Corporate Formation and Governance
For a business to succeed, it needs to be established properly and governed responsibly. Attorneys help their clients with both formation and management. Initially, they assist determine whether to form limited liability companies, limited liability partnerships, joint ventures, or another business form. They also help businesses merge and acquire other companies by conducting “due diligence” checks of the entity being acquired, helping to secure financing, and helping to structure the deal. Once created, lawyers ensure that their clients comply with state and federal regulatory requirements, as well as meet their duties to shareholders, partners, and investors.
Courses
Courses designated as "primary" are foundational, while those listed as "secondary" contain relevant and related content. "Co-curricular" courses are credit-bearing extra-curricular activities, while "experiential" courses are practice-based offerings. Please keep in mind that the focus of any course will vary depending on the instructor.
Primary Courses
203: Business Organizations 3 or 4 credits PRIMARY
A study of the nature, powers, and obligations of private corporations, including their formation, management, and dissolution; the rights and duties of promoters, directors, officers, and stockholders; and the rights of creditors and others against the corporation; together with a study of the creation, nature, and characteristics of business partnerships.
257: Business Drafting 2 credits PRIMARY
This course focuses on legal drafting in the business setting. Students will be required to draft and evaluate typical documents including corporate documents, loan and purchase contracts, partnership agreements, and employment agreements.
258: Contracts and Commercial Transactions 2 or 3 credits PRIMARY
This "best practices" course introduces students to commercial law and to the structuring, negotiation, drafting, and review of common commercial agreements. These agreements include: (1) non-disclosure and confidentiality agreements, (2) employment agreements, (3) services agreements, (4) agreements for the sale of goods, and (5) lending and security agreements. In addition to exploring applicable law and theory, students analyze, draft, redline, and actively discuss actual commercial contracts. In so doing, students explore both the specific effects of various contractual provisions and the potential broader commercial implications of such provisions. If not taken to satisfy LAWR III, this course will also satisfy the Experiential Learning requirement. This course is a writing course with no exam. Contracts I and II are prerequisites.
401: Agency 2 credits PRIMARY
A study of the principal and agent relationship and rights and obligations of third parties with regard to principal and agent. Agency is one of the most practical and useful courses you can take. Virtually everyone who practices any type of civil law will face agency issues on a regular basis, whether it be in contract, tort, fraud, or business relationships. The course is taught by an adjunct professor who has a wide-ranging civil and criminal litigation practice (from employment discrimination and civil rights to business and personal injury) and uses the class to teach practical litigation skills and tips for the civil practitioner, breathing life into legal concepts learned in various other courses, such as contract, torts, civil procedure, and evidence.
423: Corporate Governance 3 credits PRIMARY
In recent years, corporate governance concepts and techniques have become increasingly important to effective corporate counseling and, in particular, in advising board of directors and board committees. This course presents a general overview of corporate governance, with an emphasis on matters important to advising boards of directors, including (i) the structure of the corporation and its purpose, ownership trends, corporate philanthropy and social initiatives and other governance concepts, (ii) composition and operation of the board of directors, including the importance of "independence" and diversity, (iii) obligations of directors, including fiduciary duties, conflicts of interest and the responsibility of "leading," (iv) routine and non-routine board operations, (v) shareholder and director participation in executive compensation decisions, (vi) director accountability and director protections, (vii) the role and rights of shareholders, (viii) shareholder activism, including tactics of activists and tools for dealing with activists, (ix) the market for corporate control, (x) legislative and regulatory governance initiatives, and (xi ) sources of governance law and practice (such as stock exchange rules, shareholder advisory firm policies and "best practices").
515: Corporate Bankruptcy: Financial Restructuring and Mass Torts 3 credits PRIMARY
This class offers an introduction to how business entities address financial distress and existential threats. By exploring preeminent bankruptcy cases – including Purdue Pharma, FTX, Boy Scouts of America, WeWork, Lehman Brothers, and Toys ‘R Us – we will connect theory to practice and illuminate the opaque world of corporate rehabilitation.
There are no prerequisites. The class includes an overview of the general principles and forms of relief offered by the federal Bankruptcy Code and discusses the options available to and strategy employed by corporate debtors. The class will provide students with an understanding of not only substantive legal rules but also the structure of the bankruptcy system and the policy goals that it seeks to achieve. Because bankruptcy law is statutory, we will focus on the Bankruptcy Code, supplemented by caselaw, and discussed in class through the medium of thought-provoking problems. Grades will be based on a final exam.
516: Secured Transactions 3 credits PRIMARY
A study of Articles 9 and 6 of the Uniform Commercial Code (UCC), which apply to transactions in which a debtor borrows money from a creditor and grants to the creditor a security interest in the personal property of the debtor to secure the debtor's promise to repay the loan.
517: Sales, Leases, Transactions and International Sales 3 credits PRIMARY
A study of Article 2 of the Uniform Commercial Code (UCC) , which applies to sales or transactions in goods, and related topics.
538: Antitrust 2 or 3 credits PRIMARY
An overview of federal antitrust law or competition law, including laws related to agreements restraining trade (especially agreements between competitors), monopolization and attempted monopolization, unfair trade practices, and merger policy and practice. These topics are relevant to all businesses and their lawyers. The course focuses on learning the fundamentals and a practical approach for counseling clients in this area.
561: Mergers and Acquisitions 2 or 3 credits PRIMARY
An in-depth analysis of federal and state regulation of corporate takeovers to include acquisition techniques, legal protection afforded shareholders and others, federal tender offer and disclosure rules, state corporate fiduciary law, and anti-takeover statutes. P-LAW 203.
620: Securities Regulation 3 credits PRIMARY
This course is your ticket into the world of securities regulation. You will learn the "ins and outs" of federal regulation of securities offerings (IPOs, private placements, and crowdfunding) under the Securities Act of 1933, as well as become familiar with the basics of federal regulation of securities markets and trading under the Securities Exchange Act of 1934. P-LAW 203.
Secondary Courses
205: Entrepreneurship and the Law 2 credits SECONDARY
Entrepreneurs and their companies face different legal risks than larger and more established companies. Emerging companies often have little leverage in the marketplace, requiring novel business and legal approaches to differentiate themselves from competitors. However, entrepreneurs also compete for the capital of VCs and other investors, whose focus on financial returns makes them more risk-averse than the entrepreneurs in whom they invest. Finally, many entrepreneurial enterprises begin as small as the proverbial mustard seed but often have correspondingly small legal budgets, creating issues in instances where assuring legal compliance will require significant resources of outside counsel. These distinctions significantly impact entrepreneurs’ legal needs and relationships with their outside attorneys. It is counsel’s job to deftly steer his or her entrepreneur clients between the Scylla of reinventing the wheel and the Charybdis of conforming with other companies, all while observing the requirements of legal ethics (and hopefully being paid for the work performed). P-LAW 203.
403: Conflict of Laws 3 credits SECONDARY
A study of the choice of law rules applicable where at least one of the operative issues in a case is connected with some state or country other than the one in which suit is brought at the national level or the international level; jurisdiction of courts over persons, things, and property in the national and transnational context; recognition and enforcement of judgments on the national and international levels; business and estate planning issues in law in different jurisdictions. (although this course is traditionally known as conflict of laws in the United States, it is known as private international law elsewhere)
413: The Law of Tax-Exempt Organizations 3 credits SECONDARY
Nonprofit organizations include large healthcare, educational, religious, arts, and political entities as well as small community services and advocacy efforts. Their vitality supports not only the people they directly serve but also the civil society that incubates new ideas, builds social capital, and strengthens democracy. Distinctive laws and traditions in the United States contribute to the dramatic growth of the nonprofit sector in size and influence. Also mounting is controversy over whether the benefits provided by nonprofit organizations justify their special statutory, regulatory, and tax treatment. This seminar will examine the historical and legal contexts for these debates and address: what justifies the rules governing nonprofit organizations? When should they be governed like private entities, when like public entities, and when like something different altogether? When and why are they exempted from taxation? To whom are they accountable? What cultural and legal changes should be promoted to address risks of self-dealing by nonprofit boards and staff; political debates over the benefits accorded to the sector, and related issues. Our focus on domestic nonprofits will include a comparison with the laws and practices of international nongovernment organizations.
443: Sustainable Corporations 2 or 3 credits SECONDARY
This course considers the sustainability of the modern U.S. corporation – that is, whether the corporation is capable of meeting current social needs while enabling future generations to meet their needs. The course looks at the corporation’s current design: its externalization of social costs, the short-termism of corporate decision-making, the “groupthink” culture of corporate management, and the corporation as a political actor. It then considers some current responses to these non-sustainable attributes: planet (voluntary environmental stewardship), people (voluntary EG movement), and profits (institutional shareholder activism). The course concludes by considering paradigm shifts: the new benefit corporation form, revamped ESG disclosure, new shareholder-management consortia — as well as the corporation as a moral organism and re-conceptualizations of corporate leadership. Students work in groups on a weekly basis, submit reflection papers for each unit, and write a paper at the end of the term on a “corporate sustainability” topic of their choice.
Experiential Courses
345: Semester in Practice 10 or 11 credits EXPERIENTIAL
This is the field placement component of a full term externship program and is paired with the Externship Lecture course. Total credits between Semester in Practice and Externship Lecture will total 13. The number of credit hours awarded to an individual student will determine the hours of work required at the field placement and meet or exceed the ABA standards. In accordance with ABA guidelines, students work at a placement under a supervising attorney. C-LAW 300.
361: Community Law and Business Clinic I 2 or 4 credits EXPERIENTIAL
In this hands-on transactional law clinic, students will gain practical experience in drafting and negotiating contracts, conducting due diligence, and advising clients on business transactions. Through simulations and real-world case studies, students will develop essential skills in client counseling, problem-solving, and transactional lawyering strategies under the guidance of a licensed attorney experienced in the area. By working directly with clients on business matters, students will learn to navigate complex legal issues and contribute meaningfully to transactions while honing their professional judgment and ethical decision-making.
362: Community Law and Business Clinic II 2 credits EXPERIENTIAL
A continuation course to LAW 361 Community Law and Business Clinic I.
412: NCAA Rules Compliance & Enforcement 2 credits EXPERIENTIAL
This course offers students a comprehensive overview of current NCAA rules, policies, enforcement procedures, and the manner in which they are applied at the Division I intercollegiate level. Students study NCAA rules and policies and NCAA infractions and judicial decisions that interpret these rules. Students also examine materials that offer differing perspectives on the NCAA regulatory system. Student performance is assessed on the basis of written memos and in-class presentations that evaluate case studies. Students are given a short final exam.
600: Negotiation 2 credits EXPERIENTIAL
This course explores the theory and practice of negotiation skills across multiple disciplines of legal practice. Through negotiation simulations, class readings, and lectures/discussions, it seeks to prepare students for one of the most vital components of being a practicing attorney -- the ability to properly represent your client's interests within the inevitable context of give-and-take that most areas of law involve.
676: Summer Externship 4 credits EXPERIENTIAL
This course is currently available only in the summer. The director of the externship designates one or more cities in North and South Carolina, usually including Charlotte, NC, and offers the students externships in a designated practice area. The practice areas vary from summer to summer. Students meet weekly with the director to integrate and apply the doctrinal insights received elsewhere in the law school curriculum and in the subject matter of the field placements.
Co-Curricular Activities
522: Journal of Business and Intellectual Property Law 0 or 2 credits ACTIVITY
The Law School publishes the Journal of Business and Intellectual Property Law. This publication features articles, notes, and comments from intellectual property practitioners, students, and faculty. The JBIPL encourages students to submit articles focusing on topics such as trademarks, copyrights, patent, trade secrets, unfair competition, cyberlaw, Internet business law, or any other subject of intellectual property. These items can be papers already completed for coursework or articles specifically written for the journal.
685: Transactional Problem Book 1 credit ACTIVITY
The Transactional Competition Board is a student-run organization that oversees transactional competitions and the preparation and publication of an annual Problem Book. Students selected by the Transactional Competition Board to prepare and edit the Problem Book receive one academic credit on certification of their work by a faculty member.
Faculty
The following faculty are knowledgeable about the topic and may be a useful resource for you.
Bess and Walter Williams Professor of Law
Professor of Law
Professor of Practice
C. C. Hope Chair in Law and Management
William T. Wilson, III Presidential Chair for Business Law