In-House Counsel and Corporations

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.

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.

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.

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.

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.

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 costs 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 will 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 will discuss the process of going public. Each day, we would introduce documents we use in our practices and ask students to draft 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.

This course studies the role of the corporation in society, state and federal corporate law, boards of directors and senior executives, executive pay, corporate takeovers, shareholder voice, corporate compliance, corporate culture, corporate lawyers and other "gatekeepers," corporations and politics, and comparative corporate governance. The course prepares students whose careers will require interaction with business interests and corporate clients.

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.

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.

Examination of selected legal problems relating to some of the following topics: choice of business entity, forming a partnership, forming a corporation, corporate restructuring transactions (shifting ownership interests among shareholders), purchase and sale of a business. P-LAW 203.