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Course Descriptions

Law 645 Choice of Business Entities (2 hours) This is an advanced business organizations course giving special attention to problems associated with limited liability protection for the owners of the business enterprise and the choice of business entity as applied to emerging technology-based companies.

Law 703 Corporate Mergers and Acquisitions (2 hours) This course covers the corporate law aspects of corporate mergers and acquisitions. The advantages and disadvantages of various acquisition forms, such as mergers, asset acquisitions, stock purchases, and tender offers are discussed. Significant focus is given to the duties of the board of directors of the selling company, including the duties of the board in both negotiated and hostile acquisitions. Anti-takeover devices are considered, and securities law issues are surveyed.

Law 709 Advanced Securities Regulation (2 hours) This course covers various federal statutes regulating the issue of corporate securities and the cases and regulations that arose from those statutes, with particular attention given to the application of that body of law to private companies and smaller securities offerings.

Law 748-901 Advanced Corporate Law: Venture Capital and Private Equity (2 hours) This course will offer a practical, real-life approach to the legal and business issues facing the owners of dynamic, high-growth ventures in their quest for capital throughout the business life cycle and, ultimately, as they define and pursue an exit strategy. The subjects to be addressed include entity design choices, raising capital from private sources, venture capital, traditional debt, leasing, government funding, compensation techniques involving capital, and joint ventures and strategic alliances and business combinations.

Law 748-901 Special Problems in Corporate Law-Offshore Financial Transactions (2 hours) This course provide a foundation for the examination of international business and tax strategies and related policy issues. The course will provide introductory knowledge and concepts to students, so that, as part of their legal practice, they will be able to assist clients in evaluating international business strategies. Students will study the various business goals that may motivate U.S. corporations to organize and utilize offshore business entities, and will examine the broader policy and legal issues related to the use of such entities. Most importantly, students will have the opportunity to meet and interact with professionals and policy-makers from the Cayman Islands

Law 760 Principles of Accounting (2 hours) This course will combine a survey of basic financial accounting principles and business valuation concepts with a detailed examination of tax accounting issues, including those dealing with inventories, accounting methods, and conformity between tax and financial accounting. By the course end, students analyze financial statements and understand the basics of equity valuation.

Law 761 International Tax (2 hours) This course considers the principles and underlying policies of the United States taxing system concerning: (1) income earned by United States citizens, resident aliens, and corporations from business and investment activities abroad and (2) income earned by nonresident alien individuals and foreign corporations from business and investment activities in the United States. The course will examine basic international tax jurisdiction issues; source of income and allocation and apportionment of deduction rules; the taxation of foreign persons’ United States trade or business income, non-business income from United States sources, and the sale of United States real property interests; an introduction to the foreign tax credit provisions; the foreign earned income exclusion in §911; the role of tax treaties; and an introduction to Subpart F and the other so-called “anti-deferral” mechanisms.

Law 765 Advanced Corporate Finance (2 hours) This is an advanced course in corporations emphasizing the legal conflicts between corporate bondholders, preferred shareholders, common shareholders, and corporate management in a variety of transactions, including recapitalizations, redemptions, mergers and acquisitions, and conversion of securities. The course focuses on the role fiduciary duties and contractual arrangements play in addressing these problems and examines the concepts, from a legal point of view, surrounding enterprise and securities valuation.
Law 796 Tax Exempt Organizations (2 hours) Federal income tax rules for-exempt organizations. Classification. Administrative requirements. Penalty taxes. Unrelated business taxable income.

Law 801 Personal Income Tax (2 hours) Introduction to the U.S. income tax with emphasis on income taxation of individuals. Study of basic concepts of income, exemptions, deductions, credits, and tax rate structure. Some emphasis on fringe benefits and employee compensation issues.

Law 803 Capital Transactions (2 hours) Study of capitalization rules, depreciation, and other capital recovery mechanisms. Federal income tax rules applicable to capital gains and losses. Non-recognition transactions. Limitations on losses, e.g., passive activity loss rule. Alternative minimum tax.

Law 805 Corporate Tax (2 hours) This course examines the federal income taxation of corporations and their shareholders including the income tax consequences of organizing corporations, corporate distributions, redemptions, and liquidations. It includes study of Subchapter S.

Law 807 Partnership Tax (2 hours) This course examines the federal income tax consequences of organizing, operating, and terminating partnerships.

Law 808 Tax Procedure ( 2 hours) Administrative procedure before the Internal Revenue Service, rulings, compromise agreements, deficiency assessments, refunds, penalties, statutes of limitations, Tax Court jurisdiction and procedure.

Law 809 Employee Benefits/Executive Compensation (2 hours)The course is an introduction to the fields of employee benefits and executive compensation law. It addresses the federal income tax treatment of Deferred Compensation, Qualified Retirement Plans, Defined Benefit Retirement Plan Funding, Individual Retirement Accounts, Simplified Employee Pensions, American Retirement Plan Policy, Welfare Benefit Plans, The Employee Retirement Income Security Act of 1974 (“ERISA”), Labor Law, Employment Law and Employee Benefits , Governmental and Nonprofit Plans, Deferred and Incentive Compensation, Employment Agreements and Policy, and Employee Benefits in Mergers and Acquisitions.
Law 811 Advanced Capital Transactions (2 credits) Further study of capitalization and cost recovery rules. Alternative minimum tax. Modern tax shelters and IRS responses to them. Federal income taxation of natural resources, agriculture, and real estate development. Prerequisites: Capital Transactions.

Law 812 Advanced Corporate Tax (1 hour) Federal income taxation of corporations and their shareholders. Income tax consequences of organizing corporations, corporate distributions, redemptions, and liquidations. Includes study of Subchapter S.

Law 813 State & Local Taxation (2 hours) Description of typical state taxes: Ad valorem (property), sales and use, individual and corporate income taxes. Study of federal cases and statutes that limit states in design of their tax systems.

Law 816 Business Drafting (2 hours) This course focuses on legal drafting in the business setting and assumes mastery of topics from 5 prior required courses. It is taught through the use of problems that frequently arise in business. Students will be required to critically analyze facts and then draft and evaluate typical documents including corporate documents, loan and purchase contracts, partnership agreements, and employment agreements. This course will include recorded lectures and two in person summer sessions during which the professor will demonstrate document drafting and post exercises on the course webpage for students to complete before returning to the summer comprehensive exam weekend.

Law 820 Advanced Partnership Tax (1 hour) This course will examine selected topics of partnership taxation, including disguised sales, mixing bowl transactions, anti-abuse rules, and death of a partner. The course will also focus further on certain transactional issues arising in liquidation, termination, incorporation, and merger of partnerships. The course will cover the major rules applicable to Subchapter S Corporations and include a comparison with the partnership rules as well as tax issues in the areas of family limited partnerships and private equity partnerships.

Law 831 Criminal Tax Procedure (2 credits) An in-depth examination of the criminal aspects of the federal tax laws from 1920 to the present. Course explores and analyzes the various methods of proof used by the IRS in investigating and prosecuting criminal tax fraud cases; investigative techniques; the rights to cooperate in the investigation or to refuse to do so; the protections of the Fourth and Fifth Amendments; grand jury investigations, the right to a conference; motions before indictment; preparation for trial from prosecutorial and defense perspective; the trial; parallel proceedings; and the Federal Sentencing Guidelines.

Law 839 Intellectual Property for Technology and Business Development (2 hours) The course addresses the policies underlying the protection of intellectual property and compares the different ways organizations and individuals can use intellectual property to protect their interests. Particular attention will be given to the role patent protection, trademark protection and copyright have in emerging businesses and technology-based companies. The course will also address the conflicts between patent protection, trademark protection, and copyright.

Law 840 Advanced Intellectual Property: Technology Licensing (2 hours) This course will provide future business lawyers with important information about licensing corporate intellectual property assets (including patents, trademarks, copyrights, data, trade secrets, software, bio-technologies, and other types of valuable information), and limiting corporate liability with respect to those assets. The course places particular emphasis on emerging technologies, open source licenses, patent licenses, biotech licenses, and antitrust issues in licensing. The course will involve actual negotiation sessions with scenarios provided and exercises in drafting specific provisions commonly used in technology licensing contracts and in international licensing contracts.

Law 685 Advanced Business Planning (2 hours) This course focuses on the development and use of concepts derived from a number of legal areas in the context of business planning and counseling. Topics such as formation of business entities, sale of a business, recapitalization, division, reorganization, and dissolution are considered. It considers application of laws relating to unincorporated and incorporated business organizations and the federal income taxation of such organizations in the context of business planning and counseling situations.