Corporate Lawyering

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.

This intensive course will introduce students to the practical aspects of all stages of business litigation, from client intake to appeal. Students will learn now to use relevant tools, including court and governmental websites such as PACER, the official US District Court websites, and the North Carolina courts website, as well as how to complete required court forms.

Legal project management (“LPM”) is a practice management method designed to plan, budget, execute, monitor and control a legal engagement, typically involving a litigated or transactional matter. LPM methodologies provide predictable cost while maintaining profitability. LPM as a discipline focuses on developing the tools and skills to proactively scope, plan, budget, execute, evaluate, and communicate about a given undertaking, whether it be litigation or a business transaction. This course will expose students to LPM, to enable students to achieve certain identified learning concepts. Various texts and materials will be used, including leading LPM applications. We will discuss readings weekly, as well as engage both in and outside of the classroom with case studies and assignments designed to simulate real-practice, LPM tasks.

This seminar provides a guide to representing corporate clients throughout the corporate life cycle – from the formation of the entity to taking it public. We would begin the course by reviewing the entity choice considerations covered in Business Organizations, but also discuss the practical steps required to form each entity type. Then, we would outline some of the most significant issues growing companies face. This would include ownership disputes, administrative considerations, vendor and sales contracts, employee relations, basic financing arrangements, offering ownership interests, and consolidation. Finally, we would discuss the process of going public. Each day, we would introduce documents we use in our practices and ask students to draft on key sections in light of concepts introduced in the course of the class.

Before acquiring, merging, or selling a company or assets, purchasers and sellers need to engage in a process of better understanding the company or assets in the transaction as well as the risks inherent in the transaction. A key element of corporate law practice is engaging in “due diligence” to help the client understand the transaction’s elements, risks, and possibilities. New attorneys are often asked to conduct due diligence without any significant training. This course seeks to fill that gap by first establishing the legal reasons for conducting due diligence and a lawyer’s professional obligations in the process. It will then use a combination of lectures and skills exercises to explore how to conduct due diligence on corporate matters such as minutes and bylaws; commercial matters such as contracts; and compliance matters such as environmental and sustainability.

Explores the relationship between international trade and economic development. Examines the theoretical foundations of trade and development and evaluates the impact of trade policies on economic growth, poverty alleviation, and income inequality in both developed and developing economies.

As a matter of baseline knowledge, law students should have a better understanding of business entities and our complex economy. The purpose of this class is to give students a working knowledge of essential concepts in business. The class focuses on teaching useful intellectual skills associated with a working knowledge of accounting, financial statement analysis, finance, valuation, capital structure, financial instruments, capital markets, corporate transactions, operations, and business strategy. The course concepts are interconnected and their mastery serves two purposes: (1) to better appreciate a business client’s legal problems; and (2) to better appreciate concepts seen in other upper-level courses such as Business Organizations, Securities Regulation, Corporate Finance, Bankruptcy, Taxation, Business Planning, Mergers & Acquisitions, and any other business-related course. Students taking this course cannot also enroll in Law and Accounting. Students with significant prior business experience or exposure may only enroll with permission of the professor.

Law firms that represent business entities must understand the needs and expectations of those entities to succeed. Many such entities have in-house lawyers who, among other things, manage those entities' relationships with law firms, so the expectations and wishes of those in-house lawyers will ultimately determine the success of the law firms with which they work. This course will introduce you to the world of corporate law departments and in-house lawyers. What perspective do in-house lawyers apply to their companies' law-related problems and issues? How do they work with and manage external resources such as law firms? We'll speak with current and former in-house lawyers and we'll cover the scope of the role of in-house lawyers and corporate law departments, how their presence has impacted the legal profession and how their perspectives will continue to shape how lawyers, both in-house and outside the client organization, can better serve that organization by delivering legal service of higher value to the business.

As defined in this course, White Collar Crime means intentional wrongful acts contrary to law or public policy, generally based on deceit or breach of trust, and involving abuse of power, status, or office. The objective of the wrongful acts is usually financial benefit to the perpetrator and financial harm to the victim. Though physical harm is not necessarily intended, it may result from the wrongful acts. Central themes of the course are the societal detriment cased by white collar criminal activities and the pervasive disparity in punishment accorded to white collar criminals as compared to ordinary street criminals. The course will provide an overview of the core federal statutory regime and major federal cases in the field.

This course covers torts that businesses suffer and in which other commercial entities are the defendants. Tort law’s primary focus is on protecting against personal injury and property damage. But businesses can’t suffer personal injury and frequently the harm that they do suffer is pure economic loss. This occurs due to fraud, negligent misrepresentation, and interference with contract. At the same time, tort law has been reluctant to interfere when the parties are in a contractual relationship and the risk of loss has been (or could have been) addressed by agreement of the parties in their contract. Thus, when the only harm caused is economic loss, such as lost profits, identity theft, a loss of an inheritance, the benefit of the bargain in a contract, an opportunity to start a new business, or a product that does not perform as it should have, tort law has been very restrictive about providing relief, leaving most of such harm to contract law or uncompensated. This course will cover the areas in which tort law does provide protection and for pure economic loss and the areas in which it has deferred to contract.