Business-Commercial

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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.

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. 

Co-Requisite: Corporations

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."

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 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).

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.

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.