Finance and Securities
"Finance" is a sweeping term that touches on a wide variety of transactional and litigation matters. It can refer to private equity clients that buy and sell other companies, venture capital groups that invest in startups, and the long-term finances of individuals who invest in markets. Closely related to finance is the field of securities regulation, which addresses financial instruments like stocks, bonds, and mutual funds.
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
267: Stock and Bond Offering Documents 2 credits PRIMARY
Designed to give students further opportunities to develop their legal writing, research, and analysis skills in the context of preparing a securities offering document (i.e., a prospectus). Such offering documents contain disclosures about the issuer of the bond, stocks, or other securities, including (i) material risks to the business; (ii) an overview of the business (history, products, material property, etc.); (iii) a discussion of result results and financial position; and (iv) standard language provided in the context of similar securities offerings. The goal is to understand how legal counsel prepares the securities offering documents drawing on various sources of information and with reference to SEC rules and client instructions.
Secondary Courses
296: Investments for Lawyers 1 credit SECONDARY
This seminar provides an introduction to a range of investments that lawyers may encounter in a legal practice. Investments discussed during the course will include equities (preferred and common), fixed income securities (corporate and government), real estate, private investment companies (hedge funds, venture capital funds, private equity funds, and real estate funds), registered investment companies (mutual funds and ETFs), options, futures, and rights and warrants. The course will not provide an in-depth discussion of the taxation of these investments.
408: Commercial Leasing 2 credits SECONDARY
This course focuses on the negotiation and drafting of commercial real estate leases from the initial letter of intent stage to the final lease closing. Items studied and drafting exercises include: (1) letters of intent, (2) brokerage agreements, (3) commercial leases and lease provisions at various levels of the negotiation process, (4) subordination, nondisturbance, and attornment agreements, (5) estoppel certificates, and (6) lease memoranda. The course covers various forms of commercial leases, including ground leases, retail leases, subleases, and license and occupancy agreements. This course also focuses on professionalism and ethics in the negotiation and drafting process. In addition to learning applicable law, students receive regular evaluations of substantial drafting and negotiation assignments typical of those encountered in actual practice. The negotiation and drafting skills learned in this course apply to other areas of commercial practice. P-LAW 111.
479: Creditors' Rights and Basic Bankruptcy 4 credits SECONDARY
Almost every civil law course in law school is about reciprocal rights and duties between parties and liability for breach. Almost none of these courses covers law concerning how this liability is enforced, that is, how the injured party collects (usually damages) from the injuring party.
Enforcing liability is a separate area of law that is often labeled debtors’ rights and creditors’ remedies. It’s an umbrella subject that includes the state law means for creditors to enforce liability. The subject is often called creditors’ remedies and is mainly state law.
The state law of creditors remedies includes creditors with liens and creditors without liens. In most situations involving substantial contract credit, the creditor will acquire a lien by “consent.” If the collateral – the property subject to the lien – is personal property, Article 9 applies, which explains why we have a course called secured transaction which is really UCC Article 9. If the collateral is real property, different law applies which explains why we have courses related to real estate finance.
But fortuitous creditors – such as employees and tort victims and many other categories of fortuitous creditors don’t acquire consensual liens These creditors are known as unsecured creditors. A disparate bunch of state laws and a very few federal non-bankruptcy laws give them by default (bv operation of law) remedies against the person who wronged them.
This course covers these default, state law remedies of unsecured creditors and shows how this area of law fits with secured transactions and real estate finance.
The course also introduces bankruptcy to which many, many debtors – individuals and legal entities – eventually seek protection from creditors’ state law remedies. The course covers forms of bankruptcy (Chapter 7 and 13) most often pursued by individuals, sole proprietorships, and SMBs and introduces and provides a foundation for studying Chapter 11, which is mainly the home to large corporate debtors seeking to reorganize and continue business.
Thus, this course sets the stage for further, in-depth study of large business bankruptcies which –standing alone -- is very, very important, broad, and fascinating subject triggering incredibly important social issues and challenging, new constitutional issues. And it therefore meshes perfectly with the separate course in Corporate Bankruptcy.
The two courses are very different but entirely complimentary and cumulative. They are not duplicative. They are interlocking. And whatever piece or part of bankruptcy law is studied, you cannot fully understand any of it without understanding the state law of creditors’ remedies against which bankruptcy is, in large part, a reaction.
482: Coded Governance: Blockchains 2 or 3 credits SECONDARY
This course examines distributed ledger/blockchain technologies and computational law, and the related evolving regulatory environment. Topics covered include cryptocurrency use and regulation, legal forensic analysis of tokens, Ethereum-based smart contract governance frameworks, patent strategy, and the professional responsibility considerations when working in a space that is popular, but not well understood. Students will learn about distributed ledger technologies and even get an introduction to programming a decentralized game. No previous programming experience is needed for this course, but a willingness to read and reread, and discuss technical documentation and literature is essential.
515: Corporate Bankruptcy: Financial Restructuring and Mass Torts 3 credits SECONDARY
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.
543: Banking Law 2 credits SECONDARY
The study of American banking laws and regulations taught from a historical standpoint from pre-colonial times to the present.
577: Cross-Border Business Transactions 2 or 3 credits SECONDARY
A study of a wide range of international transactions, including marketing of goods and services; license or transfer of technology; distribution and franchising; joint ventures; finance and governmental regulation. Various multi-lateral initiatives, such as the Vienna Convention on Contracts for the Sale of Goods, will be discussed. Discussion and analysis of the Foreign Corrupt Practices Act.
689: Private Investment Funds 1 credit SECONDARY
This seminar provides an introduction to private investment funds, including an overview of the distinction between private and public funds, why investment managers choose to operate private funds, the common types of private funds, how these funds are typically structured, important private fund service provider relationships, initial regulatory matters, and ongoing regulatory matters. In doing so, we will emphasize practical skills utilized by attorneys in assisting private fund clients, such as drafting marketing materials and offering documents.
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