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In-House Counsel and Corporations

Some private sector lawyers, instead of working in a law firm, work for a company that has constant legal needs. These businesses find it more effective—both in terms of time and cost—to employ lawyers directly "in house" rather than hiring outside law firms. These "in house" lawyers use their legal education and training to further the company’s mission while mitigating risks. More commonly, it is the larger businesses that have the resources and legal needs to justify the expense necessary to hire "in house" lawyers. In fact, some large businesses may have hundreds of lawyers who work "in house." But even some smaller companies hire lawyers to optimize their missions. In many of these situations, the lawyers may also serve other non-legal business functions, such as compliance or risk management.

Within in-house law departments, lawyers serve different roles. While different companies may have different terms for these roles, some commonly used terms other than "in house counsel" include: (1) General Counsel, the lead lawyer for the business; (2) Chief Legal Officer, the lawyer who oversees and is responsible for the company’s legal affairs; and (3) Corporate Counsel, a lawyer who generally performs corporate or transactional work for the company. Lawyers also add value in many other business roles, but here again, some of these roles may include non-legal business functions. Many in-house lawyers join companies after first working in law firms or for the government.

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.

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.

294: Transactional Practice Skills 1 credit PRIMARY

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.

308: Legal Project Management 1 credit PRIMARY

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.

394: Growing with the Client 1 credit PRIMARY

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.

395: Doing Due Diligence in Corporate Transactions 1 credit PRIMARY

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.

420: 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. This course satisfies the Legal Analysis, Writing, and Research III Requirement.

423: Corporate Governance Law Policy and Theory 0 to 3 credits PRIMARY

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.

425: 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 Practical Skills requirement. This course is a writing course with no exam. Contracts I and II are prerequisites.

443: Sustainable Corporations 2 or 3 credits PRIMARY

This course considers the sustainability of the modern US 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 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 the corporation as 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.

462: Thinking Like an In-House Lawyer 1 credit PRIMARY

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.

628: Business Planning 2 credits PRIMARY

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. Prerequisite: Business Organizations.

Secondary Courses

629: Epic Corporate Scandals 2 credits SECONDARY

Examines some of the largest and most infamous fraud cases of the century. The course focuses on the salacious details of each case and discusses (i) why these prominent and once-successful companies failed; (ii) what this failure highlights about human nature and corporate governance; and (iii) the resultant legacy and lessons. The course provides an overarching perspective on corporate malfeasance that crippled some of the most successful companies in the world.

692: Advanced Legal Research for the Transactional Lawyer 2 credits SECONDARY

Experiential Courses

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.

520: D.C. Summer Externship / Judicial Clerking 3 to 6 credits EXPERIENTIAL

This experiential course is ideal for prospective law clerks or future litigators who wish to learn more about the perspective behind the bench. It explores the purpose and function of a law clerk, the nature and structure of the judiciary, how to apply for and obtain a clerkship, and most importantly, how to perform it well. Topics of discussion include judicial ethics, chambers confidentiality, docket management, courtroom decorum, professionalism, judicial drafting, and other issues that law clerks commonly encounter. Among other things, students draft an 11-Day memo, bench memo, and judicial opinion. The course also includes Lunch & Learn events with federal judges, field trips to the U.S. Supreme Court, FBI, etc., and visits from guest speakers, including a prosecutor, in-house counsel, DOJ attorney, and partners at prominent law firms.

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.

Co-Curricular Activities

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.

Raina Haque

Raina Haque

Professor of Practice

Christopher Knott

Christopher Knott

Associate Dean for Information Services

Harold Anthony Lloyd

Harold Anthony Lloyd

Professor of Law

Steve Nickles

Steve Nickles

C. C. Hope Chair in Law and Management

Alan Palmiter

Alan Palmiter

William T. Wilson, III Presidential Chair for Business Law

Audra Savage

Audra Savage

Assistant Professor of Law

Kenneth Townsend

Kenneth Townsend

Teaching Professor