A/P/LLCs (2005)

This course begins with the essential concepts of agency law and proceeds to a survey of the most important forms of unincorporated business organizations: general partnerships, limited liability partnerships (LLPs), and limited liability companies (LLCs). Limited coverage is given to limited partnerships and limited liability limited partnerships (LLLPs). Topics include: for agency law -- actual authority, apparent authority, respondeat superior, duties of agent to principal and principal to agent, constructive agency; for general partnerships—formation, basic characteristics (including personal liability), management structure and power-to-bind rules, fiduciary duties, dissociation, dissolution, and winding up; for LLPs and LLLPs—creation of the liability shield, liability despite the shield; for LLCs—formation mechanics, basic characteristics (including liability shield and “separate entity”), management structure and the power to bind, fiduciary duties and the power of the operating agreement, the “pick your partner” concept and charging orders, distinguishing direct and derivative claims.

Course materials include cases, statutes, and problems, and the course seeks to improve each student’s ability to extract rules from case law, interpret and apply statutes, and apply abstract concepts to address real-world problems. Initial problems are straightforward. Later problems are more complex. No special background or expertise in business is necessary to take this course. The course gives a minimalist introduction to selected “entity tax” considerations, solely for the purpose of providing the context to what became the LLC/LLP revolution in business entity law. This course is one of two alternate prerequisites for Corporations.

NOTE: Students who have taken Business Organizations may not take this course. However, students who have taken the one-credit Agency course may enroll in this course.

Employment Law Survey (3870)

The basic course in employment relations, providing an overview of legal regulation of work and employer-employee relations. Emphasizes employment contracts, torts and public policies, wrongful discharge, employee privacy interests, working conditions, occupational safety and health, wage and hour regulation, unemployment compensation, and plant closings. Less extensive coverage of union-management relations, workers compensation, employment discrimination, and employee benefits.

Evidence (2500)

Studies the theory and practice of the Rules of Evidence. Emphasizes the analysis and interpretation of codified rules and common law principles pertaining to foundation, relevancy, character evidence, privileges, witnesses, expert testimony, scientific evidence, hearsay, authentication of real evidence, and documentary evidence. Designed to facilitate understanding of the uses of evidentiary rules in the preparation and trial of cases in state and federal courts.

It is recommended that students take Evidence prior to or concurrent with Advocacy.

Income Tax (2600)

Examines the fundamentals of federal income taxation, including gross income, deductions and credits, assignment of income principles, methods of accounting, gains from dealings in property, non-recognition, capital gains and losses, and tax procedure.

Insurance Law (4340)

Examines the law relating to insurance contracts, with a focus on how to read, analyze, and work with insurance policies. The course concentrates on the law governing construction of insurance policies, and attention is given to analyzing the major issues raised by various types of insurance policies, including analysis of coverage provisions and exclusions, conditions of coverage, the effect of representations, and insurer liability.

Intellectual Property Foundations (5101)

This course is designed for students who intend to be general corporate commercial attorneys and not specialists in intellectual property. The course is designed to give such a student a general background in all of the major areas of intellectual property including patents, copyrights, trademarks, trade secrets and publicity. The course content may change to be responsive to the needs of a corporate attorney. Students who take this course may elect to take other intellectual property courses. Concepts covered wi11 include the basic elements of patentability, the scope of the patent right, basic issues in copyright protection including originality and infringement, the nature of the trademark right including the substantive elements of trademark protection, the scope of the trademark right, dilution, infringement and remedies.

Sales (2301)

Covers basic principles and policies of the Uniform Commercial Code; the creation of an enforceable contract for the sale of goods, including the statute of frauds and the parol evidence rule; the performance and enforcement of the contract, including remedies for non-performance and breach of warranty; rights of an unpaid seller; passage of title and defects in title; and risk of loss.

Real Estate Transactions (4930)

Studies various aspects of real estate development, including contracts of sale, buyer-seller rights and obligations, title insurance, Torrens System, and recordation of title. The course includes a comprehensive study of mortgages, including use of mortgages as a security interest in real estate, equitable mortgages, foreclosures, and rights of redemption. Other topics covered include surveys, contracts for deed, and mechanics' liens.

Small Business Practice: Skills Practicum (8900)

The Legal Practicum: Business Practice engages students in simulated learning experiences and exercises. Students practice law in two-person law firms under the supervision of faculty and tutors. The Legal Practicum: Business Practice course is designed to provide participants hands-on training representing a client in business matters through the start-up and ten-year life of a company. The ten-year lifecycle will unfold over three phases—each one a separate course—spanning two semesters. Phase I addresses start-up and initial capitalization of the new business (5 credits). Two Additional Phases are in development and will be offered at a later date—they are: Phase II (stabilization and growth; 3 credits) and Phase III (disposition of owner’s interest; 2 credits). Student attorneys resolve a number of business-related issues for the client, such as representation agreements, ethics, negotiating purchase agreements, contracts, business planning, employee plans, developing finance and tax plans, re-zoning, intellectual property and product liability. Students interview the client, negotiate with the client and others, investigate facts, draft documents and prepare research memos and briefs. Each week, the student law firms attend seminars on business related issues and continuing developments in representing business clients. Students must complete a 235-hour minimum requirement for Phase I. Limited enrollment.

This course satisfies the Advanced Research and Writing Requirement.

Clinic - Business Law Clinic (8212)

Students work with practicing business and corporate lawyers to provide legal advice to eligible small business clients referred by community organizations. Students may have the opportunity to work with clients in a variety of business law matters that affect the small business owner, including choice of business entity; drafting formation documents; contract drafting; corporate dissolution; lease negotiations; employment law matters; and non-profit incorporation.

Closely Held Businesses (3475)

Considers some of the major issues involved in forming and operating a business whose ownership interests are not publicly traded. Entities considered include close corporations, limited liability companies (LLCs), general partnerships (including limited liability partnerships), and limited partnerships (other than publicly-traded limited partnerships). Coverage varies, with topics selected from among the following: the concept of a closely held business, formation mechanics (public filings, agreements among owners, agreements with major lender), capital structure and pay-out mechanisms, management structure and fiduciary duties among owners; liability shield issues (guaranties, choice of law issues), exit issues (transfer restrictions, voluntary and involuntary exit, owner exit and owner guaranties of entity debt), claims by creditors (charging orders, impact of UCC Article 9, divorce and the closely held business owner), the role of the lawyer (issues relating to ethics, lawyer-client privilege and aiding and abetting liability), how regulatory law affects closely held businesses (e.g., whether owners of closely held businesses are "employees" for purposes of federal employment law). Tax and securities law issues are covered in other courses and are not central to this course.

Business Buy/Sell Transaction Simulation (4640)

This is a course covering a single buy/sell transaction emulating the experience that a second year associate in a law firm with substantial corporate work would gain under the supervision of a senior partner. The class, limited to 8 students, will be divided into two groups of four, and within each group two students will be assigned as counsel to the seller and two to the buyer. Student pairs will start with client instructions, and then prepare a retention letter and a letter of intent. They will then receive a box of responsive necessary and appropriate documents, and undertake a full due diligence review. Based on this review each pair will generate a list of issues to be researched and then generate a memo to the senior partner on each such issue. The documents will be seeded with a series of problem issues some of which will require substantial research memos. Ethical issues will be included. Each pair, based on their prior research, will generate a strategy and risk assessment, leading to a first draft of a proposed buy/sell agreement. Drafts will then be exchanged with the matching pair. A list of "difference" issues will be generated leading to revision of strategy and further research as required. The matching pairs will then meet in a first negotiating session. Unresolved difficulties will be reserved for further consideration and discussion at the continued negotiating session the following week. Following the second negotiating session each pair will report to the client and received further client instructions. The matched pairs will then agree on the buy/sell agreement. In the pre-closing period each student pair will review post-agreement additional information and begin the drafting of closing documents. These draft documents will be finalized and exchanged. The formal closing will follow and thereafter the preparation of the documents to be filed.

Any student who completes the course satisfactorily will have well met the standards for long paper certification.

Securities Regulation (5370)

A survey of the 1933 and 1934 Acts, including the concept of a "security," registration requirement under the Acts, exemptions from registration, periodic reporting requirements, and a study of insider trading and securities fraud.