This dispute resolution course develops skills and methods that make attorneys effective in the practice of law. Modules cover negotiation, mediation, and arbitration. Each module has one or more simulations. Students role-play as lawyers, complainants, respondents, or witnesses.
Sequence and Prerequisites: None.
Evaluation: The course has multiple short writing assignments due at the end of the course. The course does not have an exam, nor a research paper. Assignments are structured as responses to specific questions. These papers encourage students to evaluate class simulations in light of casebook readings that explain theory and practice.
Course Classification: Experiential
This course affords more detailed analysis of a variety of issues students initially encounter in first-year civil procedure with particular attention to the problems of larger, more complex cases. Beginning with an examination of the fallout (in the form of proposals for reform) from the litigation “boom” of the last twenty years, it turns to problems of joinder and consolidation of cases and considers these devices for trying to resolve all disputes arising out of a single event or series of events in one litigation. In particular, substantial attention is given to the functioning of the Judicial Panel of Multidistrict Litigation, which often accomplishes such agglomeration. Against this background, the course turns to the many problems raised by class actions. Using the explosion in the filing of asbestos cases in state and federal courts as a case study, the course affords students the opportunity to evaluate the various joinder devices currently available – and some that are proposed – for resolving these cases.
The course then examines a variety of issues that may arise in complex civil litigation, including discovery issues such as the scope and waiver of evidentiary privileges, the use of protective orders, and the consequences of the growing inclination of federal judges to limit or manage discovery. If time permits, the course also addresses other procedural problems, including implementing remedies in complex litigation, judicial involvement in the settlement process and in the award of attorneys fees, and res judicata/collateral estoppel issues as they arise in complex cases. Finally, the course may briefly consider alternatives to litigation (ADR) that have received increasing attention recently.
Sequence and Prerequisites: Successful completion of Civil Procedure I.
Evaluation: Administered final examination
This course examines the legal fundamentals of real estate transactions. During the semester we study legal concepts in a real estate transactional setting that incorporates traditional course materials, case studies, real life transactions, and guest lectures designed to provide a practical “hands-on” approach to real estate law. We explore a broad range of current sophisticated real estate transactions relating to residential and commercial purchases, sales, leasehold interests, common interest communities, ownership, financing, brokerage, land use and development. In navigating through multiple real estate transactions, students are engaged in detailed discussions concerning real estate contracts, required disclosures related to physical conditions of real property, deed forms, manner of taking title, descriptions of real property and the closing process. We also discuss the legal implications that contractual private and legislative public restrictions have on individuals’ real property rights and discuss public policy arguments related to private owners’ legal rights.
Real Estate Transactions is the core course in the real estate law curriculum.
Sequence and Prerequisites: None
Evaluation: Course grades will be based on a combination of Transaction Document Preparation (25% of grade) and Final Exam (75% of grade). Grades may be positively influenced by preparation for and participation in class discussions and negatively influenced by poor attendance or lack of preparation.
This course provides an introduction to the laws governing business entities (firms). To conduct business, resources possessed by various people (e.g., capital, managerial skills, labor, etc.) must be pooled together. Firms enable people to pool their resources to advance a common goal, allowing efficient utilization of these resources while preventing one person or group from exploiting others. Business association law is about facilitating cooperation – and resolving conflict.
The course begins with an examination of the building block of firms: the agency relationship, in which one person acts on behalf of another and subject to the other’s control. We will study agency’s internal governance (the rights and obligations between the agent and the person on whose behalf the agent acts – the principal), as well as agency’s external governance (the rights and obligations between the agent or the principal and a third party with whom the agent interacted).
Then we proceed to study the firm: a more complex relationship in which there are multiple “principals”, or co-owners. After a survey of types of firms (the corporation, partnership, LLC, etc.), we will again consider the firm’s external governance (including limited liability and veil piercing) and internal governance (which is sometimes called corporate governance). As we will see, the law for firms is based on that of agency relationships, but more elaborate and occasionally different to address the increased complexity of having multiple co-owners.
Sequence and Prerequisites: Business Associations is the first course in the Corporate Law curriculum and has no prerequisites. It is a prerequisite for some advanced business law courses.
Evaluation: This course is taught by multiple professors. Each section will provide for a specific evaluation method including take-home examination or final administered exam. Please be sure to check the semester final examination chart for specific details regarding each section.
This course deals with the law and economics of government control of business structure and behavior under the Sherman, Federal Trade Commission and Clayton Acts. Among the problems covered are those posed by monopolies, mergers, collaboration in pricing and other business behavior, exclusive dealing and tying arrangements and dealer franchises.
Sequence and Prerequisites: None
Evaluation: Examination
This course examines issues concerning the financing of commercial real estate investments. The course is divided into three parts. The first part introduces real estate as a vehicle for investment. Among the topics are the risks and potential rewards of investing in real estate, the financial and tax considerations that affect investment in real estate, and the nature of a real estate mortgage. The principal focus of the second part of the course will be long-term and construction financing, with particular emphasis on the terms of “permanent” and construction loan commitments. The third part of the course deals with issues that may arise upon the borrower’s default. Among the likely topics are the lender’s remedies outside bankruptcy, techniques for concluding a successful nonbankruptcy workout, and the Bankruptcy Code’s treatment of lenders, lessors, and tenants.
Sequence and Prerequisites: None
Evaluation: Administered final examination
This is the foundational course for the study of the federal Bankruptcy Code and the legal regulation of debtor-creditor relationships. The course will cover both individual and corporate bankruptcy, and both liquidation and reorganization cases. Some attention is paid in the first part of the course to non-bankruptcy collection law. Topics covered may include the commencement of bankruptcy cases, eligibility for bankruptcy, property of the bankruptcy estate, the automatic stay, executory contracts in bankruptcy, claims and priorities, avoiding powers of the bankruptcy trustee, discharge of debts, and exemptions.
Sequence and Prerequisites: None
Evaluation: This course will be evaluated by final examination.
This course covers the corporate law aspects of mergers & acquisitions (M&A). M&A is usually a major event in the life of a firm. For the acquirer M&A often involves a major change in the scale and scope of business activities, while for the target firm M&A is often an endgame in which shareholders are enticed by generous compensation to part with their investment in the target. For both sides, the stakes are high. Because of the high stakes, corporate clients on both sides of the deal (as well those representing third parties who want to facilitate or thwart the deal, for their own reasons) are willing to pay a high premium for top notch legal representation. This makes M&A an attractive practice area for lawyers as well as a fast-developing field in which creative lawyers constantly develop new legal innovations to help their clients outmaneuver opponents.
At its core, the law of mergers and acquisitions is a high-stakes corporate governance issue: while acquirer and target maneuver against each other, there is also an internal battle between the shareholders and management of each firm. Shareholders need their management to present a united front against potential acquirers, who could otherwise exploit divisions between shareholders to buy the firm for a pittance. But management may have its own incentives, such as keeping their jobs or receiving generous golden parachutes. Shareholders rely on corporate governance mechanisms to keep management accountable, and some shareholders use these mechanisms to leverage their own agendas in the M&A negotiations. For this reason, the first half of the course focuses on mechanisms of corporate governance. We then examine the legal mechanics that are specific to M&A deals (studying applicable Delaware and Federal laws). Finally, we study the practice of M&A deals, from the strategic maneuvering of the various parties (“the M&A dance”) to the crafting of the acquisition agreements.
Sequence and Prerequisites: Business Associations I is a prerequisite.
An M&A practitioner would significantly benefit from knowledge of tax law, antitrust law, so students planning to become M&A specialists should consider studying these fields either before or after the M&A course. However, knowledge of these fields is neither required nor expected for the M&A course.
Evaluation: Grades in the course will be based on a take home final exam.
This course provides a broad overview of securities litigation and enforcement. It considers private suits by individual investors, private class actions under federal securities laws, and government enforcement proceedings. Topics include the substantive elements and structure of § 10(b) fraud suits, insider trading liability, procedural issues in private actions, and governmental investigations and enforcement actions.
Sequence and Prerequisites: None
Evaluation: This course will be graded based on class attendance and participation, short written assignments, and a short paper about a current issue in securities litigation/enforcement at the end of the course.
The course provides an overview of critical legal issues under Japanese law that must be considered if a U.S. company plans to do business with Japanese counterparts. Students should learn how differences and similarities in culture and law influence legal risk management in international business involving individuals and companies from the U.S. and Japan. They should also learn some basic elements of comparative law as a method of analyzing and understanding differences in legal cultures and legal systems.
During Phase I, the instructor will present a summary of the basic Japanese business laws, permitting a broad comparison of the two legal systems in their judicial system, contractual relationship, labor regulations, business vehicles, competition and intellectual property .
Phase II will be devoted to students’ in-class discussions on real cases, led primarily by a U.S. lawyer, of these differences and similarities from the perspective of comparative law. The Japanese instructor will offer his own views on the issues discussed from the standpoint of a Japanese lawyer.
Sequence and Prerequisites: None
Evaluation: Grades are based primarily on a take-home examination (90%), in addition to class attendance (10%).