Today’s highly competitive and rapidly changing legal marketplace increasingly demands that graduating students have not only the traditional doctrinal knowledge—which has long been the core mission of law schools—but also basic practice, analytical and problem-solving skills, in order to be meaningful contributors to a firm or other employer from the outset as they begin their careers. Accordingly, the Transactional Practice Concentration includes required “core” and elective doctrinal courses, plus required and elective offerings focused on building practice and analytical and problem-solving skills critical to new attorneys. These courses often employ simulations and emphasize the business context and the attorney’s role in achieving the client’s business objectives that drive transactional practice.
To complete the Transactional Practice Concentration requirements, students must take courses as specified below from three categories: (1) required core doctrinal/business courses; (2) doctrinal/business electives; and (3) transactional practice, analytical and problem-solving skills courses. Note: Not all listed courses are offered every academic year. Please refer to the Course Selection Guide.
2)Doctrinal/Business Electives Students must complete at least two of the following courses:
Alternative Business Entities: LAW JD 860
3 credits
Alternative business entities -- particularly LLCs and partnerships -- have become entities of choice, and many more LLCs are now formed than corporations incorporated (especially in Delaware, where more than 70% of new companies are LLCs). The course will address choice of entity decisions, examine the differences and similarities among alternative business entities, including new forms such as the decentralized autonomous organization (DAO) and consider questions involving management, fiduciary and other duties, obligations to non- owners and economic and tax issues. The class will also consider the diverse use cases for alternative entities and the intersection of alternative entity law with securities law, bankruptcy law, and other sometimes inconsistent statutory regimes.
Antitrust & Health Care (S): LAW JD 891
3 credits
The healthcare industry has been a leading target of antitrust enforcement over the past two decades, and most of that has focused on the conduct of pharmaceutical companies. The high cost of prescription drugs is one of the biggest public policy challenges of our time and is now an issue squarely in the cross hairs of federal and state antitrust enforcers. The cases that result feature the application of traditional antitrust principles, formed over the last century, to a unique industry with atypical economics, complex regulatory schemes, and extensive enforcement of patent rights. At every turn, courts and regulators must balance the need to promote price-reducing competition with the need to maintain incentives for massive private R&D investment. This seminar will serve as an introduction to those cases. It will focus on the most common antitrust matters that arise from the competition between branded and generic drugs. It will also survey other hot topics at the antitrust-healthcare intersection more broadly, such as hospital and health system mergers. The course will also serve to develop practical lawyering skills--including how to critically analyze precedent, how to frame and to communicate advice to clients when legal standards are uncertain, and how lawyers shape the law. UPPER-CLASS WRITING REQUIREMENT: A limited number of students may use this class to satisfy the requirement either partially or in full. **A student who fails to attend the initial meeting of a seminar (designated by an (S) in the title), or to obtain permission to be absent from either the instructor or the Registrar, may be administratively dropped from the seminar. Students who are on a wait list for a seminar are required to attend the first seminar meeting to be considered for enrollment.
SPRG 2024: LAW JD 891 A1 , Jan 22nd to Apr 22nd 2024
The antitrust laws reflect a conviction that competition in the marketplace will yield the best outcomes for consumers and the optimal allocation of resources in our economy. Beginning with the Sherman Act of 1890, the antitrust statutes condemn a variety of acts -- from mergers to agreements among competitors to monopolists' exclusionary business practices -- that restrain trade or contribute to monopoly power. The statutes, however, are written in general terms, leaving it to the courts to draw the line between lawful competition and unlawful restraints of trade or monopolization. Early on, the Supreme Court established that the law reaches only "unreasonable" restraints, which only begs the question of how to draw the line between "reasonable" competition and "unreasonable" interference with competitive markets. Over the course of the twentieth century, the courts struggled to fix this line; as the century closed, they had settled on an economically-oriented normative framework that largely deferred to firm decisions and doubted the value of government intervention in markets. In recent years, however, a cacophony of voices -- ranging from activists to scholars to politicians of all stripes -- has begun to call that framework into question and to call for renewed enforcement of antitrust laws. This course will explore the principal statutes and common law that have shaped antitrust law over the past century-and-a-quarter since Congress passed the Sherman Act. We will also examine the standards and procedures that the antitrust agencies use to evaluate mergers and to challenge conduct as anticompetitive. As we critically evaluate the case law, we will also reflect on current calls for reform. While we will engage rigorously with economics, all of the economic principles necessary to understand the case law and debates will be explained in the course; formal training in economics is not a requirement.
SPRG 2024: LAW JD 838 A1 , Jan 17th to Apr 24th 2024
This course focuses on corporate reorganization and corporate finance. We will study the legal requirements for reorganization plans under Chapter 11 of the Bankruptcy Code, as well as the use of going concern sales outside of Chapter 11. We will study important doctrinal issues relating to reorganization of corporate groups, including substantive consolidation and equitable subordination. We will investigate avoidance actions in bankruptcy, including preferences and fraudulent conveyance, and the treatment of pre-bankruptcy contracts. Other topics include the financing of corporate debtors in bankruptcy and workouts and duties to creditors outside of bankruptcy. Finally, we will also introduce and ultimately master some basic tools of corporate finance--present value, expected value, and risk and diversification. GRADING NOTICE: This class will not offer the CR/NC/H option. PREREQUISITE: Business Fundamentals, Corporations.
FALL 2023: LAW JD 803 A1 , Sep 5th to Dec 7th 2023
Corporate and securities law are dynamic fields constantly responding to economic, political, and social developments. Financial innovations like Bitcoin, cryptocurrencies, blockchain, initial coin offerings, and online gaming platforms force reexamination of existing legal doctrines like the definition of a security. Algorithmic trading and artificial intelligence challenge our notions of the meaning of knowledge/intent/scienter for purposes of securities fraud. Populist pressures revealed in episodes like GameStop alter our thinking about market manipulation. The rise of environmental, social, and governance investing, and the increasing emphasis on human capital management and diversity, equity, and inclusion prompt reassessment of the meaning of fiduciary duty. Increased shareholder concentration and crossownership raise antitrust concerns. This seminar will examine how corporate and securities law cope with highly-dynamic market developments. Throughout the course, we will develop an understanding and appreciation for the increasingly complex role of corporate law and lawyers in navigating an almost infinite range of challenges facing their clients, the legal system, and 21st century capitalism itself. Students will also have some input on the topics covered. PREREQUISITE: Corporations LIMITED WRITING REQUIREMENT OPTION: A limited number of students may be permitted to satisfy the upper-class writing requirement. ** A student who fails to attend the initial meeting of a seminar (designated by an (S) in the title), or to obtain permission to be absent from either the instructor or the Registrar, may be administratively dropped from the seminar. Students who are on a wait list for a seminar are required to attend the first seminar meeting to be considered for enrollment.
Economics of Intellectual Property Law (S): LAW JD 900
3 credits
This seminar will explore the economics of intellectual property law. There are no prerequisites. The readings for the seminar will consist of Cass and Hylton, Laws of Creation (2013), and several cases and articles. The seminar will emphasize understanding the policy justifications for the major doctrines in intellectual property. The topics studies will include patent law, copyright law, trademark law, trade secret law, and the intersection of antitrust and intellectual property. ENROLLMENT LIMIT: 14 students. UPPER-CLASS WRITING REQUIREMENT: This class may be used to satisfy the requirement. **A student who fails to attend the initial meeting of a seminar (designated by an (S) in the title), or to obtain permission to be absent from either the instructor or the Registrar, may be administratively dropped from the seminar. Students who are on a wait list for a seminar are required to attend the first seminar meeting to be considered for enrollment.
FALL 2023: LAW JD 900 A1 , Sep 6th to Dec 6th 2023
This course will survey the regulatory architecture of major U.S. financial institutions, including commercial banks, investment banks, hedge funds, mutual funds, and insurance companies. Understanding the regulatory framework surrounding financial institutions requires situating them within a rapidly evolving political, technological and global context. The course will explore various regulatory mechanisms, such as bank supervision, security disclosures, fiduciary duties, consumer protections, capital requirements, and risk monitoring. The design of these complex governance tools has important implications for the health and stability of the economy, and thus for society. GRADING NOTICE: This class does not offer the CR/NC/H option. PREREQUISITE: Business Fundamentals.
Health Law: LAW JD 856
4 credits
This survey course will cover the principles that govern and influence the interaction of patients, payors, and providers in the field traditionally referred to as "health law." Coverage includes establishment of the physician-patient relationship, privacy and confidentiality, medical malpractice, conflicts of interest, health care financing, federal preemption, billing fraud, public health law, proposals for health care reform, regulation of drugs and devices, licensure of health professions, and regulation of health facilities, including emergency departments. The course content will be in part driven by the students themselves delving deeper into assigned topics, through class presentations.
Intellectual Property: LAW JD 857
4 credits
In our modern information economy, the law of intellectual property has taken on enormous importance to both creators and users. This course introduces students to the principles of trade secret, patent, copyright, and trademark law, and explores the ways in which those principles are shifting and adapting in response to new technology. The course is open to all upper level students, without prerequisite. No scientific or technical background is required.
FALL 2023: LAW JD 857 A1 , Sep 6th to Dec 6th 2023
This course is designed to give students a broad overview of the law--domestic, foreign, and international--governing international business transactions. With the significant growth in international commerce and trade, and the forces of economic and social globalization, lawyers will increasingly confront international legal issues during their professional careers. This course will focus on the legal problems encountered in business ventures that cross national borders. Topics may include formation of contracts, choice of law, financing the international sale of goods through letters of credit, sales and distribution agreements, licensing and contract manufacturing, joint venture agreements, foreign investment, international dispute settlement, and global compliance issues. This course explores one or more of these topics with contract drafting and negotiation exercises. NOTE: While prior background in international law is not required, it is strongly recommended.
Life as a Life Sciences General Counsel: LAW JD 928
2 credits
This is a 2-credit graded course for students who want to increase their understanding of the roles and responsibilities of a general counsel in the life sciences industry. The course will cover the substantive and/or doctrinal aspects of key areas of law in order to facilitate students' understanding of the general counsel's role in leading a company's legal function and advising key stakeholders, such as the board of directors and the CEO. The course will also orient students to the work environment in a large global enterprise. Although the principles and concepts covered in this course will be generally applicable to most industries, the course will be taught through the lens of the life sciences industry. To facilitate discussion and dialogue, the class will be limited to 12 students. Planned guest speakers include a CEO and a member of the board of directors of a public company. Grading will be based on engagement (class participation and overall contributions to the classroom environment), a written memorandum to a "CEO" and an oral presentation to a "board of directors."
SPRG 2024: LAW JD 928 A1 , Jan 18th to Apr 18th 2024
This course will cover the principal legal, tax and business issues of mergers and acquisitions. PREREQUISITE: Business Fundamentals and Corporations, or permission of instructor.
FALL 2023: LAW JD 988 A1 , Sep 5th to Dec 7th 2023
Presents an overview of subchapter K and the federal income tax treatment of partnerships and other entities, such as limited liability companies;. Topics include tax classification of a partnership versus a corporation or trust; considerations in choice of entity;basic partnership accounting and capital accounts, partnership formation and acquisition of partnership interests for property or services; determination of basis;basic rules allocations of income and loss ; taxation of normal partnership operations; distributions of cash and property; transactions between partners and partnership, including sales of partnership interests. Prerequisite or corequisite: Federal Income Taxation I and II, Introduction to Corporate Tax
Professional Responsibility for Business Lawyers (S): LAW JD 972
3 credits
A survey of the laws and ethical rules that govern and regulate lawyers in corporate and transactional practice. Topics may include client identification in forming and dissolving business entities, representing close corporations and partnerships, investing in clients (including taking stock in lieu of legal fees), negotiation, representing public companies, the role of in-house counsel, conflicts of interest, and the future of regulating legal services in the US and globally. Students will write a 20-page research paper and give a brief oral presentation of their topic. NOTE: This class may be used to satisfy the Professional Responsibility requirement or the upper-class writing requirement (limited). This class may not be used to satisfy more than one requirement. GRADING NOTICE: This class does not offer the CR/NC/H option. ** A student who fails to attend the initial meeting of a seminar (designated by an (S) in the title), or to obtain permission to be absent from either the instructor or the Registrar, may be administratively dropped from the seminar. Students who are on a wait list for a seminar are required to attend the first seminar meeting to be considered for enrollment.
SPRG 2024: LAW JD 972 A1 , Jan 17th to Apr 24th 2024
With approximately $30 trillion in assets under management, registered investment companies (commonly referred to as mutual funds) perform a significant role in raising and deploying capital within the U.S. financial system. This course is designed to familiarize students with the legal and regulatory framework of the investment management industry. The course focuses primarily on the regulation of investment advisers and mutual funds under the Investment Advisers Act of 1940 and the Investment Company Act of 1940 and examines how these statutes, in combination with other state and federal laws and regulations, govern the formation, structure, distribution and management of mutual funds and various investment-related products and services offered by advisers, brokers and other financial intermediaries. The course also examines the role of the Securities and Exchange Commission in regulating the investment management industry and the responsibilities of legal counsel in practicing before the SEC. GRADING NOTICE: This course does not offer the CR/NC/H option.
Secured Transactions: LAW JD 805
4 credits
Many commercial and consumer financing transactions involve the creation of security interests in the borrower's personal property that are akin to mortgages of real property. (Indeed, much commercial activity involves the grant of a UCC Article 9 security interest, and the economic system depends on Article 9 to provide much of the law against which modern commerce takes place.) In a secured transaction, in the event of the borrower's default, the lender can foreclose on the collateral subject to the security interest to help liquidate the debt. While simple to describe, secured transactions and the rules that govern them can be complex. This course covers the basic secured transaction governed by Article 9 of the UCC. Topics covered will include creation and perfection of security interests, priority contests, and default. The course is an excellent precursor to Bankruptcy and often helpful when sitting for the bar exam. PREREQUISITE/COREQUISITE: Business Fundamentals. GRADING NOTICE: This class will not offer the CR/NC/H option.
SPRG 2024: LAW JD 805 A1 , Jan 17th to Apr 24th 2024
This course offers an introduction to federal securities regulation under the Securities Act of 1933 and the Securities Exchange Act of 1934. We will examine how the securities laws shape the process by which companies raise capital through IPOs, public offerings, and private placements. We will also focus on the mandatory disclosure regime for publicly traded companies and the related topics of securities fraud, insider trading, market manipulation, and shareholder voting. We will study core concepts such as the definition of a security and materiality. Finally, we will spend significant time examining the role of the SEC and private shareholder litigation in policing the securities laws. GRADING NOTICE: This class will not offer the CR/NC/H option.
FALL 2023: LAW JD 883 A1 , Sep 6th to Dec 6th 2023
Securitization constitutes one of the most dynamic segments of the financial markets and is one the principal sources of lower-cost non-dilutive liquidity in the world. Securitization involves the creation and issuance of notes or other forms of securities backed by one or more assets which generate cash flows sufficient to fund the timely payment of the principal and interest due on the securities. The securities are also usually issued by special-purpose bankruptcy-remote vehicles to insulate the assets from the risk of bankruptcy. This feature, combined with cash reserve accounts, overcollateralization and other features, achieves the "alchemy" of converting unrated assets into investment grade securities. These transactions often cut across many areas of legal specialization, including bank regulation, securities regulation, taxation, bankruptcy, and real estate and corporate law. In addition to teaching the elements of these various legal disciplines that are applied to securitization transactions, this course is unique among securitization courses offered at other law schools in the U.S. in that it involves the students in a series of real or hypothetical case studies that require the application of these legal disciplines to the process of structuring actual securitization transactions. In addition to residential and commercial mortgage-backed securities and trade receivable securitizations, this course also explores some of the more cutting-edge securitizations of more esoteric asset classes, including legal fees, patents, trademarks and copyrights, as well as securitization of whole businesses. The course also examines the role of the irresponsible use of securitization technology in the 2008 financial collapse and the reform measures that were adopted in response, as well as the emergence of "impact" securitization in the form of solar asset securitization and use of securitization to finance development of life-saving drugs.
SPRG 2024: LAW BK 987 A1 , Jan 18th to Apr 18th 2024
Tax Aspects of Buying and Selling a Business: LAW TX 920
2 credits
A comprehensive course on how business owners can buy and sell businesses with a minimum tax cost and maximum after-tax return. The strategies for selling a business are often implemented from the moment the business entity is originally formed. The course will examine the crucial strategies, from choice of entity, to conducting ongoing operations, to the correct way to change or restructure existing C corporations, S corporations and other entities. The course will also examine the best way to structure a sale of a particular business, based on both the form of legal entity and on the specific facts in a case. For example, the course will compare a sale of stock to a sale of assets; will compare a sale for cash to a tax free transaction or part-cash, part-stock transaction; and compare the differences between a sale with immediate payment versus a possible installment sale. Prerequisites: Federal Income Taxation I and Federal Income Taxation II.
Taxation of Corporations and Shareholders: LAW JD 887
3 credits
Federal income tax considerations have major implications for planning in the corporate area. This course focuses on income tax issues in transactions between corporations and shareholders, including distributions, exchanges, reorganizations and capital contributions. PREREQUISITE: Introduction to Federal Income Taxation. GRADING NOTICE: This course does not offer the CR/NC/H option.
SPRG 2024: LAW JD 887 A1 , Jan 17th to Apr 24th 2024
3)Transactional Practice, Analytical and Problem-Solving Skills Courses* The following course is required and, when registering for courses, students are advised to rank it at or near the top of their selections:
Contract Drafting: LAW JD 788
3 credits
This course is the foundational skills course within the Transactional Law Program. It teaches students basic principles and skills of drafting and analyzing commercial and transaction agreements, with a focus on recognizing, and addressing through contractual provisions, key business issues in transactions. Although the course will be of particular interest to students interested in a corporate or transactional law practice, since most practicing attorneys will need to work with contracts at some point in their career, the concepts and skills which the course conveys are applicable to virtually all practice areas and specialties. While the course utilizes lectures to introduce various contract concepts and techniques essential for drafting and reviewing commercial and transaction agreements, it also requires that students complete both in-class exercises and out-of-class assignments as a means of building basic drafting skills and a solid understanding of the structure and operation of contractual provisions in a business transaction. The course also considers various ethical issues that may arise in the contract drafting and review process and in transactional practice generally. Grades will be based on class participation and graded drafting assignments. CLASS SIZE: 12 students. UPPER-CLASS WRITING REQUIREMENT/EXPERIENTIAL LEARNING REQUIREMENT: This course is a designated Professional Writing Course which may be used to partially satisfy the Upper-Class Writing Requirement (with a grade of B or higher) or the 6-credit Experiential Learning Requirement, but not both. GRADING NOTICE: This course does not offer the CR/NC/H option. ATTENDANCE REQUIREMENT: A student who fails to attend the first class or to obtain permission to be absent from either the instructor or the Registrar will be administratively dropped from the course. Students who are on the wait list are required to attend the first class to be considered for enrollment. Because the course involves regular in-class exercises, some of which are done in teams, and class participation is a significant component of a student's final grade, regular class attendance is essential and thus the course cannot accommodate flexibility in attendance.
FALL 2023: LAW JD 788 A1 , Sep 5th to Dec 5th 2023
Students must also complete at least two courses from the list below, one of which must be a Transaction Simulation. Accordingly, when registering for courses, students are advised to rank the Transaction Simulation they wish to take at or near the top of their selections.
Corporate Governance (S): LAW JD 941
3 credits
Corporations play a central role in our society. What corporations do, and how they do it, depends on the legal rules and other forces that govern them. The course examines the most important aspects of corporate governance by analyzing real world examples. The course considers the relationship between directors and executives, and the role that mutual funds, venture capital funds, hedge funds and private equity funds play in corporations and the capital markets. We will consider the objectives and the behavior of each of these groups, and the laws and practices that shape their actions. We will also consider the social and environmental responsibility of corporations, and how corporations--and the rules and institutions that shape their operation--affect our society. There will be no exam. Instead, students will be assessed on a course paper and their class participation. PREREQUISITE: Corporations (may be waived with instructor's permission). UPPER-CLASS WRITING REQUIREMENT: A limited number of students may use this class to satisfy the requirement. ** A student who fails to attend the initial meeting of a seminar, or to obtain permission to be absent from either the instructor or the Registrar, will be administratively dropped from the seminar. Students who waitlist for a seminar are required to attend the first seminar meeting to be considered for enrollment.
SPRG 2024: LAW JD 941 A1 , Jan 16th to Apr 23rd 2024
This is an experiential course. The focus will be to prepare students with practical knowledge and skills to counsel public corporations on corporate governance matters. Assignments will simulate those expected of a junior lawyer in a law firm or in-house counsel. We will cover key concepts in corporate governance, including the legal framework and the roles of different players such as Boards of Directors, management and shareholders. We will focus on recent experiences of U.S. public corporations and current developments in the field. Students will work on developing practical lawyering skills such as drafting and making oral presentations. We will also engage in role-playing exercises and mock negotiations. We will have governance experts representing multiple constituencies as guest instructors. There will be no exam. ENROLLMENT LIMIT: 12 students. PREREQUISITE/COREQUISITE: Corporations. GRADING NOTICE: This course does not offer the CR/NC/H option. NOTE: This class counts toward the 6 credit Experiential Learning requirement. ATTENDANCE REQUIREMENT: A student who fails to attend the first class or to obtain permission to be absent from either the instructor or the Registrar, will be administratively dropped from the class. Students who are on the wait list are required to attend the first meeting to be considered for enrollment.
Deals (S): LAW JD 999
3 credits
This seminar provides an overview and introduction to the structure of complex transactions and contracts -- deals - and the role effective counsel can play. We will review challenges and issues common to complex business transactions with a focus on risk identification, allocation and mitigation. We will also review how that impacts deal negotiations, documentation and execution. The course is divided into two parts. The first section will be a review and analysis of a Series A funding round based on the National Venture Capital Association form agreements. The first section will conclude with a take home project to be done individually. The second part will be a review and analysis of a transaction involving a public company. The class is organized into teams and each team will prepare and present an analysis of one of the participants. Each team will present its analysis to the class. PREREQUISITE: Corporations. UPPER-CLASS WRITING REQUIREMENT: This class may not be used to satisfy the requirement. GRADING NOTICE: This class does not offer the CR/NC/H option. ** A student who fails to attend the initial meeting of a seminar (designated by an (S) in the title), or to obtain permission to be absent from either the instructor or the Registrar, may be administratively dropped from the seminar. Students who are on a wait list for a seminar are required to attend the first seminar meeting to be considered for enrollment.
SPRG 2024: LAW JD 999 A1 , Jan 16th to Apr 23rd 2024
Partners, associates and general counsel from leading firms will discuss the deals they were personally involved in. After an introduction to the regulatory context of health care and health care transactional theory, the course will turn to case studies of 8 complex health care transactions, drawing on actual documents and the experience of practitioners who worked on the deals. The transactions include hospital M&A, joint ventures, clinical affiliations, and others. Students will analyze the deal and present your conclusions to the class, with the lawyers who closed it. Case law related to the legal issues presented by the transaction will be presented and discussed. Students also will complete two assignments: one considering the fiduciary obligations of a non-profit board of directors, and one writing exercise drawn from class materials. We also will review and discuss a term sheet for the acquisition of a home health agency by a hospital system. PREREQUISITE/COREQUISITE: Health Law. UPPER-CLASS WRITING REQUIREMENT: This class may not be used to satisfy the requirement. **A student who fails to attend the initial meeting of a seminar (designated by an (S) in the title), or to obtain permission to be absent from either the instructor or the Registrar, may be administratively dropped from the seminar. Students who are on a wait list for a seminar are required to attend the first seminar meeting to be considered for enrollment.
FALL 2023: LAW JD 998 A1 , Sep 11th to Dec 4th 2023
International Business Agreements: Negotiating, Structuring and Drafting (S): LAW JD 959
3 credits
This seminar will provide an overview of the private dimensions of negotiating and drafting international business agreements, and specifically on the contractual aspects. Students will gain hands on experience in structuring, drafting and analyzing various international business agreements and documents including global joint venture agreements and privatization provisions, sales, distribution and franchise agreements, international development agreements, share purchase agreements, letters of intent and technology licensing agreements. The design of the class will assist students in identifying critical legal issues and techniques likely to affect the outcome of international business negotiations including protecting against political, economic and legal risks. Emphasis will be placed on the important differences between international and domestic agreements from the American law perspective. Grades will be based on class participation and a final research paper. UPPER-CLASS WRITING REQUIREMENT: This class may be used to satisfy the requirement. **A student who fails to attend the initial meeting of a seminar (designated by an (S) in the title), or to obtain permission to be absent from either the instructor or the Registrar, may be administratively dropped from the seminar. Students who are on a wait list for a seminar are required to attend the first seminar meeting to be considered for enrollment.
International Development and Project Finance (S): LAW JD 936
3 credits
Capital-intensive public and private development projects throughout the world, including large-scale infrastructure, transportation, energy, agriculture, technology and environmental projects depend upon project financing as the primary funding mechanism. Understanding and resolving the political, legal and financial risks associated with the planning and implementation of these projects, and often in emerging and unstable economies, is the critical first step in developing project finance opportunities. The seminar will combine theory and practice and focus on the negotiation and structure of actual project finance and concession agreements and transactions and the minimization of exposures and risks associated with these transactions. Each step of the project finance process will be analyzed, including the rationale and sources for the project finance, the legal framework for the project finance, the organizational and governance structure, risk allocation and mitigation and dispute resolution. An interdisciplinary analysis from the legal, finance and public perspective will be used to assess the views that investors, lenders, designers, contractors, governmental participants, citizens and other stakeholders bring to an infrastructure project. Several of the world's largest and most complex civil engineering and infrastructure mega projects including the English Chunnel, the Chad Cameroon Pipeline, the Dabhol Power Project and Boston's Central Artery Tunnel Project will serve as models for analysis of project finance and risk. A final research paper will be required in lieu of an examination. UPPER-CLASS WRITING REQUIREMENT: This class may be used to satisfy the requirement. **A student who fails to attend the initial meeting of a seminar (designated by an (S) in the title), or to obtain permission to be absent from either the instructor or the Registrar, may be administratively dropped from the seminar. Students who are on a wait list for a seminar are required to attend the first seminar meeting to be considered for enrollment.
SPRG 2024: LAW JD 936 A1 , Jan 22nd to Apr 22nd 2024
The goal of this course is to improve your effectiveness as a negotiator. In this highly interactive class, students will examine negotiation from a variety of perspectives and learn specific negotiation strategies and tactics. Over the course of the semester, students will engage in a series of negotiation exercises (i.e., role plays) through which they can develop and hone their negotiation skills and approaches. Discussion and short lectures will accompany the role-plays, as appropriate. There will be short written assignments as well as a longer paper due at the end of the semester. No final exam. ENROLLMENT LIMIT: 16 students. NOTE: This class counts toward the 6 credit Experiential Learning requirement. GRADING NOTICE: This class does not offer the CR/NC/H option. RESTRICTION: Students may not enroll in both Negotiation and Alternative Dispute Resolution (JD881).
FALL 2023: LAW JD 921 A1 , Sep 5th to Dec 7th 2023
Private Equity and Venture Capital Transactions (S) : LAW JD 931
3 credits
This seminar introduces students to the business and legal issues prevalent in private equity and venture capital deals and highlights the significant role that lawyers play in effecting these transactions. The seminar will begin with an overview of the private equity and venture capital industries, an introduction to investment transactions and will proceed through all aspects of the life of an investment from inception to exit. It will address how investment funds are formed and the legal and financial considerations present when those funds invest in private companies. We will examine deal terms and structures, pricing and corporate finance issues, and the management of deal risk. It will also highlight the due diligence process, stockholder relationships, fiduciary duties and securities laws considerations, and liquidity events. Theoretical readings will be balanced against practical articles and commentary, recent court decisions and model deal documents. The seminar will be highlighted by guest lectures by private equity and venture capital investment professionals. Grades will be based on a final exam, short pre-class exercises and class participation. PREREQUISITE: Corporations (May be waived with an instructor's permission.) UPPER-CLASS WRITING REQUIREMENT: This class may not be used to satisfy the requirement. GRADING NOTICE: This class does not offer the CR/NC/H option. ** A student who fails to attend the initial meeting of a seminar (designated by an (S) in the title), or to obtain permission to be absent from either the instructor or the Registrar, may be administratively dropped from the seminar. Students who are on a wait list for a seminar are required to attend the first seminar meeting to be considered for enrollment.
SPRG 2024: LAW JD 931 A1 , Jan 22nd to Apr 22nd 2024
Representing Life Sciences Companies: Biotechnology, Pharmaceuticals and Medical Devices (S): LAW JD 907
3 credits
Biotechnology and Pharmaceuticals are two of the fastest growing industries in the U.S., and the legal issues that arise in connection with representing them are complex and evolving. This seminar will focus on the transactional, intellectual property, and regulatory legal issues that challenge lawyers working with clients in these industries. We will begin with an overview of these industries, including a basic review of the sciences underpinning them (intended for non-scientists). We will then delve into complex legal issues such as licensing, collaborations, and consortium building; academic-industry interactions; the drug and biologic regulatory approval process; issues arising in clinical trials; and legal issues arising in the manufacture and distribution of life sciences products. If time permits, we will also examine the medical device industry and the ways in which that industry differs from the biopharmaceutical industry. In lieu of an exam, students will prepare a 25 page, journal-worthy article addressing a legal topic of the student's selection. UPPER-CLASS WRITING REQUIREMENT: A limited number of students may use this class to satisfy the requirement. GRADING NOTICE: This course does not offer the CR/NC/H option. OFFERING PATTERN: This class is not offered every year. Students are advised to take this into account when planning their long-term schedule. ** A student who fails to attend the initial meeting of a seminar (designated by an (S) in the title), or to obtain permission to be absent from either the instructor or the Registrar, may be administratively dropped from the seminar. Students who are on a wait list for a seminar are required to attend the first seminar meeting to be considered for enrollment.
SPRG 2024: LAW JD 907 A1 , Jan 17th to Apr 24th 2024
THIS CLASS IS RESTRICTED to students who have formally applied to and been accepted to the Startup Law Clinic. The Startup Law Clinic is a full-year clinic that provides students the opportunity to perform work for real clients on a variety of matters typically encountered by entrepreneurs in launching new business ventures, such as choice of entity, capital structure, equity allocation and compensation, intellectual property ownership and licensing, financing and employment arrangements. Students will also learn, through their first-hand client work, the ethical rules of professional responsibility regarding entity representation, including identification of the client, identifying potential conflicts of interest, and advising clients and associated persons as to the nature and implications of the attorney-client relationship. In addition to their fieldwork, students attend a weekly seminar that develops concepts and skills to support their fieldwork. The seminar features substantive lectures, student-led discussions and guest speakers, and students present and discuss their ongoing client matters. The clinic meets for two semesters, with more advanced seminar topics and increased responsibility for cases occurring in the spring semester. PRE/CO-REQUISITE: Corporations. Students are also strongly encouraged to take Contract Drafting and some intellectual property coursework (the IP survey course and/or other subject-matter-specific courses). NOTE: This clinic counts toward the 6 credit Experiential Learning requirement. GRADING NOTICE: This course does not offer the CR/NC/H option.
Transaction Law Research: LAW JD 718
2 credits
Most students will end up practicing transactional law which presents unique legal research challenges. Students will learn to navigate the statutory and regulatory frameworks of transactional areas of the law like tax, banking, securities and other practice areas. They will research agency guidance, use specialized practice materials and search for filings and company information, among other research tasks. Legal information and technologies in these area are constantly changing and new lawyers should be familiar with the most recent research techniques and tools. Classes will combine instruction and hands-on exercises using major print, electronic, and web based resources for securities law research. Students will be required to complete several assignments using electronic and print resources and put together a final client presentation on a transaction. NOTES: This course counts toward the 6 credit Experiential Learning requirement.
SPRG 2024: LAW JD 718 A1 , Jan 18th to Apr 18th 2024
Transaction Simulation: Forming & Financing a Start-Up Business: LAW JD 789
3 credits
Practice Areas: General Corporate and Corporate Finance This course is one of the semester-long transaction simulations offered as part of the Transactional Law Program. The simulated transaction is the formation and subsequent first-round venture financing of a new software business started by two entrepreneurs who are recent graduates of the California Institute of Technology. During this course, students will be exposed to, and will handle, the principal issues that arise in counseling entrepreneurs as to their emerging businesses, including key elements such as founders' arrangements, entity selection, governance, equity compensation, intellectual property protection, capital raising through SAFEs (which are simple agreements for future equity), convertible notes and preferred stock financing, capitalization/valuation/dilution and investment documentation based on industry-standard contracts. Through exercises both in and outside of class, as well as class discussions, students will simulate the work of practicing attorneys who counsel start-ups and their founders on a day-to-day basis. As part of these simulations, students will review sample agreements, draft and revise agreements and conduct negotiations. In addition, from time to time during the course, the instructors will address ethical issues and other practice points that can arise in connection with the simulated transaction or in transactional practice generally when working with emerging/start-up companies. The course grade will be based on attendance and class participation and three graded writing assignments. CLASS SIZE: 12 students. PREREQUISITE OR CO-REQUISITE: Corporations. Contract Drafting is recommended but not required. NOTES: This course counts toward the 6-credit Experiential Learning requirement and also satisfies the Transaction Simulation requirement of the Transactional Practice Concentration. GRADING NOTICE: This course does not offer the CR/NC/H option. ATTENDANCE REQUIREMENT: A student who fails to attend the first class or to obtain permission to be absent from either the instructor or the Registrar will be administratively dropped from the course. Students who are on the wait list are required to attend the first class to be considered for enrollment. Because the course involves regular in-class exercises, some of which are done in teams, and class participation is a significant component of a student's final grade, regular class attendance is essential and thus the course cannot accommodate flexibility in attendance.
SPRG 2024: LAW JD 789 A1 , Jan 17th to Apr 24th 2024
Transaction Simulation: Int'l Business Collaboration: LAW JD 783
3 credits
Practice Areas: Cross-Border Transactions and International Negotiations This course is one of the semester-long transaction simulations offered as part of the Transactional Law Program. The simulated transaction involves two companies, one a large U.S.-based pharmaceutical company ("KJH"), and the other an African agricultural production company that is majority owned by the government of the fictional African country of Malundi ("MCC"). The two companies are interested in working together to exploit a new technology developed by KJH that uses cassava, a plant, grown and harvested by MCC, for a new arthritis drug. MCC has a surplus supply of cassava and has been searching for alternative markets and uses for the surplus supply. KJH has a worldwide distribution channel, has developed and patented a manufacturing process, and possesses valuable know-how, used to extract the active ingredient for the new drug from cassava. Their collaboration could take the form of a joint venture, licensing agreement, long-term supply contract, or a combination of these structures. The course will begin with an introduction to important concepts about international business legal structures, negotiations, and the facts of the simulated case. The class will engage in a number of "hands-on" skill building exercises, individually and in small groups. After the third- or fourth-class meeting, students will be assigned to one of two teams of attorneys, one team representing MCC, and the other representing KJH. The teams will structure, negotiate and document in a detailed "letter of intent" the terms of the parties' collaboration.. The course will explore the impact of cross-cultural customs and norms, as well as challenges presented by individual personalities and negotiating styles and client demands. Certain ethical issues will be addressed that may arise in transactions of this kind and in transactional practice generally. A key goal of the course is to expose students to "real-world" practice and enhance students' ability to structure, negotiate and document a transaction. The course grade will be based on individual class participation, individual and team drafting assignments and team negotiations. CLASS SIZE: Limited to 12 students. This course is open to LLM students provided there are available seats and with the permission of the Instructor and the Assistant Dean of Graduate and International Programs. PREREQUISITES: Corporations and Contract Drafting (or Transactional Contracts in the case of LLM students) are recommended, but not required. NOTES: This course counts toward the 6-credit Experiential Learning requirement and also satisfies the Transaction Simulation requirement of the Transactional Practice Concentration. GRADING NOTICE: This course does not offer the CR/NC/H option. ATTENDANCE REQUIREMENT: A student who fails to attend the first class or to obtain permission to be absent from either the instructor or the Registrar will be administratively dropped from the course. Students who are on the wait list are required to attend the first class to be considered for enrollment. Because the course involves regular in-class exercises, some of which are done in teams, and class participation is a significant component of a student's final grade, regular class attendance is essential and thus the course cannot accommodate flexibility in attendance.
FALL 2023: LAW JD 783 A1 , Sep 7th to Dec 7th 2023
Days
Start
End
Credits
Instructors
Bldg
Room
Thu
4:20 pm
6:20 pm
3
Doyle
LAW
513
Transaction Simulation: Pharma/Biotech Collaboration for Drug Development: LAW JD 812
3 credits
Practice Areas: Healthcare law, Intellectual Property and Strategy Transactions This course is one of the semester-long transaction simulations offered as part of the Transactional Law Program. Collaborative activity is essential to the biopharmaceutical industry due to the high costs and risks associated with drug development. In this course, students will learn how to read, draft, and negotiate collaboration agreements for new drug research, development and commercialization partnerships between biopharmaceutical companies. The course will begin with a brief introductory overview of (i) the biotechnology industry, with a focus on the importance of partnering for successful drug development and commercialization; and (ii) different forms of partnering agreements to develop a general understanding of the structure of such contracts. For the duration of the course, students will be assigned to teams to review, revise and negotiate the terms of a collaboration agreement for their clients, either a large pharmaceutical company or a smaller biotechnology company. Students will learn to think critically about whether certain provisions favor one party or the other, and ways to modify such elements through drafting changes. At the conclusion of the course, each team will be asked to present the key terms of the proposed collaboration agreement to their client's board of directors. Through regular out-of-class assignments, including substantial drafting assignments involving marking up term sheets, preparing issues lists, revising key sections of the collaboration agreement that will be negotiated and finalized by the student teams, and delivering board presentations, the course builds contract analysis, drafting, negotiation and strategic thinking skills students will need as they enter transactional law practice. The course also addresses various ethical issues that may arise in connection with these types of transactions and in transactional practice generally. The course grade will be based on individual participation, drafting assignments, and contributions to team efforts. Please note that no scientific background is necessary for this course as we will not be focusing on the scientific rationale for collaborations. CLASS SIZE: Limited to 12 students. PREREQUISITE: Contract Drafting is recommended, but not required. NOTES: This course counts toward the 6-credit Experiential Learning requirement and also satisfies the Transaction Simulation requirement of the Transactional Practice Concentration. GRADING NOTICE: This course does not offer the CR/NC/H option. ATTENDANCE REQUIREMENT: A student who fails to attend the first class or to obtain permission to be absent from either the instructor or the Registrar will be administratively dropped from the course. Students who are on the wait list are required to attend the first class to be considered for enrollment. Because the course involves regular in-class exercises, some of which are done in teams, and class participation is a significant component of a student's final grade, regular class attendance is essential and thus the course cannot accommodate flexibility in attendance.
SPRG 2024: LAW JD 812 A1 , Jan 22nd to Apr 22nd 2024
Transaction Simulation: The Rise and Fall of a Syndicated Loan: LAW JD 784
3 credits
Practice Areas: General Business, Banking/Finance, Corporate Governance and Restructuring This course is one of the semester-long transaction simulations offered as part of the Transactional Law Program. The simulated transaction is the structuring, negotiation and documentation, and subsequent restructuring of a $1.7 billion secured, syndicated commercial loan to a large, privately held medical testing company (the "Company"). The Company's primary purpose for seeking this loan is to use the proceeds to pay an extraordinary dividend to its founder and controlling shareholder and to several private equity firms which own stock in the Company (often referred to as a "dividend recap loan"). The course will explore some of the key issues, and students will perform several of the principal tasks, which transactional lawyers specializing in general business, banking/finance, corporate governance and/or restructuring must consider and carry out in advising corporate clients and financial institutions in a transaction of this kind. These tasks will include advising the Company's board of directors and officers or prospective lenders in evaluating whether to engage in the dividend recap loan transaction, the steps needed to obtain corporate approval of such transaction given that certain board members who are also shareholders will benefit from it, and structuring, negotiating and documenting these types of transactions. The course will also examine the critical role certain provisions of the credit and security agreements for the loan play following the loan closing when serious problems and potential events of default arise leading to a restructuring of the original loan. Finally, the course will consider various ways a troubled loan can be restructured either through an out-of-court consensual transaction or a Chapter 11 restructuring. The course grade will be based on class participation and graded drafting assignments. CLASS SIZE: Limited to 12 students. PREREQUISITE OR CO-REQUISITE: Corporations. Contract Drafting is recommended, but not required. NOTES: This course counts toward the 6 credit Experiential Learning requirement and also satisfies the Transaction Simulation requirement of the Transactional Practice Concentration. GRADING NOTICE: This course does not offer the CR/NC/H option. ATTENDANCE REQUIREMENTS: A student who fails to attend the first class or to obtain permission to be absent from either the instructor or the Registrar will be administratively dropped from the course. Students who are on the wait list are required to attend the first class to be considered for enrollment. Because the course involves regular in-class exercises, some of which are done in teams, and class participation is a significant component of a student's final grade, regular class attendance is essential and thus the course cannot accommodate flexibility in attendance.
SPRG 2024: LAW JD 784 A1 , Jan 18th to Apr 18th 2024
*Note: As a general rule, students may take only one Transaction Simulation course during their time at BU Law. However, in the event a Transaction Simulation course is not fully enrolled after registration is complete and any students on the wait list for the course have been accommodated, students who have previously taken a Transaction Simulation course may be permitted to register.
JD candidates receiving a 3.5 grade point average in courses that satisfy the above requirements will be certified as earning honors in the concentration. Please note that, consistent with our Academic Regulations, only BU Law courses will be included when calculating the law school grade point average and when determining if the student has attained a 3.5 average. All BU Law courses taken that could be applied toward the concentration will be included in determining honors in the concentration, unless, by the end of the applicable add/drop period, a student designates in writing that he/she does not want a course taken that semester to count towards the concentration. This “opt-out” provision does not apply to courses that are required for the concentration.
Students who wish to take courses not listed above in satisfaction of any of the above requirements may do so with the approval of the faculty concentration advisor. The concentration advisor will report any substitutions or waivers to the Registrar’s Office and the Associate Dean for Academic Affairs.
To ensure maximum flexibility for students in their future career decisions, the election of the Transactional Practice Concentration is not reflected on a student’s transcript. Rather, the School of Law Registrar’s Office will record completion of the concentration and, if applicable, honors in the concentration. Students who have completed the concentration requirements will receive a certificate reflecting such completion and concentration honors, if applicable, signed by the dean of the law school and the director of the Transactional Law Program.
**Note: LLM students are generally eligible to take LLM-only sections of Transactional Contracts (JD 719), offered in the spring semester. They are not permitted to enroll in Contract Drafting (JD 788). LLM registration for all Transactional Law Program classes is handled by the Graduate and International Programs office (gradint@bu.edu). All LLM student inquiries about these classes should be directed to that office.
Transactional Practice faculty
BU Law’s faculty includes nationally known and widely published scholars in virtually all areas of the law relevant to transactional practice, including corporations and other business organizations, finance, securities laws, tax law, commercial law, and intellectual property. In addition, the faculty includes seasoned practitioners, who bring to the Transactional Law Program and the Transactional Practice Concentration a wealth of experience and practice skills in structuring, negotiating, documenting, and closing transactions. Thus, the faculty who teach in the Transactional Law Program (listed below) are able to provide students with both the foundational doctrinal knowledge and the basic practice, analytical, and problem-solving skills increasingly demanded even of beginning practitioners by law firms, other employers and clients.
Core Doctrinal/Business Courses and Doctrinal/Business Electives
Professor Kent A. Coit is the faculty director of the Transactional Law Program and the faculty advisor for the Transactional Practice Concentration. He will be available to answer substantive questions about the concentration before students decide to concentrate and during a student’s course of study. Questions about the administrative details of the concentration may be directed to Associate Dean Geraldine M. Muir.
