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 upon professionalism and ethics in the negotiation and drafting process. In addition to learning applicable law, students receive regular evaluation 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. Prerequisite: Property 111.
479: Creditors' Rights & Bankruptcy 4 credits SECONDARY
This course marries state and federal law. It will survey the default state-law rights of unsecured creditors to satisfy their claims out of debtors’ property. It will also survey judicial action ranging from pre-judgment attachment to post-judgment execution, and it will review an array of other judicial and non-judicial remedies.
The creditors’ rights coverage will include units on debtor exemptions and constitutional and statutory process requirements intended to protect debtors’ rights, which are relatively paltry compared to the width and strength of creditors’ rights. The course then will examine the extent to which federal bankruptcy law preempts state law, largely for the purposes of (1) diluting creditors’ rights and (2) rebalancing the interests and relations between debtors and creditors based on federal policies.
The bankruptcy coverage will focus fairly equally on consumer and business bankruptcies. It will consider both liquidation and reorganization under Chapters 7, 13, and 11.
482: Coded Governance: Blockchains, Smart Contracts and Cryptoventures 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. The course will conclude with a final packet of coursework for grading purposes.
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
294: Transactional Practice Skills 1 credit EXPERIENTIAL
What do new associates need to know to start strong and be successful in a transactional practice? How do you make the transition from student to professional? What are the expectations of new lawyers from partners and clients? This course will help students with practical skills and guidance on what to expect and how to succeed as a new associate. The class will include new and mid-level associates as guest lecturers to share their experiences. The goal of the course is to give students the tools they need to excel as a new associate.
295: Business Negotiation in a Time of Crisis 1 credit EXPERIENTIAL
This course examines the practice and theory of negotiation as a process used to put deals together or to resolve disputes with an emphasis on doing so in a time of crisis. By participating in simulations and through exposure to course texts, students learn about competitive bargaining and collaborative problem solving and acquire insight into the strategic benefits of the two approaches. This course is designed to give students skills and confidence as negotiators, including an awareness of how negotiation is different during a financial or other crisis impacts negotiation styles.
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.
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. The course is co-taught by Professor Timothy Davis and Dr. Todd Hairston, Wake Forest University's Associate Athletic Director for Compliance.
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/discussion, 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 in legal negotiations. Communication skills for litigators are highlighted.
601: Community Law and Business Clinic I 2 or 4 credits EXPERIENTIAL
The work of this clinic is primarily transactional. Students will assist clients at various stages in the business development process, with an emphasis on business, housing, and institutional support in economically disadvantaged segments of the community.
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. The course fulfills the practical skills requirement.
681: Community Law Clinic II 2 credits EXPERIENTIAL
Co-Curricular Activities
522: Journal of Business and Intellectual Property Law 0 to 2 credits ACTIVITY
685: Transactional Competition 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
