Introduces the field and discipline of financial accounting. This course seeks to acquaint the non-financial student with the general purposes of accounting and the role of independent accountants in business and society. Intended for lawyers who have a non-financial background, the student will be introduced to the mechanics and terminology of financial accounting and will learn the basic principles and procedures of accountancy in the preparation of financial statements. With this foundation, the student will learn the purpose behind each of the individual financial statements and how to analyze and interpret the financial statements.
Examines legal and economic concepts of monopoly and monopolization, and integration of previously independent firms through horizontal, vertical, and conglomerate mergers under federal antitrust laws.
Covers principles and operation of the Sherman Act, Clayton Act and Federal Trade Commission Act and their effect upon conduct, as opposed to structure, of American industry. Examines issues of price fixing, boycotts, exclusive dealing, territorial allocation, tie-ins, franchise terminations, and governmental immunity for anti-competitive regulations.
Introduction to rights and obligations of financially distressed debtors and their creditors. Analyzes the Federal Bankruptcy Code and the Code's impact on general non-bankruptcy law.
Discusses formation and organization of basic business organizations. Examines structure, finance, management, and control of business enterprises; rights and liabilities of owners, fiduciaries, and third parties; shareholder informational rights, shareholder suits and issuance of shares; and introduces problems of close corporations and state statutory and administrative regulations.
Presents exercises in solving typical problems in the formation and operation of closely-owned small businesses, including business and financial considerations, and application of state and federal tax, partnership and corporation laws to such organizations. Business organizations and Introduction to Taxation are recommended, but not required prerequisites.
This course deals with issues arising from the separation of ownership and management that is inherent in the corporate form of business organization (as distinguished from the partnership form and the sole proprietorship), and the relative roles, powers, rights and obligations of, and the conflicts between, shareholders (owners) on the one hand and directors and officers (managers) on the other, with most of the attention, and jurisprudence, being focused on the publicly-held corporation. Students will survey the classic cases addressing the responsibilities of corporate directors and then move on to examine the more contemporary jurisprudence, particularly the headline-making Walt Disney litigation, and the growing body of "federal corporate law" in the wake of the Enron and WorldCom scandals. The course will explore such topics as the impact on management conduct of the threat of civil litigation and criminal prosecution, the decline of the "imperial CEO," differing notions of director independence, the shift from director passivity to director activism, the "balkanization" of corporate boards through committees, the trend toward enhanced shareholder empowerment in the nomination and election of directors, the differences between so-called "best practices" and legal mandates, and the application of political governance norms to management of the modern business corporation.
This course is a seminar that will meet once each week for two hours, with class time spent mostly in discussion and problem solving.
Prerequisite: Business Organizations.
The goal of this course is to educate students in business and legal issues which arise in sophisticated corporate transactions. Business and legal considerations will be illustrated by examining the elements which constitute a leveraged buy-out of a publicly held business by the current management team. Considerations examined will include: basic financial projections, loan underwriting and documentation, venture capital terms and documentation, choice of entity considerations, issuance of stock to founders, vesting and Section 83(b) elections, asset acquisition documentation, and federal & state securities compliance.
Prerequisite: Business Organizations.
Suggested prerequites: Intro to Tax, Securities, Accounting for Lawyers
This course addresses the legal and equitable remedies of creditors and the protections afforded debtors who have entered into secured and unsecured transactions. Topics include: consensual liens in the real estate and personal property contexts; non-consensual liens; judicial and non-judicial collection rights; priority among competing creditors; debtor protections, including statutory and common law remedies; and Art. 9 of the Uniform Commercial Code.
This course does not cover bankruptcy law. Not open to students who have taken Secured Transactions or Commercial Law Survey. This course will be offered in place of Mortgages and Liens and Secured Transactions. Some of the coverage of this course overlaps with Commercial Law Survey and students will not be allowed to enroll in both courses.
This course is about how the criminal process addresses misconduct committed not just for the benefit of individuals, but also for the benefit of some collective entity. In most such investigations or prosecutions, the entity is a business, such as a corporation or partnership, but it could also be a not-for-profit group or even a unit of government. The course will not spend much time on the substantive law of various crimes that are often charged against business conduct, but will focus on use of the criminal process with respect to entities themselves, with a view either toward the actual prosecution of such entities, or toward enlisting their cooperation in the prosecution of individuals.
Studies the rules governing federal taxation of corporations and their shareholders. Covers tax consequences to corporations and shareholders of corporate formations, distributions, redemptions, and liquidations.
Prerequisite: Introduction to Taxation
Studies the rules governing the federal taxation of pass-through business entities, including partnerships, LLCs, LLPs, etc. Topics include tax consequences of the formation of pass-through entities, allocation of tax items to partners and members, distributions by pass-through entities, and sales of interests in these entities.
Explores issues concerning sales transaction and payment mechanisms in modern commerce. Focuses primarily on domestic commercial transactions under Articles 1,2,3,4 and 5 of the Uniform Commercial Code and compares the law governing international transactions governed by the U.N. Convention on the International Sale of goods, and the Uniform Customs and Practices for Documentary Credits (UCP 500).
Prerequisite: Contracts (required first-year course). Not open to students who have taken Commercial Law Survey or Sale of Goods.
Studies registration and prospectus requirements and exemptions for public and private offerings and sales of securities; regulation of securities transactions; regulation of corporate transactions such as mergers, acquisitions, takeovers, and tender offers; regulation of securities broker-dealers, exchanges and associations; and civil liabilities under the federal securities statutes.
Prerequisite: Business Organizations
Examines fundamental and practical issues of federal and New York administrative law. Deals with the scope of power of administrative agencies and the relationship of such agencies to other branches of government.
Examines application of the antitrust law to healthcare activities, including restrictions on healthcare advertising, enforcement of trade association ethical rules, peer review by hospitals, provider-payer relationships, physician joint ventures, and hospital mergers.
Refers to a collection of statutory and common law recognized causes of action that arise out of business competition. Surveys these causes of action and analyzes them in the context of providing a source of protection to a business which is subject to potential economic harm from competitors, employees, suppliers, and others. Coverage will include false advertising, business defamation and disparagement, interference with contractual and prospective business relationships, misappropriation of trade values such as ideas, trade secrets, publicity rights, and mispresentation. Prohibitions against unfair and deceptive practices under the Federal Trade Commission Act will also be covered. Trademark issues fall outside the coverage of this course. Not open to students who have taken Unfair Trade Practices.
This course explores the various sources of law that impact upon consumer credit and other consumer transactions, including common law, state consumer legislation, federal consumer legislation, and federal consumer regulations. consumer problems discussed include deceptive trade practices, usury, credit terms, credit disclosures, credit discrimination, adhesive contractual provisions, and the liability of sellers, lenders, third parties, and assignees. Students will review fact problems and actual loan documents to assess consumer claims and defenses.
The course will explore the issues concerning protection of intellectual creativity under the United States copyright laws; we will consider such matters as the nature of copyright, the statutory scheme, the kinds of works subject to copyright, and the extent of protection afforded those works. The grade will be based on performance on an end of semester examination.
Focuses on the legal requirements of electronic commerce including issues of electronic contracting, tort, defamation, constitutional law, intellectual property, procedural, domestic and international conflicts and regulation.
Students who have taken Internet Law will not receive credit for this class.
Surveys legal approaches to employment discrimination based on race, color, religion, national origin, sex, sexual orientation, disability, and age. Examines Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, and other federal civil rights statutes.
Familiarizes students with the matrix of legal protections available to employees and employers from the hiring process to termination of the employment relationship.
Focuses on developing general analytical framework for understanding environmental law, including development of common law, with emphasis on statutory and regulatory techniques for pollution control.
Dozens of field placement opportunities exist for second- third-year students. They spend a minimum of 10 hours per week at their field placement site and participate in a one-hour weekly seminar.
Note that most field placements need to be topic related and approved by a concentration advisor to count toward a degree.
The goal of this course is to introduce law students to basic concepts in finance essential in understanding more complex financial models. Following the basic introduction, the course focuses mainly on analysis of "derivative" instruments, how to use them in different economic situations, and the benefits/ consequences of helping clients set up contracts employing them when investing or conducting business, both locally and globally. The instruments are analyzed from two separate points of view: speculative and hedging. Tools and basic models that help in understanding the appropriate usage of different derivatives in different situations will also be introduced and examined.
Through the course analysis, students will develop a thorough understanding of the models that influence and eventually determine the relationships among different derivative instruments. Cases are used to analyze actual situations and explore different possible solutions using derivatives, determining the best choice for the particular risk exposure in the case. The course will be taught on the assumption that the students have no prior knowledge of these financial instruments.
Examines the structure and financing of our healthcare system, focusing on Medicare, Medicaid, and private health insurance. Examines issues related to managed care, regulation of employer health benefit plans, and how health reform deals with the issue of the growing uninsured population.
Focuses on statutes and decisions governing transfer and risk distribution of potentially harmful events. Examines contract law and considers the business of insurance from the standpoint of regulators, courts, insurers and consumers.
Examines topics related to conduct of international business: international private trade, U.S. and international regulation of trade, international private investment, international financial markets, international regulation of monetary affairs, and dispute resolution.
Surveys federal income tax law, especially as it relates to taxation of individuals.
Analyzes use of arbitration to resolve both private and public sector labor disputes. Covers contract interpretation, disciplinary arbitration, and strategies and techniques in presenting an arbitration case.
Prerequisite: Labor Law or Labor Law in the Public Sector
Covers the developing body of law governing relationships among employers, employees, and unions. Considers the impact of collective bargaining on rights of individual employees, management's prerogatives, and public welfare.
Explores statutory and constitutional framework of collective bargaining in the public sector. Emphasizes a comparative approach to problems of strikes, organizational activity, bargaining frameworks, impasse resolution, and administration of collective bargaining agreements.
Introduces negotiation skills, offering hands-on experience preparing for and negotiating legal issues.
Examines the non-profit regulatory environment and the role non-profits play in our economy and culture. Explores state and federal regulation and how it compares to for-profit corporations and governmental agencies. Provides in-depth coverage of the many compliance standards imposed on organizations seeking to obtain and maintain exempt status.
Examines the major bodies of United States law available for protecting intellectual property rights in inventions and discoveries. The majority of the course is devoted to studying patent law, including the patenting process, patent validity requirements, patent infringement, and the nature of rights secured by a patent. The course also covers trade secret law, including trade secret-eligible information, trade secret requirements, and the rights secured by a trade secret. The course concludes with an examination of the relationship between, and the relative advantages and disadvantages of, patent and trade secret law for protecting intellectual property rights.
Examines standard residential and commercial real estate transactions, including consideration of brokerage arrangements, contracts of sale, methods of financing, methods of title protection, mortgage markets, construction loans, permanent financing, and federal income tax issues. The course will include instruction in drafting and one or more other professional skills.
(Fall Registration Only - This clinic is a year-long experience.)
This course will familiarize students with securities arbitration law. Students will study the statutes and regulations governing broker-dealers (brokerage firms) and registered representatives (stock brokers). Students also will represent eligible investors, under faculty supervision, in arbitration proceedings sponsored by the Financial Industry Regulatory Authority or FINRA. Through in-class exercises and client representation, students will be trained in fact investigation, witness interviewing, early case assessment, the use of expert witnesses, the preparation of pleadings, discovery, and arbitration practice (including opening and closing statements, witness examinations, and the presentation of evidence).
Pre/Co-Requisite: Securities Regulation (or comparable experience)
The course deals with the creation, enforcement, and limitation of trademark rights, including the impact of technological change (such as the use of the internet) on traditional concepts, and related unfair competition issues. The grade will be based on performance on an end of semester examination.
Written under faculty supervision on a relevant aspect of business law. The paper must qualify for the Law School's upperclass writing requirement, and may or may not be used to satisfy that requirement.
(Effective November 6, 2012)