Study

An examination of the formation and legal operations of contracts, their assignment, their significance to third parties, and their relationship to restitution and commercial law developments; the variety, scope, and limitations on remedies; and the policies, jurisprudence, and historical development of promissory liability.

This course surveys the law providing ground rules for the organization, internal governance, and financing of corporations and other forms of business associations such as partnerships and limited liability companies. Topics include limited liability, fiduciary duties, shareholder voting, derivative suits, control transactions, mergers and acquisitions, public contests, and trading. The emphasis throughout is on the functional analysis of legal rules as one set of constraints on business associations, among others.

Large, multi-jurisdictional law firms face complex issues of regulation and professionalism. Managing and solving those issues require high-level analytical, written, and presentation skills. As in practice, quality written analysis will be paramount, and students will need to perform individually as well as working together with a team.

Students will gain a background in the ABA Model Rules (and state variants) by analyzing and resolving simulated ethical inquiries that might be received by the general counsel’s office of a large firm and presenting their proposed resolution in class. In addition, students working in teams will tackle a more complex, multi-issue inquiry that will require deeper research and a written product, part of which will be drafted as a team and will be revised in response to feedback.

This course examines in detail the "law of lawyering" relating to such issues as the formation of the attorney-client relationship, confidentiality, communications with clients, conflicts of interest, regulation and discipline of attorneys, and numerous other areas relating to the lawyer's role in American society. In addressing these issues, we will consider the extent to which the law governing lawyers derives from the concept of a learned profession, as well as the degree to which the ethics of lawyering may differ from personal ethics and morality. While particular attention will be paid to the ABA Model Rules of Professional Conduct, the class will also examine other sources of relevant law, including the Restatement (Third) of the Law Governing Lawyers, court decisions and rules, statutes, and administrative regulations.  Grading is based on a final examination, written work relating to casebook problems and reflections on current issues in legal ethics, and class participation.

 

This course will provide students with an enhanced and vital understanding of law firms as business entities in a competitive and global market. Based on feedback from employers, interviews with hundreds of lawyers and published accounts from law firm leaders, it is clear that technical legal ability will be necessary but not sufficient to excel in the practice of law or any business endeavor in coming decades. The topics will be explored through the review and analysis of literature, statutes, and case studies, and will include a basic financial analysis of the operations of law firms. Assignments will be collaborative and will simulate the client advisory process allowing students to gain experience providing legal advice and business recommendations. Associate Dean and Senior Lecturing Fellow Bruce Elvin will lead and organize the seminar, with senior law and business leaders serving as guest lecturers many weeks.

This is an introduction to the principles and concepts of commercial law and bankruptcy and their interplay. It is intended to provide a solid conceptual and practical grounding in all of the basic commercial and bankruptcy law issues that you are likely to encounter in your practice.

The course starts with a brief overview of the more innovative aspects of sales law, and then introduces such basic commercial law concepts as negotiable instruments, letters of credit, funds transfers, and documents of title. The course then focuses on secured transactions under Article 9 of the Uniform Commercial Code (UCC), including the concepts of security interests, collateral, perfection and priority, and foreclosure. That brings in the natural interplay with such fundamental debtor-creditor aspects of bankruptcy law as property of a bankrupt debtor’s estate, automatic stay of foreclosure and enforcement actions, use by a debtor of property subject to a security interest and adequate protection of the secured party’s interest, rejection and acceptance of executory contracts, bankruptcy trustee’s avoiding powers including preferences and fraudulent conveyances, post-petition effect of a security interest, set-offs, and subordination. The course also introduces basic corporate reorganization and international insolvency principles.

The principles applied in structuring financial products in the commercial context reflect a balance of the interests of corporate stakeholders and the rights of third parties. This course will examine these principles with the goal of equipping the student with a base of knowledge that would be readily applied in a finance practice of a commercial law firm. Focusing primarily on traditional syndicated debt finance and securitization transactions, we will examine evolving market conventions that influence debt terms, the rights and expectations of stakeholders in distressed situations and bankruptcy, and the regulatory and compliance structure governing the issuance of these obligations. As part of this process, we also will explore the structuring of letters of credit, derivative transactions, debtor-in-possession financing, and other related financial products.

Agency law encompasses the legal consequences of consensual relationships in which one person (the “principal”) manifests assent that another person (the “agent”) shall, subject to the principal’s right of control, have power to affect the principal’s legal relations through the agent’s acts and on the principal’s behalf. As the principal’s representative, an agent owes fiduciary duties to the principal. Agency doctrine applies to a wide range of relationships in which one person has legally-consequential power to represent another, populating the category, “agent,” with a variety of exemplars: lawyers, brokers in securities and other markets, officers of corporations and other legal entities, talent and literary agents, auction houses, and more. Usually, agency relationships contemplate three distinct persons: agent, principal, and third parties with whom the agent interacts, with legal consequences for all three. Agency law also governs the relationship between a principal and its agents, including its employees. The pervasiveness of agency means that its implications remain relevant despite changes in business structures and economies more generally.  This seminar covers the legal doctrines that make agency a distinct subject with in the law, in particular those differentiating agency from general contract and tort law. It also covers a number of contemporary examples in which agency doctrine may—or may not—apply with significant consequences. These may include the status of Uber drivers and other actors who perform services via platforms; the duties of commodities brokers, including merchants in financial derivatives products; the consequences of imputing an agent’s knowledge to the principal; agency as a vehicle for the imposition of vicarious liability; and the consequences for the agent and third party when a principal is undisclosed, unidentified, or undetermined.

The seminar will meet weekly with assigned readings. Each student will write a research paper on a topic to be chosen with the instructor’s consent and will make brief presentations to the seminar as work on the paper proceeds