Commercial, Business & Labor Law

6250 Corporations (4) D. Clarke, Cunningham, L. Fairfax, Manns, D. Mitchell

Corporate law, with emphasis on operations and financing of corporations. Control of corporations; action by corporate directors, officers, shareholders. Control devices. Directors’ and shareholders’ duties of care and loyalty, insiders’ transactions in shares of the corporation. Derivative suits, kinds of shares, dividends, corporate distributions. (Examination)

6252 Securities Regulation (3) Manns, Sibay, Webb

Survey of federal and state laws governing the offering, distribution, and trading of securities. Focus on federal laws and regulations, in particular the Securities Act of 1933, the Securities Exchange Act of 1934, and the enforcement of these laws by the SEC and private parties. Prerequisite: Law 6250. (Examination or take-home examination at the instructor’s discretion)

6254 Corporate Finance (2 or 3) Turilli

General introduction to finance theory; problems in the issuance and reacquisition of corporate securities; analysis of various types of securities; problems involved in the use of debt and payment of corporate dividends; and financial analysis of mergers, acquisitions, recapitalizations, dissolutions, and liquidations. Prerequisite: Law 6250. (Examination or take-home examination at instructor’s discretion)

6256 Takeovers and Tender Offers (2) Mahon

Federal and state regulation of corporate takeover bids and tender offers, including theories of corporate acquisitions, the Williams Act, and regulation of takeover tactics and defenses. Prerequisite: Law 6250. (Examination)

6259 Venture Capital Law (2) Schwed

Theoretical and practical perspectives on the venture capital and buyout marketplace. Legal, business, economic, and financial issues that are part of the legal documentation supporting venture capital and buyout transactions. Dynamics of organizing a venture capital or buyout fund; organizing, structuring, financing, managing, and exiting venture capital–backed companies. (Class projects and takehome examination)

6260 Regulation of Mutual Funds and Investment Advisers (2) Ragen

Applicability of the Investment Company Act of 1940 to particular business activities that may bring an entity within the statutory definition of investment company; litigation as to fees; policy considerations relating to front-end loads; SEC regulations regarding advertising and promotion; restrictions on activities by affiliates; and current SEC disclosure requirements. Applicability of the Investment Advisers Act of 1940 to activities of individuals and entities; procedures for compliance; First Amendment issues raised by SEC enforcement actions; and civil liability under the antifraud provisions of the securities laws. Recommended: prior or concurrent enrollment in Law 6250 and 6252. (Examination or research paper with permission of the instructor)

6261 Regulation of Derivatives (2) W. Davis, Waldman

Laws and regulations affecting derivatives trading, primarily financial futures and options markets. Jurisdiction of the Commodity Futures Trading Commission. Securities and commodities statutes and regulations; registration and regulation of commodity market participants; administrative and injunctive enforcement powers involving violations of the Commodity Exchange Act. Developments in self-regulation, and foreign market access. (Examination)

6262 Corporation Law Seminar (2) Cunningham, D. Mitchell

Analysis of the nature and role of the business corporation in the U.S. and transnational political economy; evolution of the corporation and the political economy; impact of technological change; reasons for and consequences of the growth of large corporate enterprises; role of entrepreneurs in the political economy; relationship of corporations to government and other centers of power. (Research paper)

6264 Securities Law Seminar (2) L. Fairfax, Borden

Selected topics in corporate and securities law practice and theory to be announced at the time of registration. Enrollment is limited. Prerequisite: Law 6250. (Research paper)

6266 Labor Law (2 or 3) Craver, Babson

Law governing labor-management relations, organizations and representation of employees, regulation of economic weapons, enforcement of collective bargaining agreements, inter-union and intra-union relations. (Examination)

6268 Employment Law (2 or 3) Selmi, Datz

Individual rights and obligations in employment; survey of common law and statutory regulation of the individual employment relationship from its inception to its termination; emphasis on current developments such as wrongful discharge, medical screening, employer-provided health insurance and child care, occupational safety and health, workers’ compensation, and retirement issues. (Examination or takehome examination)

6270 Labor and Employment Arbitration and Mediation (2) Jaffe

Theory and practical application of alternative dispute resolution (ADR) processes in labor and employment disputes in the private and public sectors. Comparison of labor arbitration, employment arbitration, and mediation, including development; differences in procedure, practice, ethics, and legal standards; appropriate selection of processes; confidentiality issues; and hybrid processes. Review of unique substantive and procedural issues that arise in workplace ADR. Recommended: Law 6266 and prior or concurrent enrollment in Law 6268. (Graded simulation exercises and written assignments in the roles of advocate and/or arbitrator/mediator) (Skills)

6272 Employee Benefit Plans (2) Mackiewicz, Menasco

Pre-ERISA benefit plans, the federal labor law governing those plans, and the conditions that led to the passage of ERISA and its effect on Taft–Hartley plans. Practical realities of collectively bargained benefit plans; preemption of state law and interplay of various federal laws; roles played by union and employer both in the context of individual bargaining of employee benefits and in the context of the employer and the union as trustee of a benefit plan; rights of participants and beneficiaries under the plan and under the collective bargaining agreement; rights and obligations of contributing employers; and termination and withdrawal issues, including plant shutdowns and bankruptcies. (Take-home examination)

6280 Secured Transactions (2 or 3) Wyrsch

Introduction to arrangements that improve access to credit for individuals, businesses, and governments. Traditional credit transactions, including signature loans and sales on general credit, loans supported by collateral, secured credit sales and floor plan financing, leases, consignments, and credit card transactions. More complex transactions involving the securitization of mortgages, credit card receivables, and automobile paper (structured finance), as well as loans supported by stock, bonds, and deposit accounts. The structure of transactions consistent with Article 8 and 9 of the Uniform Commercial Code and the benefits and risks inherent in these arrangements. (Examination)

6281 Secured Transactions and Commercial Paper (4) Maggs

This course is a combination of the Secured Transactions (6280) and Commercial Paper—Payment Systems (6282) courses. Students may not earn credit for this course and either Secured Transactions (6280) or Commercial Paper—Payment Systems (6282). (Examination)

6282 Commercial Paper—Payment Systems (2 or 3)

Classic view of negotiable instruments as codified by Article III of the Uniform Commercial Code. Check collection: the system in theory as expressed in Article IV of the Uniform Commercial Code and the system in practice; Federal Reserve regulations, Clearinghouse agreements, and automation systems. The dual banking system, work of the comptroller general and the Federal Reserve Board. Legal problems concerning interest and the checkless society. (Examination)

6283 E-Commerce (2) Burr

U.S. law affecting electronic commerce. Formation and terms of electronic contracts; voluntary compliance with regulations by e-merchants; mass marketing and consumer protection; payment on the Internet and cybercash; the jurisdiction of private parties to sue and of public authorities to regulate e-merchants; privacy; and intellectual property and taxation issues. (Examination)

6284 Creditors’ Rights and Debtors’ Protection (3 or 4) Galston, Redmiles

Creditors’ remedies and debtors’ protections under state law: writs of attachment, garnishment and execution, acquisition of liens and forced sales of property, self-help arrangements, and security agreements. Bankruptcy under federal law: who may file, the creation and administration of the bankruptcy estate, powers of the trustee, discharge of debt; rehabilitation plans for individuals under Chapter 13. (Examination)

6285 Business Bankruptcy and Reorganization (3) D. Mitchell, Baxter

Legal and financial aspects of business reorganization under Chapter 11 of the Bankruptcy Code. Topics include, but are not limited to, the rights of secured and unsecured creditors, automatic stay, treatment of executory contracts, avoidance of pre-bankruptcy transactions (e.g., fraudulent conveyances and preferences), alternatives to reorganization, and the financial restructuring of businesses in Chapter 11. Prerequisite: Law 6250. (Examination, or take-home examination and writing assignments)

6286 Consumer Protection Law (3) Fair

Common law doctrines and Federal Trade Commission case law regarding truth in advertising, consumer privacy, and financial transactions. Statutes to be considered include the FTC Act, CAN-SPAM Act, Children’s Online Privacy Protection Act, Fair Credit and Reporting Act, Truth in Lending Act, Fair Debt Collection Practices, Lanham Act, and state unfair or deceptive practices statutes. Comparison of regulatory and remedial techniques available through case law, general statutory provisions, and specifically targeted technical statutes; public and private enforcement mechanisms, including consumer class actions, competitor lawsuits, and alternative dispute resolution. (Examination or research paper, with permission of the instructor)

6290 Banking Law (3) Manns, Wilmarth, Buchman

Federal regulation of the financial services industry, especially commercial banks. Includes an analysis of the Federal Deposit Insurance Corporation as insurer of deposits, receiver, and liquidator of troubled banks; the role of the Comptroller of the Currency as the primary federal regulator of national banks, including the chartering function, bank examinations, analysis of classified loans, capital adequacy, and enforcement of substantive federal legislation; operation of the Federal Reserve System under the Bank Holding Company Act and the various substantive regulations such as Reg. B (equal credit opportunity), Reg. J (check collection), Reg. M (consumer leasing), Reg. Q (deposit rate regulation), Reg. O (insider loan limits), Reg. E (electronic funds transfer), and Reg. Z (truth in lending); geographic deregulation and the trend toward interstate banking; and an analysis of financial services product deregulation and unification of the industry along functional lines. (Examination; research paper or take-home examination, at the instructor’s discretion)

6292 Banking Law Seminar (2)

Selected topics in banking law to be announced at the time of registration. Enrollment is limited. (Research paper)

6293 Admiralty (2 or 3) Hyde

The maritime law applied in federal and state courts; admiralty jurisdiction and practice; litigation and arbitration; making uniform law by international convention. The U.S. law of seamen, shoreside workers, and personal injury and death in navigable waters; maritime liens and ship mortgages; carriage of goods by water; collisions at sea; salvage, general average, and limiting liability for private damage and environmental harms. (Examination)

6294 Unincorporated Business Organizations and Agency Law (2 or 3) Wyrsch

Nature, formation, financing, operation, and termination of general partnerships, limited partnerships, limited liability partnerships (LLPs), and limited liability companies (LLCs). Major agency law issues, including the nature of an agency relation, fiduciary rights and duties, and the potential contractual and tort liability of principals to third parties for the actions and inactions of their agents and independent contractors. (Examination)

6295 Sports and the Law (2 or 3) Carter

Survey of sports regulation as it affects amateur and/or professional athletes. Topics include the NCAA regulatory structure; agent regulation; and legal representation of professional athletes in contract negotiation with sports franchises and in other contexts. (Research paper and class projects or examination)

6296 Business Planning (2 or 3) Cooney, Eule, Press

Integrated study of corporate, tax, accounting, and securities law aspects of the following: choice and formation of a closely-held business entity; structure of equity and control of a corporate entity; providing for changes in stock ownership; providing for the mid-life of a corporation, including buy-outs and recapitalizations; and analysis formulation of planning for a corporate acquisition. Analysis of hypothetical problems and practical solutions and insights into the practice of the business lawyer. Prerequisite: Law 6250 and 6300. Law 6302 or equivalent is recommended. Enrollment is limited. (Problem assignments) (Skills)

6298 Insurance (2 or 3) Mayerson

General liability, product liability, property, business interruption, fidelity, and coverage of directors and officers. The duty of insurance companies to defend their insureds and to settle cases brought against them. Mass tort liabilities and other severe liability exposure. General principles of law applicable to property–casualty insurance, insurance regulation, insurance bad faith, and reinsurance. (Examination)

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