these case study discussions.
Attendance and classroom participation are important aspects of this course. There will also be readings in each topic area covered in the course.
Prior finance knowledge is not necessary; the necessary background and relevant financial concepts will be presented in the classroom presentations and discussions. Importantly, however, each student must be prepared to ask questions when they have insufficient understanding of any particular financial concept. Each segment of the course builds upon previous segments, and on the financial concepts presented in previous segments. You must stop the progression to ensure that the class does not move along until you have achieved an understanding of the then-current information.
- JD/MBA Capstone Seminar - This is a required course for JD-MBAs in the final year. We will meet during the first half of the fall semester for presentations by outside speakers at the intersection of law and business. We will then break for students to prepare individual or team projects. We will resume meeting during the second half of the spring semester when students will present their projects. The spring class will meet on the following Mondays: 2/18, 2/25, 3/11, 3/18, 4/1, 4/8, 4/15.
- Law of Credit - Economies in much of the world, including the United States, are still reeling from the financial crisis that by 2008 resulted in a severe recession. Causes of the crisis have been widely debated, but extensions of credit were at or near the core of most everyone’s analysis. At the very time that some were blaming “easy credit” for the financial crisis, one of the principal problems prevailing in the United States economy was the unavailability of sufficient credit. It seems that neither too much (too “easy”) credit nor too little available credit is a good thing. This course addresses the legal environment for the extension of credit and the relationships between creditors and debtors. The approach will be strictly neutral about the benefits and detriments of any particular extension of credit. On the other hand, it will explore whether in general the legal regime should facilitate the extension of credit by one consenting party to another. Inevitably, of course, a legal regime that permits useful and efficient extensions of credit is necessarily one that also allows parties—debtors, creditors or both—to make some mistakes. The course also will explore legal rules relating to credit which take into account considerations such as greatly disproportionate bargaining power and serious information asymmetries—circumstances that have given rise to proposals—and new laws—addressing “consumer protection.” The course will provide an intensive examination of many of the practices and legal problems which arise in the extension of credit, particularly business credit. The principal doctrinal focus of the course will be on Article 9 of the UCC, which deals with security interests in personal property. The course will also introduce basic practices and principles involved in the extension of both secured and unsecured credit. Attention will be given to problems of relating the UCC to underlying legal principles of general applicability and to other statutes, such as the Bankruptcy Code.
- Legal Aspects of Entrepreneurship - This course introduces students to the unique role of the lawyer in counseling entrepreneurs and emerging growth companies which they generate. A hypothetical example of a start up technology or life sciences venture will serve as the backdrop for exploring the numerous substantive disciplines which are commonly implicated in such representations, including corporate and tax issues considered in entity formation, protection of intellectual property, issues surrounding the raising of seed and venture capital, labor and employment, outsourcing and equity compensation issues. Discussion of such issues will be lead by guest lecturers expert in such areas. In addition, to provide the practical background for understanding the role of the emerging growth lawyer, the course will also feature prominent guest speakers who will address preparation of a business plan, the role of the accountants, organizational build out consultants, investment banks and venture capitalists. The course will conclude with a panel of Chief Executive Officers of successful emerging growth companies who will describe their experiences with legal issues and the role of the lawyer in facilitating their successes. In addition to covering the substantive and practical disciplines inherent in representing such companies, the course will track how those issues change and the answers evolve throughout the life cycle of an emerging growth company, from start-up through initial public offering or exit. Professors Goodman and Jannetta are both Partners in the Emerging Growth Practice at Morgan, Lewis & Bockius LLP. There will be a takeaway exam.
- M&A Bootcamp - Students are introduced to legal and business issues arising in private mergers and acquisitions by working on practical exercises designed to simulate the steps of a typical transaction. Exercises include drafting a letter of intent, considering issues in due diligence, and drafting and negotiating an acquisition agreement from both a buyer’s and seller’s perspective in an auction context. Students will have the opportunity to make presentations, to actively participate in discussions, and to receive real-time feedback from practicing lawyers.
Instructors: Scott B. Connolly and Matthew M. McDonald. Scott and Matt are both corporate and securities partners of Drinker Biddle & Reath LLP.
This course is graded credit/fail only.
- M&A Litigation Seminar - The course will explore more advanced M&A litigation related topics, including topics that were either not covered or not covered in depth in the LAW 773 "Mergers and Acquisitions" course. Topics to be addressed include: (1) advanced issues in “hostile takeovers,” including a closer look at how power is allocated within a corporation between the board and shareholders and the use of bylaws provisions and proxy contests as takeover tactics; (2) advanced "Revlon" and disclosure issues in M&A transactions; (3) selected procedural and evidentiary issues in M&A litigation, such as expedited discovery in injunction cases, forum battles, conflicts of interest and attorney-client privilege and work product issues; (4) a closer look at preliminary agreements (MOUs and intent letters) in M&A transactions; (5) a closer look at the terms and mechanics of typical M&A transaction documents from a litigation perspective, including how contract, fraud and other claims work under such documents; (6) the remedies available for breach of an M&A agreement, including measurement of damages issues and the availability of specific performance, and the use of insurance to insure against losses flowing from such breaches; and (7) claims involving third-parties to M&A transactions, such as claims against or involving the investment bankers advising on a transaction, claims against the lenders financing a transaction, and claims by or against a rival bidder. All required reading materials will be posted on Course Portal. Completion of the basic Corporations course is a prerequisite, and completion of the LAW 773 M&A course is recommended.
- M&A Through the Business Cycle - This class will focus on a single transaction (probably the acquisition of TXU by a private equity consortium led by KKR and TPG) to frame the legal issues that often arise in connection with the sale of a public company by merger, including confidentiality agreements, laws applicable to the disclosure of merger proposals and negotiations, duties of directors, reason for and role of special committees of directors, structure of merger agreements generally and with private equity buyers in particular, typical merger agreement issues, acquisition financing issues, post-announcement shareholder litigation, rules applicable to merger disclosure and solicitation of proxies and the role of hedge funds and more traditional institutional investors in merger votes. Corporations is a pre-requisite for this course; Mergers and Acquisitions is a suggested co-requisite.
- Mergers and Acquisitions - This course will explore the law of business combinations, that is, mergers and acquisitions, focusing primarily on Delaware law. We will also address certain federal securities law issues relating to mergers and acquisitions, including the securities laws pertaining to tender offers. This course will serve as an "advanced" corporations course and the casebook will be Professor Carney's Mergers and Acquisitions, Cases and Materials (2d Edition 2007 and 2011 Supplement). Students with a particular interest in the subject may want to enroll in “Anatomy of a Merger” as well.
Completion of the basic "Corporations" course is a prerequisite (and preferably the four credit rather than the three credit version). Securities Regulation would be helpful, but is not required.
- Money Laundering - The seminar will focus on the effect of the money laundering laws, including laws passed post-9/11 under the USA PATRIOT Act and the USA PATRIOT Improvement and Reauthorization Act of 2005, and the use of these laws today. The course will cover money laundering and currency reporting rules. With respect to money laundering, it will review financial transaction money laundering, the extraterritorial reach of the money laundering laws, transportation money laundering, and financial transaction undercover money laundering. It will further cover related criminal statutes, including monetary transactions involving property obtained from specified unlawful activity and the illegal money transmitting businesses statute. It will cover the penalties for these crimes including a discussion of asset forfeiture and Eighth Amendment issues along with a discussion of the advisory U.S. Sentencing Guidelines that apply to these offenses. The seminar will further cover regulatory issues arising under the USA PATRIOT Act, the Bank Secrecy Act and regulations issued by the Office of Foreign Assets Control and related regulations governing the blocking of transactions with individuals and countries. It will further cover initiatives requiring “whistle blowing” by banks, broker-dealers, and mutual funds, and efforts to extend the current regulatory framework to include real estate brokers, accountants and attorneys. The course will also focus on Foreign bank account reporting requirements (FBAR), voluntary disclosure programs, and the effect these statutes, regulations, guidance and initiatives have had and continue to have on Fourth and Fifth Amendment rights as well as privacy rights and policy issues arising in the post-9/11 era. The seminar will include guest speakers including, among others, a federal district court judge, an Assistant United States Attorney or Department of Justice Tax Division attorney, a bank/broker dealer/or mutual fund compliance officer and one or more defense attorneys.
- Negotiation and Dispute Resolution - 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. 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. Required reading - Getting More: How To Negotiate To Achieve Your Goals in The Real World by Stuart Diamond. Published by Random House.
- Organizational Behavior - To excel, lawyers need more than the traditional knowledge and skills covered in the law curriculum. Although legal knowledge, analytical and communication skills are critical to career success, several decades of research demonstrate that raises, promotions, and satisfaction in the legal profession also depend on expertise in management and organizational behavior. Since most lawyers work in large organizations, it is increasingly important to be able to understand, manage, and influence an organization, its teams, and its individual members. In your careers, you will depend on people to accomplish tasks, goals, and projects; you will need to work for other people, work with other people, and supervise other people. An understanding of the human side of management is an essential complement to the technical skills that you have acquired in your training to date.
This course represents a unique collaboration between Penn Law and Wharton to develop knowledge, skills, and self-awareness relevant to management and organizational behavior in the legal profession. The learning method is experiential: over the course of a week, you will be divided into teams to work on a real-life organizational challenge modeled after the hit NBC show, “The Apprentice.” The challenge will give you the opportunity to test, develop, hone, and reflect on your capabilities in making decisions, collaborating in teams, motivating peers and supervisors, influencing clients, and building and leveraging social networks. The class is meant to be an intense immersion experience that reflects the realities of organizational behavior. Each morning, we will meet to debrief on your progress, reflect on your milestones and mistakes, and examine evidence-based frameworks, principles, and tools to enhance your effectiveness as individuals and teams. You will then have the full day to work in your team on your challenge. At the end of the challenge, there will be a meaningful reward for the winning team.
- Partnership Tax - 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.
- Regulation of Health Insurance Markets - This seminar will examine the regulation of the U.S. health insurance market as the Affordable Care Act is implemented. Weekly topics may vary depending on student interest, but will include the economics of health insurance, legal and policy limits on administrative discretion in the specification of benefit design requirements, the creation and structure of the new health exchanges, the Massachusetts experience, insurance market rules, legal and ethical issues related to wellness incentives, and the implications of the new health insurance marketplace for hospitals and other medical service providers. Requirements include active participation in weekly team-based reaction papers, a team-based presentation about a current topic (with powerpoint and handouts), regular attendance, and completion of an individual research and policy analysis project culminating in a 10-12 page paper. Students from the Medical School and other schools outside the law school are strongly encouraged to enroll; there will be seats reserved for non-law students. The team-based nature of the assignments means that no legal background is required. Law student members of the teams will supply the necessary legal expertise.
- Regulatory Law and Policy - This seminar provides a unique educational opportunity for anyone interested in contemporary developments in regulatory law and policy across a variety of issue areas. Throughout the term, seminar participants follow regulatory developments in real time as well as encounter some of the most up-to-date research on regulatory issues. The primary work of the seminar centers around the production of RegBlog, a daily on-line source of writing about regulatory news, analysis, and opinion. The format of weekly seminars varies, ranging from early lectures on the regulatory process to in-depth discussions of contemporary regulatory issues, and from critique of peer writing samples to analysis of current research articles. Seminar participants complete short weekly writing assignments which may be selected for posting on RegBlog through a peer editing process overseen by Professor Coglianese. Participants have the opportunity to focus their work on the regulatory law and policy issues that interest them the most. This seminar meets weekly throughout the year, and students may enroll for the Fall Term, Spring Term, or both terms. The seminar is open to students from outside the law school by permission.
Starting in 2013-2014, prior enrollment in one or more terms of the Regulatory Law and Policy seminar will be considered a prerequisite for enrollment in the Advanced Regulatory Law and Policy seminar.
- Risk Management - This is the law school cross-listing for the Wharton class INS 205/805. For the most up to date information, please consult the Wharton course listing. Law students who enroll in the course will need to obtain readings and other materials from the Wharton webCafe for the course.
This course describes the concepts and techniques available to corporations, non-profit organizations, and other organizations in their efforts to manage pure risks. The costs associated with such pure risks as product liability, environmental impairments, property losses, work-related injuries, and employee benefits (e.g., pensions, health insurance, etc.) affect the daily management of all organizations. Managers who make decisions without appropriate consideration of risk management issues can jeopardize the long-term survival of their organizations. The course examines a common set of techniques which can be used by managers in dealing with these problems, including risk assumption, prevention, diversification, and transfer via insurance and non-insurance market mechanisms. In turn, students learn to recognize that the institutional structure of the organization itself influence its own risks and their corresponding treatments.
This is a cross-listed Wharton business class team taught by members of the Insurance and Risk Management Department faculty together with Professor Baker. The course is taught in three independently graded modules, two of which stress quantitative reasoning. Professor Baker teaches the third module. The grade for the course is computed on the basis of the average of the raw scores for each of the three modules. Law students are graded according to the law school grading policy.
- Risk Regulation - Society faces a range of risks, from both natural sources and economic activities. A core challenge for society’s major institutions – governments, businesses, non-profits – is to understand these risks and learn to manage them effectively and efficiently. This seminar will focus on how society deals with risks, ranging from, on the one end of the spectrum, voluntary action by business to, on the other end, strict rules imposed by government on the private sector – with many variants in between. These risk management responses also include the design of institutions to identify, monitor, and provide information about risks. Understanding what makes for effective institutional responses to risk is especially challenging, for it calls for not just an understanding of institutions themselves -- e.g., law and business -- but also an understanding of how these institutions interact with and affect the risks they are supposed to reduce or mitigate. This seminar will meet on alternating Tuesday afternoons throughout the entire 2010-2011 academic year. One seminar meeting each month will feature a guest speaker presenting new scholarship or policy analysis related to risk regulation. The other sessions will provide general background on risk regulation, further consideration of the specific topics covered by the guest speakers, and discussion of research papers seminar participants will be expected to complete by the end of the spring term.
- Securities Bootcamp - Students are introduced to legal and business issues arising in representing a public company with reporting obligations under the Securities Exchange Act of 1934 by working on practical exercises that simulate reporting and compliance issues faced by securities lawyers. Exercises include reviewing and revising an issuer’s earnings release, drafting and rules checking a Form 8-K for a public company acquisition and preparing risk factors for a Form 10-K. Students will have the opportunity to draft securities filings, interact with simulated clients and receive real-time feedback from practicing lawyers.
Instructors: Scott B. Connolly and Matthew M. McDonald. Scott and Matt are both corporate and securities partners of Drinker Biddle & Reath LLP.
This course is graded credit/fail only.
- Securities Regulation - This course examines federal securities regulation. Topics include the registration of securities under the Securities Act (and applicable exemptions), civil liability, the definition of a security, periodic disclosure requirements for public companies, Rule 10b-5 liability, the role and powers of the Securities & Exchange Commission and capital markets regulation. The course is particularly useful for students pursuing careers in business law, litigation, investment banking, and/or private equity. The course will use a combination of lecture and Socratic formats. Regular attendance and class participation are required.
Pre-requisite: Corporations or permission of instructor. A prior course in business law (at Penn or elsewhere) is required for LLM students.
- Sports Law - This course will focus on many topics in the law of sports. General areas to be covered will include contracts, antitrust, labor, arbitration, constitutional law and amateur athletics. Special attention will be given to antitrust litigation in the National Football League, collective bargaining in professional sports, television issues, franchise movement, Title IX, amateur sports, and the changing concepts of amateurism. It will be helpful if students have taken Antitrust or Labor Law. There will be a takeaway exam.
- Statistics for Lawyers - This class will cover the basics of probability and statistics as they apply to the study and practice of law. Students will learn how to perform simple statistical analyses, as well as how to interpret and critique more complicated analyses. Topics covered will include the use of probabilistic evidence such as DNA matches, the use of cross sectional regression techniques in contexts such as discrimination cases, and the use of financial econometric techniques such as those used in securities law. No prior training in statistics is required. Students can choose to be evaluated on the basis of a written paper or an open-book exam.
- Structured Finance and Securitization - This course is designed to familiarize the student with the underlying legal concepts necessary to understand contemporary securitization and structured finance transactions. The course will introduce the basic economic elements of securitization and the economic business rational for this type of finance. Today, structured finance and securitization is a major element of the worldwide capital markets practice. The topics covered will include commercial finance, including Article 9 of the Uniform Commercial Code, corporate law, securities and investment company act regulation, bankruptcy law and securitization, tax issues and structuring considerations in securitization transactions, bank regulatory aspects of securitization, and cross-border securitization transactions.
The course will focus on the many types of securitization that exist today and show how different legal disciplines interact in each of the transaction. The course will require some knowledge of introductory corporate and tax law and some exposure to basic bankruptcy law concepts. Introductory Securities Regulations will also be helpful. The course will not require any background in the economics of securitization or related capital markets transactions, although this may be helpful. It is the goal of the course to provide a thorough introduction to this area of practice so that a student has skills to evaluate these types of transactions in a law firm or investment banking firm setting.
- Taxation of Financial Products - In recent years, there has been a tremendous growth in the amount and variety of financial instruments available on Wall Street. In many cases, these new instruments have not fit neatly into the traditional tax law categories for taxing financial instruments and have posed a serious challenge to the tax laws. Policymakers have struggled to develop administrable rules that tax such instruments fairly without providing too great an opportunity for abuse.
This course will examine the tax law's response to these instruments. Topics may include discount and premium on debt instruments, futures contracts and their use in straddle transactions, interest rate and foreign currency swaps, hybrid debt instruments, equity swaps and other derivatives, and securitization. Emphasis will be placed on understanding the economics of the transactions as well as their taxation. Prerequisite: Federal Income Taxation or permission of instructor.
- The Law of Credit - Economies in much of the world, including the United States, are still reeling from the financial crisis that by 2008 resulted in a severe recession. Causes of the crisis have been widely debated, but extensions of credit were at or near the core of most everyone’s analysis. At the very time that some were blaming “easy credit” for the financial crisis, one of the principal problems prevailing in the United States economy was the unavailability of sufficient credit. It seems that neither too much (too “easy”) credit nor too little available credit is a good thing. This course addresses the legal environment for the extension of credit and the relationships between creditors and debtors. The approach will be strictly neutral about the benefits and detriments of any particular extension of credit. On the other hand, it will explore whether in general the legal regime should facilitate the extension of credit by one consenting party to another. Inevitably, of course, a legal regime that permits useful and efficient extensions of credit is necessarily one that also allows parties—debtors, creditors or both—to make some mistakes. The course also will explore legal rules relating to credit which take into account considerations such as greatly disproportionate bargaining power and serious information asymmetries—circumstances that have given rise to proposals—and new laws—addressing “consumer protection.” The course will provide an intensive examination of many of the practices and legal problems which arise in the extension of credit, particularly business credit. The principal doctrinal focus of the course will be on Article 9 of the UCC, which deals with security interests in personal property. The course will also introduce basic practices and principles involved in the extension of both secured and unsecured credit. Attention will be given to problems of relating the UCC to underlying legal principles of general applicability and to other statutes, such as the Bankruptcy Code.
- Transactional Law Bootcamp - This course is designed to introduce students to the very basic transactional law skill set required and expected of junior associates. Students will be taught through a combination of lectures, panel discussions, readings and (most importantly) activities focused on basic drafting, negotiation, communication and interpretation skills associated with a variety of agreements. The course will emphasize practical knowledge and skills, through a simulated joint venture negotiation between typical joint venture partners in a real estate asset purchase (i.e., an “Investor” and a “Property Manager (PM)”) to provide future transactional attorneys a basic understanding of contracting interpretation and drafting, the framework of the Delaware Limited Liability Company Act and the deal process. These skills will be reinforced through the (1) negotiation and drafting of a LLC agreement addressing all major (non-tax) business issues, for a proposed Delaware limited liability company, (2) drafting of other agreements and corporate resolutions and related documents and (3) client counseling. The class will be divided into multiple teams with each team representing either the Investor or the PM. The instructor will serve as both the “client” and “supervising attorney” to both teams. The “client” will serve to present various business issues and to provide feedback on agreements being drafted by each team. The “supervising attorney” will serve to supervise work, provide feedback and to help simulate the experience of working under a senior attorney in your early years of practice.
- Transactional Lawyering - Practical Skills in Getting Deals Done - This course will explore the activities of deal lawyers in drafting and negotiating contractual documents involved in both public and private M&A transactions, as well as providing an understanding of other fundamental aspects of representing M&A clients. The principal focus will be on the roles and responsibilities of young corporate lawyers in such transactions. The course will examine the rationale and purposes of the provisions of core documents and of related research tasks in M&A transactions in order to provide students with an understanding of these provisions and the goals to be achieved by the related tasks. In addition, the relationship of these documents and tasks to the overall strategic objectives of a client will be studied and reference will be made to various deals in which I have been involved during my career. Guest practitioners will join some classes. The course will also provide exposure to the roles of other advisors involved in the M&A process, such as PR specialists and proxy solicitors. There will be instruction in writing for corporate lawyers; advice with respect to professionalism issues; and practice tips for career success. Though it may appear that the course will principally be helpful to students who are planning to be corporate lawyers involved in M&A matters, it is hoped that the course will prove interesting and valuable to all students in their last year before becoming practicing attorneys. Corporations is a pre-requisite. For more information, see the Course Portal. The course will be limited to 25 students.
- White Collar Crime - This seminar will provide an overview of the federal law targeting white collar crime in the securities industry. The statutes, regulations and jurisprudence addressing criminal conduct in investment banking and brokerage will be examined from two perspectives: measures targeting bad actors whose crimes threaten the integrity of the capital markets, such as securities fraud; and measures holding broker-dealers and other financial institutions accountable for facilitating improper conduct, including violations of the USA Patriot Act and the Foreign Corrupt Practices Act. Beyond a mere review of the black letter law, however, the course will offer a practitioner’s perspective. Students will gain insight into how federal prosecutors, regulators and investigators work together to develop complex white collar cases. They will hear from guest speakers -- current and former Assistant US Attorneys, SEC Enforcement attorneys, FBI agents, and white collar defense attorneys -- about their real-life experiences. The seminar will also examine the various typologies of securities fraud, their impact on the way business is done on Wall Street, and evolving law enforcement efforts to police that business. From insider trading to "pump and dump" and "ponzi" schemes, the tools of the fraudsters' trade will be analyzed through the prism of recent cases including Bernard Madoff, Raj Rajaratnam and Martha Stewart.
Court Golumbic is a Managing Director in the global Compliance Department of Goldman Sachs & Co. in New York. He was formerly an Assistant United States Attorney with the United States Attorney's Office for the Southern District of New York, where he specialized in investigating and prosecuting securities fraud, money laundering, and other forms of white collar crime.
- White Collar Crime and Capital Markets - This seminar will provide an overview of the federal law targeting white collar crime in the securities industry. The statutes, regulations and jurisprudence addressing criminal conduct in investment banking and brokerage will be examined from two perspectives: measures targeting bad actors whose crimes threaten the integrity of the capital markets, such as securities fraud; and measures holding broker-dealers and other financial institutions accountable for facilitating improper conduct, including violations of the USA Patriot Act and the Foreign Corrupt Practices Act. Beyond a mere review of the black letter law, however, the course will offer a practitioner’s perspective. Students will gain insight into how federal prosecutors, regulators and investigators work together to develop complex white collar cases. They will hear from guest speakers -- current and former Assistant US Attorneys, SEC Enforcement attorneys, FBI agents, and white collar defense attorneys -- about their real-life experiences. The seminar will also examine the various typologies of securities fraud, their impact on the way business is done on Wall Street, and evolving law enforcement efforts to police that business. From insider trading to "pump and dump" and "ponzi" schemes, the tools of the fraudsters' trade will be analyzed through the prism of recent cases including Bernard Madoff, Raj Rajaratnam and Martha Stewart.
Court Golumbic is a Managing Director in the global Compliance Department of Goldman Sachs & Co. in New York. He was formerly an Assistant United States Attorney with the United States Attorney's Office for the Southern District of New York, where he specialized in investigating and prosecuting securities fraud, money laundering, and other forms of white collar crime.
- Widening the Lens on Corporate Law - This seminar will consider some of the canonical cases in corporate law, and use that as a departure point for broadening students’ perspective on corporate law beyond our borders. The course will rely primarily on two texts, Corporate Law Stories, which will provide the basis for our consideration of some of the most important corporate law cases, and The Anatomy of Corporate Law, which will expose the class to how other nations address critical recurring issues in corporate law, including conflict transactions and the role of the board versus management. Students will read key cases in their entirety which will provide them with a better understanding how judges decide cases and what the cases really say, and also a better sense of what it means to be a lawyer, when reading entire cases is required. Throughout the seminar’s course, class will be enriched by a few special classes with distinguished visitors from practice and academia. Students are expected to attend class and participate actively in seminar discussion. In addition, students will be expected to write a paper based on a case or high profile corporate business decision not covered in the class, but using the format of the text in terms of telling a “story” that has corporate law implications. The paper will thus provide a substantive discussion of the doctrine as well as the history surrounding the case or business decision. The grade in the class will be based 50% on class participation and 50% on the paper.