Curriculum Guide · Curriculum

Almost all our students take the basic course in Corporations, usually in their second year. The course is a prerequisite or recommended prior course for all the other corporate and securities law courses in the curriculum. Even students who have no intention of becoming corporate or general business lawyers should take Corporations because, regardless of their specialty, they will need a basic understanding of the legal regimen under which corporate business is conducted.

A corporate law practice can vary substantially in both the degree of emphasis and the type of practice. In selecting courses in the corporate area, students should be aware that some large law firms may expect their attorneys to spend all or almost all their time in transactional work while others may emphasize corporate and securities litigation. Corporations also may offer full time, in-house legal practice that will involve both transactional work and day-to-day responses to many legal questions that corporations face. In the second year of law school, a student usually does not know whether he or she will, or would like to, practice on mega-deals for large corporate clients or on general corporate issues for small family or closely-held companies. Students contemplating a Wall Street practice (whether or not in New York) will probably want to have more exposure to corporate finance, securities law and international issues than will those who anticipate becoming corporate generalists dealing with the daily issues that arise in the operations of a corporation, such as employment disputes and routine business negotiations. The Law Center offers corporate law and related courses for both groups, and thus students are able to remain flexible in their goals.

Courses

There are usually six or seven sections of Corporations taught each academic year. The professors generally teach the same basic course, although their coverage and emphasis may vary slightly.

Securities Regulation covers both the Securities Act of 1933 and the Securities Exchange Act of 1934 as well as an overview of the work of the SEC. Those who want to be corporate generalists should seriously consider Securities Regulation because of the pervasive impact the federal securities laws have upon corporate financing by small business and large corporations as well as on corporate acquisition transactions and the securities markets in general. In addition, Securities Regulation is a highly instructive example of the methodology and gradual development of a mature and largely successful regulatory scheme on the federal level. It also provides an excellent opportunity to engage in a close analysis of a statutory regime. Finally, the economics of disclosure and liability rules and the workings of an efficient market are important to the generalist.

Corporate Finance examines corporate finance and economic theory. It is useful for those wanting to be specialists in corporate law, although it takes a theoretical rather than a doctrinal approach to much of the material. Specialists should consider taking both Securities Regulation and Corporate Finance. Generalists probably can omit the latter.

At last count, the Law Center offered more than 50 J.D. courses and seminars and graduate courses in corporate law and securities regulation. The latter are open to J.D. students, although very few actually take them each year. We suggest that J.D. students study the graduate offerings carefully because they provide a rich variety that is not available in the traditional J.D. courses. Although some courses are not offered every academic year (and others are added each year), the number, quality and scope of the offerings in the corporate field is matched at few other law schools. The courses and seminars range from those emphasizing small business and entrepreneurial-type deals [e.g., Business Planning Seminar; Structuring Venture Capital and Entrepreneurial Transactions] to medium-sized and large merger and acquisition transactions (i.e., Mergers and Acquisitions and Takeovers, Mergers, and Acquisitions in the graduate program). Some courses and seminars place a theoretical emphasis on certain structural, broad and long-term issues in the field [e.g., Advanced Corporate Law; Advanced Securities Regulation; Advanced Topics in Securities Regulation; Corporate Governance Seminar; Economic Justice Seminar; Securities Fraud Seminar], while certain graduate courses focus on the highly specialized regulatory aspects of their subject (e.g., Financial Derivatives Regulation Seminar; Futures Regulation and the Commodity Exchange Act; Introduction to Investment Management Law and Practice; Regulation of Securities Professionals and the Securities Markets).

Students seriously considering a career in corporate law should consider taking the course Professional Responsibility in Law Firm and Corporate Practice. The course, which meets the professional responsibility requirement, explores the ethical issues, tensions and dilemmas that arise in the representation of corporations. The mini-course Doing Well and Doing Good: Enhancing Pro Bono at Major Firms focuses on the tensions of large law firm practice and the public service obligation of the legal professional. Students in the seminar will develop a plan to enhance or introduce a pro bono project at a law firm.

Associated Areas of Study
Accounting is one of the most important areas of understanding for anyone contemplating a corporate law career. Those who have no accounting background should consider taking the one credit section of Accounting Concepts for Lawyers, which covers the fundamentals of financial accounting and addresses the accounting issues in the financial statements of publicly-held corporations. Two graduate courses, Financial Reporting and Accounting or Basic Accounting Concepts for Lawyers also address accounting of publicly-held corporations.

In addition to accounting courses, students contemplating a corporate law career should seriously consider other courses in the general field of the regulation of financial institutions, including Banking and Financial Institutions Regulation and Federal Regulation of Financial Institutions. These courses are important to an understanding of the future structure of financial markets.

Although not limited to corporate law problems, Administrative Law is valuable to corporate lawyers who will often find it important to understand the processes of lawmaking and application by the executive departments and independent regulatory agencies of government.

Taxation II (or corporate tax) is the advanced tax course taken most often by those who go beyond the basic tax course. Corporations should be taken before corporate tax or, if not feasible, concurrently with it. Taxation II provides an important background for corporate lawyers, even those who will practice with colleagues specializing in tax law. The course provides a very useful perspective -- a window with a good view into the private sector. It provides insight into the motivation for many transactions and why they are structured as they are. Moreover, it will help alert corporate lawyers to the tax issues that will require timely consultation with their tax colleagues.

Commercial law/bankruptcy, employment and labor law, and international law are areas of the law that corporate lawyers encounter from time to time. Students preparing for a corporate law practice should consider taking a representative sampling of courses in these related fields. Economic analysis is also an important element of corporate decision-making. Students without any prior training in economics should consider taking one or more of the Law Center’s law-and-economics offerings or other substantive courses -- such as Corporate Finance -- that cover economic topics systematically. The course in Federal White Collar Crime addresses the major substantive and procedural issues in “white collar” or business crime cases.

Full-time and Visiting Faculty:
Jeffrey D. Bauman
Chris Brummer
Michael R. Diamond
Richard D. Diamond
Viet D. Dinh
James V. Feinerman
Emma Coleman Jordan
Donald C. Langevoort
Julie Rose O’Sullivan
Milton C. Regan
Robert Thompson