This course seeks to demystify the deal-making process by examining how people actually negotiate transactions, why they act the way they do, how the multitude of laws and regulations applicable to transactions shapes the conduct of these actors, and focuses heavily on the role of lawyers in transactions from advising the board of directors to drafting documents.
Since 1991, Mergers and Acquisitions have grown in importance in the capital markets and have become the preferred exit strategy for investors. A typical merger transaction involves both time constraints and dealing with a host of legal and social issues simultaneously such as: formulating negotiating strategy, complying with securities law, soliciting proxies, document preparation, board governance and fiduciary duties, employment law issues and antitrust concerns. We will utilize actual transactions involving technology companies to illustrate how lawyers and their clients address these areas. The course will highlight valuation and other areas germane to technology and emerging growth companies and explain the impact of recent regulatory reforms (such as Sabannes-Oxley) on the market for corporate control. We will use real-life examples of how current problems (such as options backdating) arise and are addressed in the context of a transaction. Students will participate in a mock negotiation regarding an actual transaction. Students should exit the course with not only an understanding of how deals are done, but also why they are done.
Exam Notes: TH
Mergers & Acquisitions in High Tech (M. Kenn*dy)
Constructing the Corporate Deal (M. R*ss)
prerequisites: Corporations I
The class will explore how corporate mergers, acquisitions, sales, and business combinations are conceived, structured, negotiated, and documented. We will use documents from recent transactions to examine the principal issues that arise from inception to closing of a deal. The course will focus on the competing interests of buyers and sellers and how counsel for each side addresses those interests.
Exam Notes: TH
Current Issues in Executive Compensation and Corporate Governance (J. Fr*ed)
This seminar focuses on on executive compensation and, more generally, the governance of large public corporations. It will consider, among other things, how and for whom corporations should be governed, recent research into the role and implications of executive compensation arrangements, and why certain countries appear to provide better corporate governance practices than others. The readings will be drawn primarily from law review articles and empirical literature in other disciplines, primarily economics. Some background in business, economics, or finance is helpful. Students will be asked to submit a short response paper on the material before each week's class. The grade is based on these papers and class participation.
Exam Notes: P+
Construction Law (Al. Harr*s)
The course will cover the relationships between the parties involved in the design and construction process; the key provisions to be included in construction and design contracts; the allocation of responsibilities for the timely completion of the project in accordance with the design intent; the obligations and protections for subcontractors and suppliers; and the means of resolving disputes between the parties involved in the construction process.
Exam Notes: TH
Business and Legal Issues in Real Estate Development (B. Fal*k)
This course is designed as an interdisciplinary course for business and law students and will focus on the legal and business aspects of real estate development. The course will also be available to a limited number of public policy and city and regional planning students. The course will include consideration of every aspect of the acquisition, planning, entitlement, environmental review, political, community support, legal and initiative challenge, and ultimate disposition of a fully-entitled, 1500-acre unit master planned property in California. The course will analyze the legal, environmental (including green technology and smart growth), business, and strategic components of each stage of the development and entitlement process from the perspective of developers, lawyers, community groups, political decision-makers, and environmental organizations. Law students will learn to evaluate business risks and to make business decisions regarding real estate, and business students will gain a conceptual framework for understanding legal issues regarding real estate development. Course materials will include legal and business cases, statutes, contracts, private placement memoranda, partnership and operating agreements, initiatives, land plans, and environmental documents. There will be frequent guest lecturers who are expert in each of the areas covered by the course.
Exam Notes: TH
Real Estate Transactions II (Secured Transactions) (C. Hans*n, S. Morg*r)
This is a course on security transactions in land. It covers real property security devices (installment land contracts, mortgages, deeds of trust, and possessory security interests) and the problems connected with real estate security, including redemption, subrogation, priority, subordination, judicial and nonjudicial foreclosure, antideficiency provisions, multiple security and mixed collateral loans, the transfer of debtors' or creditors' interests, state and federal regulation, and allocation of ultimate loss.
Exam Notes: TH
New Business Counseling Practicum (W. K*ll)
In the Practicum, students will learn and apply a broad range of knowledge in law and business related to the development of new businesses, through classroom learning, field trips, participating in simulations, and ultimately assisting real business start-ups. Class time will be primarily devoted to preparing students for consulting with real entrepreneur clients during the term, specifically entrepreneurs who are beginning new business ventures (either for-profit or non-profit). Students will work in interdisciplinary teams and under Instructor supervision, to research and formulate options that will address their entrepreneur clients’ needs.
The course will ready students for transactional lawyering with business clients, but in the larger sense, will demonstrate in depth what is needed to start a successful business. The course will also examine ethical issues and other critical practice matters for transactional lawyers.
Prerequisites: Students must be either 2L or 3L, AND also have taken Civil Procedure and Evidence (or be concurrently enrolled) Note: This is an interdisciplinary class, so there are 14 slots available to Boalt students, and 4 slots available to students from the Haas Business School.
Exam Notes: P
Drafting Legal Documents for New Businesses (W. K*ll)
In the Drafting course, students will learn and apply a range of knowledge in law and business related to the development of new businesses, particularly in the context of drafting key documents for business organizations. Most new businesses require that certain legal documents be drafted to begin their existence (e.g., articles of incorporation, charters, bylaws). For some businesses, formative documents resemble more of an “agreement,” in which expectations are set forth for those participating in the business (e.g., a partnership, or limited liability company (LLC)). Some businesses need to prepare and file substantial documents in order to obtain certain additional governmental benefits or status (e.g., an application for federal tax exempt status under 501(c)3 of the IRS Code). In addition, businesses often need personnel policies, contracts, grievance procedures and other human resource related forms to effectively manage employee relations. These and other key documents have unique requirements but also a number of common rules for drafting which are not often highlighted in general courses on contracts, tax, and other substantive areas of the law. Through the course, students will gain experience drafting key documents for new businesses, assisted through individualized comments and critique provided by the instructor.
Exam Notes: P+
Commercial Transactions (J. Kos*l)
This is an advanced course in contracts. It is primarily an intensive statutory analysis of Article 9 of the Uniform Commercial Code. It focuses on the formation and performance of contracts for the sale of goods and the remedies for breach.
Exam Notes: F
Sports and the Law Seminar (S. Sug*rman)
This is NOT the traditional Sports and the Law course. It is instead a 2 unit seminar in which each student will write a chapter for a “volume” that I plan to call Sports Stories and which I will put on-line on my webpage. (For student torts stories, written for a somewhat similar seminar, see my webpage: www.law.berkeley.edu/faculty/sugarmans/ ) Like the Stories series that Foundation Press publishes for other law school courses, the idea here is to tell the story behind, around, and after the litigation of some important case in the sports and the law world. Students will be able to select which story to tell, so long as there is no duplication. For the first portion of the term, the class will together read and discuss Paul Weiler’s 2001 book “Leveling the Playing Field” (probably best bought on line) plus some updates on sports and law developments in the past few years (prepared by Professor Gary Roberts and distributed to students via e-mail). For the second portion of the term, we will read and discuss the student-written sports stories. Each story should be approximately 10,000-12,000 words (about 25 published pages, perhaps up to 40 pages typed). These stories can satisfy the Writing Requirement. We will discuss early on what “stories” should be like and how to do the necessary research, including interviews perhaps in many cases. Enrollment is limited to twelve (12) students. (Not open to students who have already taken Sports and the Law.)
Exam Notes: P
Business Law Seminar: Venture Capital and IPO Law (S. Bochn*r)
This practice oriented business law seminar is designed to provide students with an understanding of the business and transactional context in which select legal issues arise in advising the venture capital backed emerging growth company through various stages of development. The seminar will cover selected business, corporate and securities law issues in areas such as entity organization, venture capital financings, initial public offerings, and governance and disclosure reform. This seminar is structured to acquaint students with the type of corporate and securities law issues faced in a typical Silicon Valley-style corporate practice.
Exam Notes: F
Modern Financial Products (J. Dalhu*sen)
This course deals with a number of modern financial products operating in the international financial markets and with the essences of risk management in terms of modern hedging instruments (futures, options and swaps), securitisations and credit derivatives, and with the objectives and impact of banking regulation focusing also on the new international standards for capital adequacy (Basel II).
As far as the modern financial products are concerned, main problems arise with assets backed funding (like in floating charges, financial leasing, repos, and receivable financing), the characterisation of the relevant modern financial products in the applicable legal systems, and their bankruptcy resistency in a bankruptcy of parties requiring funding. Others concern the operation of the payment and securities transfer systems, the finality of these transfers, the role of clearing and settlement and the operation of central counterparties in this connection.
This is a three credit course which will be given till March 8. Exams will be after the end of this course in March. The main text that will be studied is Dalhuisen on International Commercial, Financial and Trade Law, 3d edition, Chapter 5 (2007).
Exam Notes: F
Investment Treaties (J. Dalhu*sen)
This course will deal with the protection of international investments under bilateral investment treaties (BITs) and with the ICSID arbitration facility. To the extent there is time, we shall also deal with NAFTA arbitration as a specific forum.
The essence of the course is the protection of mulitnational corporations in their foreign investments, but also the scope for corporate misconduct and the different economic and political conflicts that exist in this field.
Exams will be immediately after the end of this course in March.
The main text that will be studied is M Sornarajah, The International Law on Foreign Investment (2nd Ed. 2004) Important is also C H Schreuer, The ICSID Convention: A Commentary (2001, reprinted 2005). For Nafta, see Todd Weiler, Nafta Investment Law and Arbitration (2004). Further reading will be advised in class.
Students should have the text Model BIT Agreement of the US (of the 2004) and of the UK (of 2005) as well as the ICISD Convention, Regulations and Rules.
Good websites are: http://www.arbitration-icca.org
http://www.naftalaw.org
http://www.wto.org
http://worldbank.org/icsid
Exam Notes: F
Partnerships & LLC's (M. Bamberg*r)
LLCs and partnerships of all sorts (general partnerships, limited partnerships, LLPs and LLLPs) have become the entities of choice for many types of businesses, large and small, simple and sophisticated. In2006 more LLCs were organized than corporations were incorporated.
The course will examine the differences and similarities of unincorporated business entities (including LLCs and other partnerships); how they are created, managed, and operated; and the fiduciary and other relationships among participants in each form. In addition, issues of choice of entity in the context of common business transactions will be considered. Drafting exercises will be assigned.
Exam Notes: TH
Antitrust (H. Shel*nski)
Antitrust law embodies our nation's competition policy. This course covers the fundamentals of antitrust as well as underpinning legal and economic theory. Topics include horizontal restraints (monopoly, cartels, oligopoly, and miscellaneous cooperative activities among competitors); vertical restraints of trade between suppliers and customers (including resale price maintenance, territorial and customer restrictions, tying arrangements, exclusive dealing, and requirements contracts); and horizontal, vertical and conglomerate mergers.
Exam Notes: F
Corporate Finance and Law (E. Tall*y)
Prerequisite: Corporations I highly recommended
This is a two unit course. Its aim of the course is to explore the increasingly merging fields of corporate finance and corporate law, particularly in the domain of mergers and acquisitions, securities litigation, and shareholder litigation. In each of these domains, finance and law begun, in recent years, to lean heavily upon one another. Part of the reason for this growth has been due to the greater focus and expertise that financial economists have developed over the last half century to answer “real world” problems of legal significance. Another part is due to the greater emphasis that both federal and state courts put on issues pertaining to valuation, fairness of transactions, market dynamics, and the ability to quantify risks.
Exam Notes: TH,P+
Corporations II (R. B*xbaum)
prerequisites: Corporations I
This course will focus on securities fraud, voting and control arrangements, executive compensation, and to the extent time allows, corporate reorganizations, including tender offers, mergers and acquisitions.
Exam Notes: F
Corporations I, Spring 2008 (F. Gev*rtz)
This course will cover: a basic overview of the different forms for conducting business, forming corporations; liabilities of shareholders; authority, responsibilities, and compensation of managers, including the duty of care and duty of loyalty; voting and control arrangements; introduction to corporate finance.
Exam Notes: F
The Law & Policy of Modern Consumer Payment Systems (T Br*wn)
The course will examine the legal and policy issues raised by modern consumer payment systems. Modern systems, particularly payment card networks, have largely supplanted more traditional means of payment for most consumer transactions. The change in how consumers pay for goods and services has been accompanied by a dramatic increase in the complexity of the law that governs these systems. Federal legislation and regulation, state law and private contracts all play a role in governing these systems and allocating the costs and benefits associated with participating in such systems among the many participants. This course will focus on payment card networks such American Express and Visa, on-line money transmission systems such as PayPal, and check clearing systems generally known by the acronym ACH. The course will look at several issues including regulatory structure, privacy, consumer protection, corporate structure and the price of payments. No prerequisites are necessary.
Exam Notes: TH
Employment Law (J. Tr*e)
The course will cover the legal principles governing the employer-employee relationship as they are found in the common law, in federal and state constitutions, statutes, and administrative regulations. Labor law and empolyment discrimination law will touched on but not explored in depth. Rather, the course will focus on employee and employer rights under contract, tort and constitutional law principles, as well as under regulatory schemes such as the Fair Labor Standards Act (and analogous state laws), ERISA, workers compensation laws and worker health and safety laws.
Exam notes: F
