Curriculum Guide · Curriculum
Corporate Law and Securities Regulation
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.
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
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:
Harrison Institute for Public Law: Housing and Development Clinic
Social Enterprise and Nonprofit Law Clinic
Accounting for Lawyers
Contemporary Issues in Economic Justice and Foreclosure Mediation Experiential Learning
Corporate Reorganization and Business Bankruptcy
Bauman, Jeffrey D.
Diamond, Michael R.
Diamond, Richard D. (Offered)
Dinh, Viet D.
Fairfax, Lisa (Offered)
Langevoort, Donald C. (Offered)
Regan, Milton C. (Offered)
Stevenson, Russell B. (Offered)
Thompson, Robert B. (Offered)
Counseling the Corporation in Crisis
Deals: The Economics of Structuring Transactions
Entrepreneurship and the Law: Evaluating Client Business Plans and Growth Strategies
Federal Banking Regulation: Modern Financial Institutions and Change
Federal Regulation of Financial Institutions
Federal White Collar Crime
Beale, Sara S.
Hardy, William J. (Offered)
Inglima, Philip T.
Kohlman, W. Gary (Offered)
Lynam, Terence J. (Offered)
Martz, Stephanie A.
O'Sullivan, Julie R. (Offered)
Olsen, Matthew G.
Government Enforcement Investigations: A Study at the SEC
In-House Counsel: Law and Practice
International Finance and Regulation
International Investment Law
Introduction to Accounting
Legal Ethics in Corporate Practice
Mergers and Acquisitions
Professional Responsibility in Law Firm and Corporate Practice
Basic Accounting Concepts for Lawyers
China's Financial Markets
Comparative Corporate Governance
Complex Derivative Transactions: Structure and Usage
Complex Securities Investigations
Developing & Financing Infrastructure Projects
Disclosure Under the Federal Securities Laws
Financial Reporting and Accounting
Forensic Accounting: Investigation of Fraud
Fraud and Fiduciary Duties Under the Federal Securities Laws
Futures Regulation and the Commodity Exchange Act
Global Commerce and Litigation
Global Securities Offerings
Implementation of Financial Market Reform Legislation
Initial Public Offerings
International Business Litigation and Federal Practice (Formerly: International Business Litigation in US Courts)
International White Collar Crime
Negotiating a Merger from Concept to Closing
Offshore Financial Centers: Use & Abuse
Pre-Negotiation Strategies for Cross-Border Transactions
Regulated Money Management: Mutual Funds and Investment Advisers
Regulation of International Securities Markets
Representing Corporations in Global Investigations, Enforcement Actions and Prosecutions by U.S. and Foreign Regulators (formerly: Representing Corporations in Cross-Border Investigations and Enforcement Actions by the SEC, DOJ and Foreign Regulators)
SEC Regulation of Financial Institutions and the Securities Markets
Securities Trading Regulation
Takeovers, Mergers, and Acquisitions
Duchovny, Daniel F. (Offered)
Gilligan, Joseph E. (Offered)
Heyliger, Adé K. (Offered)
Panos, Nicholas P. (Offered)
Venture Capital, Private Equity, and Entrepreneurial Transactions
Regulation of OTC Derivatives
Financial Products in a New Regulatory Environment
Hedge Funds, Private Equity Funds and Other Similar Investment Vehicles
International Banking in the United States
International Debt Workouts
International Oil and Gas Seminar
Introduction to the Regulation of Derivatives
Public Finance: Tax and Securities Aspects
Rethinking Securities Regulations & the Role of the SEC
Securities Arbitration and Mediation
Human Rights at the Intersection of Trade and Corporate Responsibility
Law & Entrepreneurship Practicum (formerly Social and Business Entrepreneurship Practicum)
Social Entrepreneurship & The Law Practicum
Advanced Corporate Law Seminar
Advanced Studies in Federal Securities Regulation: Policy and Practice
Business Planning Seminar
Bauman, Jeffrey D.
Laro, David (Offered)
Stevenson, Russell B. (Offered)
Trier, Dana L.
Corporate Governance Seminar
Corporate Responsibility for Workers in the Global Supply Chain Seminar
Corporate Transactions: Negotiating the Deal and Drafting the Documents
Emerging Growth Companies and Their Venture Capital Financing Seminar: Principles and Practice
Financial Regulation Reform Seminar
Globalization and Systemic Risk Seminar
Governance of Nonprofit Organizations
Information Technology Transactions: Strategy, Negotiations and Drafting
International Business Negotiations
International Finance Research Seminar
International Financial Regulation Colloquium
International Mergers and Acquisitions Seminar
Law Firm Economics and the Public Interest: Advancing the Commitment to Pro Bono Publico through Law Firms and Other Legal Institutions
Legal Delivery System in Transition: Changes, Challenges, New Models and Opportunities
Mergers and Acquisitions in Practice: Advising the Board of Directors
Non-Profit Organizations Seminar
Role of In-House Counsel at a Nonprofit
Sovereign Debt and Financial Stability Seminar
The Financial Crisis - An Examination of Its Causes and Policy and Regulatory Responses