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 (3 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 760 Principles of Accounting (3 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 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 802 Estate and Gift Tax (2 hours) Federal estate taxation of estates and gift taxation of inter vivos transfers, including generation skipping transfers.

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 (3 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 806 Income Taxation of Estates and Trusts (2 hours) Federal income taxation of trusts, estates, and their beneficiaries. Grantor trusts. Income in respect of a decedent. Estate and Gift Tax is a required.

Law 807 Partnership Tax (3 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 810 Estate Planning (2 hours) Income tax and estate and gift tax planning for individuals. Pre-requisites: Estate and Gift Tax required, Income Taxation of Trusts and Estates (recommended).

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 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 840 Intellectual Property (3 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 865 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.