Corporate and Commercial Law (CCLAW)

This course surveys the law of unincorporated business entities. The agency law part of the course will focus on agents' powers and responsibilities, liabilities of principals for acts of agents, and termination of the agency relationship. The partnership law part of the course will cover the fiduciary obligations of partners, partners' management and property rights, and part- nership dissolutions. The final part of the course will examine the "new" limited liability entities now provided for by the law of all states; with emphasis on the formation, organization, and dissolution of limited liability companies. Although not a prerequisite, this course is strongly recommended for students planning to enroll in Corporations.

Selected practical problems involving the planning of business transactions, with emphasis upon the small business enterprise, are examined. Topics include:organization of close corporations, partnerships and LLCs; employee compensation; sexual harassment and discrimination issues; executive hiring negotiations; and raising capital through the sale of securities. This course is strongly suggested for anyone who plans on representing businesses.

This course builds on the topics covered in Business Planning for Mergers and Acquisition I, and is based on the second half of Thompson, Business Planning for Mergers and Acquisitions: Corporate, Securities, Tax, Antitrust, International, and Related Aspects (2008). The course starts with an examination of leveraged buyouts, and then focuses on the drafting of various types of acquisition agreements. The course then looks at proxy contests and then turns to hostile takeovers and going private transactions regulated by the Williams Act provisions of the Securities Exchange Act of 1934. The course then looks at special topics in M&A, including spinoffs, international M&A, bank acquisitions, acquisitions of public utilities, bankruptcy acquisitions, joint ventures and ethics issues in M&A.

This course considers private business transactions that cross national boundaries. Topics include formation and enforcement of commerical agreements, forms of international transactions (e.g., agencies, distributorships, licensing agreements, franchising, and foreign subsidiaries), government regulation, electronic commerce, international and cross-cultural business negotiation and techniques for resolution of international business disputes (e.g., judicial procedure, arbitration, mediation).

This course will provide practical experience for students who wish to become transactional attorneys through business problems designed to allow them to identify relevant issues and draft documents resolving those issues.

Coverage of the principal laws that govern business transactions across international borders.

This course will focus on the regulation of commerical banks in the U.S., and will include an overview of the regulation of other financial institutions, such as insurers, securities brokers-dealers and investment companies.

This course considers private business transactions that cross national boundaries. Topics include formation and enforcement of commercial agreements, forms of international transactions (e.g., agencies, distributorships, licensing agreements, franchising, and foreign subsidiaries), government regulation, electronic commerce, international and cross-cultural business negotiation and techniques for resolution of international business disputes (e.g., judicial procedure, arbitration, mediation).

This course incorporates and expands the concepts derived from the basic Torts, Contracts, and Uniform Commercial Code coverage of products liability. Emphasis will be on the substantive and procedural law of contract, negligence, and strict liability developed by courts and administrative tribunals. Proposals for legislative reforms will also be studied.

This course will examine and debate a series of legal and regulatory issues raised by spectrum management, broadcasting, cable television, common carrier, Internet, resource allocation, and technology planning topics.