Business Law

  • LAW XB 813: US Contract Law
    This course covers legal and equitable remedies for enforcing contracts, elements of assent, interpretation of contract terms, determining what promises are enforceable, tests for performance and breach, and defenses to contract enforcement.
  • LAW XB 814: US & Trans-border Securities Regulation
    This course analyzes key issues under the U.S. federal securities laws, principally the Securities Act of 1933 and the Securities Exchange Act of 1934, with respect to the offer and sale and trading of securities. It includes a study of what constitutes a security, the public offering process, mandatory disclosure requirements for public companies, exemptions from registration, and potential liabilities and sanctions.
  • LAW XB 815: International Business Transactions & Agreements
    IBTA covers the transactional approach to legal problems encountered in commercial and financial business ventures that cross national borders. Topics include form of doing business, including formation of contracts and the range of issues presented-such as choice of law, choice of forum, commercial terms, force majeure, sales, distribution and agency law, franchise, licensing arrangements, and foreign direct investments ; the operations of the institutions of the World Trade Organization; investment in free trade areas such as the European Union and NAFTA; and issues of transfer of intellectual property and international dispute resolution. Students will gain exposure to analyzing various international business agreements and documents including global joint venture agreements and privatization provisions, sales and letters of credit, distribution and franchise agreements, international development and investment agreements, letters of intent for mergers and acquisitions, and technology licensing agreements.
  • LAW XB 816: US Corporate Law
    This course examines the legal structure and characteristics of US business corporations and LLCs, especially in Delaware, with a focus on issues that will interest international lawyers. Topics include the distribution of power between management and shareholders; the limitations on management powers imposed by state law fiduciary duties; rights of minority shareholders; shareholder derivative suits; and capital and voting structures. US federal Securities Law and Mergers & Acquisitions are covered in other Executive LL.M. courses.
  • LAW XB 817: US & International Intellectual Property
    The U.S. and Intellectual Property Law course examines legal protection of inventions, creative expression and other kinds of information. This course will introduce students to patents, copyrights, trademarks, and trade secrets. Most of the course will cover American intellectual property law, but comparative and international issues will also be covered.
  • LAW XB 818: US & International Mergers & Acquisitions
    This course will explore the various modes of business acquisition including statutory mergers, asset purchases, and stock purchases and, for each type of business combination, will examine (1) the strategic and practical advantages and disadvantages, (2) the statutory requirements and procedures, (3) the documentation required or suggested, and (4) the relevant case law. The course looks at the practical aspects of the business lawyer's role in structuring the transaction, in identifying, explaining and negotiating the business/legal terms, in negotiating the acquisition agreements, and in getting the deal done. The course materials will consist of traditional statutory and case materials, explanatory materials, and legal documents, such as letters of intent, confidentiality agreements, merger agreements, etc. The course will use U.S. materials (particularly the law of Delaware) as base materials, but will also consider trans-border transactions.
  • LAW XB 819: International Arbitration
    The old maxim "where business goes, disputes soon follow" has renewed vitality in an age of globalization. As cross-border commerce follows American business abroad, and offshore foreign investment flows into the U.S., the potential for clashes in the business expectations of the parties increases, particularly as the economy softens. Dispute resolution thus becomes an almost inescapable component of today's private international commercial dispute process. The focus of the course will be on international arbitration, from inception in the contractual drafting through the mechanics of the dispute resolution process to the enforcement stage, with some consideration of other alternative dispute resolution techniques. The original case studies and related materials are largely drawn from actual practice. This course is designed for corporate attorneys as well as litigators.
  • LAW XB 820: Corporate Finance with U.S. and International Reporting
    Corporate Finance and Accounting is concerned with understanding financial statements and reports. The objective is that students will be able to read and understand the four financial statements and the 10-k annual report. Emphasis is placed on understanding the nature and meaning of the reports, as well as the relationship to the underlying transactions. Other topics may include: basic accounting principles, US GAAP versus IFRS, financial statement analysis, the relationship of the financial statement information to covenant documents, and accounting gamesmanship. It will also include analysis and structuring of capital transactions, with emphasis on financial statement analysis, attributes of equity and debt securities and transactions which restructure existing corporate capitalizations. Transactions discussed will include an acquisition, an out-of-court debt restructuring and a negotiated reallocation of equity.
  • LAW XB 821: Current Issues in U.S. Business Law Colloquium
    During the two-week residential periods of each session, our students participate in a luncheon workshop series focusing on a wide range of issues related to U.S. business law. Our guest speakers are prominent practitioners, experts and academics who provide an engaging and enriching pedagogical and networking experience for our students. A select number of spots are typically opened to LL.M. students in Boston University's American Law, Graduate Tax, or Banking Law programs.
  • LAW XB 822: Managing Compliance Risks for International Business Networks
    Extraterritorial application of US laws -- particularly in the areas of anti-corruption and sanctions -- has exposed multinational businesses and their networks of foreign subsidiaries, agents and collaborators to heightened risk of civil and criminal liability. High-profile prosecutions and fines have underscored the potential cost of non-compliance and the need for enhanced due diligence and monitoring of international business relationships. This course examines recent developments in US law that impact compliance risks in international business operations, and explores potential tools for evaluating and managing those risks.
  • LAW XB 823: Deals: The Legal Engineering Behind Corporate Transactions
    This course looks at how lawyers can, and do, add value to complex transactions and contracts, or deals. The course will identify and evaluate common issues that present contractual risks for corporate clients and examine how those risks can be resolved or mitigated by legal advisers, whether through structural or contractual mechanisms. Students will be introduced to a conceptual framework with which to analyze legal risks in business transactions including informational asymmetry, adverse selection, moral hazard, asset specificity and opportunism and contractual incentives. During the residency period students will be given the opportunity to apply those concepts during moderated negotiations of scenarios taken from real world transactions, and then will examine and evaluate the final contractual documentation from those transactions.
  • LAW XB 951: U.S. Transfer Pricing
    This course undertakes a detailed examination of the US transfer pricing rules, policies and procedures. It will only casually address issues in other jurisdictions -- transfer pricing rules in strongly OECD jurisdictions like Canada, the United Kingdom and Australia will be considered only in a contrasting manner to provide context. In addition, the transfer pricing rules in customs and those in the VAT (EU and elsewhere) will similarly be considered only where they provide contrast to the US rules.
  • LAW XB 961: Federal Income Tax
    This course presents an introduction to the fundamentals of federal income tax law, emphasizing issues common to individual taxpayers. Topics include an overview of the federal tax system; gross income, inclusions and exclusions; identity of the proper taxpayer; concepts and categories of deductions; basic timing principles; federal income tax aspects of the acquisition, ownership, and disposition of property; realization and recognition; basis and amount realized; the effects of debt (including its cancellation); depreciation and amortization; at risk, not for profit, and passive activity loss deductibility limitations; capital gains and losses, related party transactions, quasi-capital assets and depreciation recapture; and deferred payment transactions (original issue discount and installment sales).
  • LAW XB 962: Intl. Tax
  • LAW XB 970: Environmental Law
    This course takes a hybrid approach to teaching environmental law. This course will: (1) provide an overview of some of the major environmental statutes in the United States; (2) address the variety of regulatory tools and concepts that can be used to prevent environmental harm, focusing on the proper match between regulatory tool and environmental harm; and (3) discuss the role of other disciplines (e.g., science) and alternative means (e.g., public awareness) to facilitate changes in environmental policy.
  • LAW XB 971: Administrative Law Administrative Law
    The goal of Administrative Law is to provide students with a working knowledge of the general principles of administrative law, a general knowledge of the workings of bureaucratic institutions, and an understanding of the critiques of government. It examines the implementation of legislative policy through administrative agencies, including the role of administrative agencies in the governmental process, rulemaking, adjudication, and judicial review of agency actions. The goal of this particular course is to provide a general introduction to administrative law and then emphasize how to advocate your position to government agencies using those principles.
  • LAW XB 972: Energy Law and Policy in a Carbon-Constrained World
    The energy industry is both a key to the life that billions seek and our world's most significant source of pollution. Environmental problems are the most important constraint now faced by energy industries. This course examines the key issues in American energy policy (with references to global context), and searches for ways to resolve, or at least ease, the strains that that policy puts upon environmental sustainability.(pre-requisite for Energy Regulation and the Environment)
  • LAW XB 973: Energy Regulation and the Environment
    Energy is the fundamental necessity of civilization and, indeed, of life itself. And, yet, we cannot repeal the Second Law of Thermodynamics, which teaches that in a closed system such as Planet Earth, the use of energy will gradually transform everything of value into a state of useless entropy. Fortunately, as global climate change acquaints us viscerally with this ineluctable reality and its grim implications, we have a legal and regulatory framework that can be pressed into service to address the entropy challenge without unnecessarily sacrificing public safety and welfare. This intermediate level course is intended to provide students with an intimate familiarity with that legal and regulatory framework. (pre-requisite: Energy Law & Policy in a Carbon-Constrained World)
  • LAW XB 974: Alternative Fuels and Renewable Energy
    This survey course is built on the three major cornerstones of renewable energy development: technology, socioeconomics, and law and policy. It targets a diverse audience including aspiring and experienced energy and environmental professionals, public policy analysts, and attorneys venturing into the world of renewable energy. The course utilizes an interdisciplinary approach featuring learning materials from law, economics, sociology, environmental science, and engineering.
  • LAW XB 975: Oil and Gas Development and the Environment
    Navigating the complex labyrinth of contemporary energy and environmental issues requires a firm understanding of legal and policy concepts of oil and gas development. This course examines the legal and regulatory framework of domestic and international upstream and downstream oil and gas activities. The course explores key domestic statutory and common law sources, as well as regulations. It also surveys selected international and comparative materials such as joint field development agreements and arbitral decisions. The course maintains an environmental perspective and examines several important case studies such as the proposed Keystone XL pipeline, hydraulic fracturing (fracking) activities in the Marcellus Shale, and Arctic offshore hydrocarbon development.