Business Law Courses

The recent explosion of Artificial Intelligence (“AI”) demands that lawyers engage and understand the opportunities and risks posed by AI for clients and the legal industry. The purpose of this seminar is to equip students with the knowledge and skill set to address that intersection of AI and the law. To do this, the seminar will focus on a number of AI-related legal issues, ranging from what governmental agencies are and will likely be regulating AI to a discussion of data privacy, intellectual property rights, and contract and tort liability issues arising from the use of AI.

The seminar will be taught by two lawyers who work with AI issues on a regular basis. From the in-house corporate perspective, the seminar will be co-taught by Ben Odom who is vice president of Business & Legal Affairs for NASCAR. From the law firm perspective, the seminar will be co-taught by Rich Harper who is partner-in-charge of the New York office of Baker Botts, L.L.P.

A study of judicial decisions construing and applying the federal antitrust laws ( i.e., Sherman, Clayton, Robinson-Patman, and Federal Trade Commission Acts) to the control of the competitive process in the American economy.

A comprehensive study of the legal principles governing the relationship of debtors and creditors, with primary emphasis on federal bankruptcy law and focus on the rights of unsecured creditors. Traditional state remedies such as attachment, garnishment, execution, fraudulent conveyance and debtors' exemptions also are covered.

In an era defined by rapid technological innovation, the relationship between technology and civil liberties has become an issue of increasing debate and concern. Are social media companies a blessing or a curse to public discourse? Are Facebook and X (formerly Twitter) a public forum, publisher, a platform or something else? Is it appropriate that social media companies cannot be sued for posts attributed to their users, even when those posts can destroy reputations and lives? With the ubiquity of smart phones, can anyone meaningfully escape surveillance and tracking? Does remote work necessarily mean that employees live at work now? What are the consequences of the gig and sharing economy for consumer protection and data privacy? What are the consequences of technological innovation in the criminal justice system? Does AI really pose a threat to human survival? Or is it gene editing? And lastly, which branch of government is best equipped to decide these issues?

These and other questions will be explored in-depth in this seminar, which will be part of a seminar series by the new Institute for Law, Technology and Innovation.

This course covers the organizational law of small businesses, particularly those with relatively few owners or shareholders. It introduces and compares different types of legal organizations commonly used by small businesses, such as general partnerships, limited partnerships, closely held corporations, and limited-liability companies (LLCs).

Topics include the formation of business organizations, the rights and duties of owners and managers, and the breakup of businesses. The course also covers the law of agency -- that is, the law that addresses the rights and duties that arise when one person acts for another.

The course will fully analyze (1) the substantive federal and state laws and regulations concerning deceptive, unfair, and abusive business acts and practices (“UDAAP” and “Little FTC Act”) and (2) the role of the federal and state governmental agencies in enforcing those laws and regulations. The final weeks of the course will involve a hypothetical federal governmental investigation, where the student will play the role of defense counsel for the target of the investigation.

Prerequisites: Corporations

An advanced corporate course designed to develop students' awareness of the range of legal issues involved in the public and private funding of the activities of a corporation or similar business entity. The course provides a basic analysis of commercial loan agreements; stocks, bonds, and other securities; mergers and acquisitions; corporate capital structure; and enterprise valuation.

This seminar focuses on corporate governance and the financial crisis. Specifically, we will examine the institutions, financial products, markets, and economic theories at the core of the recent financial crisis. Then, we will explore how, if at all, corporate law and related disciplines played a role in the crisis and/or should play a role in regulating financial firms and markets. Topics will include traditional fiduciary obligations, the shareholder empowerment movement, executive compensation, the legislative/regulatory response to the crisis, and the question of "too big to fail."

This seminar examines recent developments in corporate governance and compliance. Topics will include the following: the relationship between boards, corporate executives and employees; common and conflicting interests among different types of investors, including those between activist hedge funds, passive index funds, and traditional institutional investors, and those between common stockholders, preferred stockholders and debt holders; regulatory compliance and risk management issues faced by corporations; financial crimes and corporate crimes; and a series of recent topics in employment law, cybersecurity, social justice, and AI and machine learning that impact corporations and their relationships with different stakeholders. Students can use this course to fulfill their upper-level writing requirement and the writing requirement for the Business Law Certificate. 

Co-Requisite: Corporations

The purpose of this seminar is to study selected corporate law and finance issues from the perspective of law and economics, including: fiduciary duties, shareholder activism, executive compensation, takeovers, securities fraud, capital structure decisions and the Efficient Capital Markets hypothesis. We will pay special attention to the incentives of corporate participants to behave strategically and the relative effectiveness of markets and legal rules in reducing the level of inefficient strategic behavior. This course may fulfill the upper-level writing requirement. 

An introduction to the language and law of business organizations, including agency, partnership, and business corporations. Topics include formation and structure of the corporation, power and fiduciary responsibility of management, rights and liabilities of shareholders, corporate capital structure and finance, shareholders' derivatives litigation, acquisitions and tender offers, and insider trading. Federal securities law is introduced. 

The purpose of this seminar is to study the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. Issues covered include: the causes of financial crises; the role of governments in regulating financial institutions, and of markets in meeting regulatory shortfalls; coordination between international financial regulators; the “too-big-to-fail” problem; risk management; financial derivatives, including mortgage-backed securities and other asset-backed securities; the role of rating agencies; the regulation of hedge funds; and consumer protection. We will study how the Dodd-Frank Act addressed each of these issues. This course may fulfill the upper-level writing requirement.

More information coming soon!

This course covers basic legal principles and their applicability to insurance generally. Construction of contracts, government supervision, insurance practice and litigation, and industry organization are reviewed.

Prerequisites: Business Associations (or Corporations)

This is an advanced course in the law of mergers and acquisitions. The course will start with fundamental financial theory and proceed to examine the applicable state and federal law. (For this purpose, the only state that really matters is Delaware, although from time to time the law of other commercially important states will also appear.) The course will be most useful for students who intend to practice with a firm or government agency representing or regulating large publicly traded corporations (or with a plaintiffs' firm that brings class or derivative actions against such corporations.) It may not be useful to students who already know that their practices will not involve publicly held corporations, although they are of course welcome to take it.

This is a 2-credit class surveying the comprehensive law of nonprofit organizations. The course will begin with an overview of the nonprofit sector and provide an understanding of the various dimensions and rationales for nonprofit organizations. We’ll then dissect the legal framework of these organizations, including formation, dissolution, and restructuring; operation and governance; and state and federal requirements for existence. The course will conclude with a discussion of the taxation of charitable organizations, the impact commercial activities have on exempt status, and special constitutional issues private membership associations face.

This course will be a hands-on approach to real estate transactions including: residential and commercial real estate closings, title search review, and the lien and foreclosure process. This will include preparation of the real estate contract for purchase and sale, including analysis of the FARBAR Contract and As-Is Contract; practical review of online searches to include entity searches, public records searches and property tax searches. Closing documentation, including various real estate documentation to handle individual and entities in the role of the buyer or seller, to include resolutions and defining the parties and their authority. We will also explore contract remedies, allocating title risk by contract and deed, land descriptions, and title products. The financing options will be explored and preparation of loan documentation such as promissory note, mortgage and other loan documents. The foreclosure process will be reviewed with preparation of pleadings, complaint, lis pendens, and receivership pleadings. Samples will be provided and analyzed to fit the factual scenarios as analyzed in the classroom.

In this seminar, students will explore several of the most newsworthy developments in corporate governance as of late, spanning across boardroom dramas, legislative developments, and the impact of the ever-evolving imperatives of financial investors and strategic investors alike. Topics will include: the struggle over OpenAI, its atypical ownership and governance structure, and alternative structures; the collapse of Silicon Valley Bank and how it may be explained in part by the corporate governance of the bank itself and its depositors/borrowers; controlling shareholders and Shari Redstone’s struggle over CBS-Viacom (for which we’ll plan to invite a guest speaker); shareholder activism with an emphasis on hedge funds (for which we’ll plan to invite a guest speaker); state competition for incorporation outside of Delaware and the policy reasons and business case underpinning this; board composition, debates over the combined chairperson-CEO role, and teasing out director independence. Students will prepare for classes by reading law review articles and other legal analyses, news articles, and case studies. The course will be graded on the basis of class participation, weekly submission of discussion questions or responses as assigned, and primarily a final take-home writing project. Grading will be pass-fail.

Co-requisites: Corporations OR Closely Held Business Organizations

A study of the regulation of securities under the federal securities laws. Topics include registration of public offerings, exempt sales, insider trading, anti-fraud rules, mergers and tender offers, and the professional responsibility of securities lawyers.