Kevin Wall

Understanding how businesses raise money to fund their operations is essential for any transactional lawyer. This is a survey class for international LLM students on the foundations of corporate finance -- its functions in a corporation and the underlying principles of contract and corporate law that influence the structure of basic corporate finance instruments, i.e., stock, preferred stock, varieties of debt, and other aspects of capital raising for public and privately held companies. The seminar will introduce students to basic US and international accounting principles, fundamental financial statements, concepts underlying the time value of money, interest rates, the valuation of companies, and mergers and acquisitions. The focus will be on understanding the business functions of these instruments; the choices that business managers must make between different ways to raise capital; and the legal dimensions of corporate finance instruments that international corporate lawyers must know in order to advise business clients interested in doing business in the US. The course will also discuss the financial markets in which capital is raised. Prior coursework in accounting, while helpful, is not required. Basic concepts from finance, such as risk, return, control, cost of capital, diversification, etc., will be introduced conceptually rather than through using finance math. In addition, the course will have distinctly legal and practical component, exposing students to how corporate finance is captured in contractual documents. CO-REQUISITE: Corporations. Students with strong backgrounds in business or finance may find that this course is too elementary for them; they might consider JD corporate Finance instead. Limited to 25 LLM in American Law Program students. ** 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.

Individuals thinking about creating a business have a variety of business structures to consider. This course provides an exposure to the fundamentals of business organizations and modern forms of business including corporations, partnerships and LLCs as they are utilized in the US. It also emphasizes the transcendent importance of agency law as it relates to business organizations. The focus of the course is the corporation and will address the life cycle of a business from formation through dissolution. The theory of the firm is covered with an emphasis on the nuts and bolts of business law particularly issues raised by closely held as well as publicly held corporations. The fiduciary responsibilities of directors and officers as well as shareholder rights will be reviewed. Specific characteristics and the securities law requirements of public businesses will be introduced including the process by which a company “goes public”. In addition, we will introduce the methods used to finance businesses including debt as well as equity. Students will gain insight into the various alternatives used by US businesses to create long term value for their owners, customers, vendors and society. The course will provide a fundamental understanding of the concepts of various types of business organizations for students anticipating sitting for a U.S. bar exam. GRADING NOTICE: This course does not offer the CR/NC/H option. RESTRICTION: Please note that students who have taken Corporations for LLMs (LAW AM 815) or Corporations (LAWJD 816) are ineligible for the course.

Course about the legal structure and characteristics of business corporations. Topics include the promotion and formation of corporations; the distribution of power between management and shareholders; the limitations on management powers imposed by state law fiduciary duties and federal securities laws; shareholder derivative suits; capital structure and financing of corporations; and fundamental changes in corporate structure, such as mergers and sales of assets. The course serves as a PREREQUISITE to advanced courses. GRADING NOTICE: This class will not offer the CR/NC/H option.

Understanding financial statements and reports. The objective of the course 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 include: basic accounting principles, US GAAP versus IFRS, financial statement analysis, the relationship of the financial statement information to covenant documents, and accounting gamesmanship. RESTRICTION: Not open to students who have had more than one three-hour college course, or its equivalent, in accounting.

This course will focus on teaching students how to write client letters, internal memoranda, responses to IRS IDRs, and other documents common in tax practice. Students will be required to do multiple drafts of each assignment to allow for feedback and improvement on student writing. Additionally, there will be an emphasis on understanding the different audiences for each assignment (client, tax partner, government authority, etc.) and the relevant considerations in writing to each audience. Students will also be required to research and write the client letter and supporting memorandum in response to the problem set issued by the ABA Law Student Tax Challenge (submission to the competition is optional).