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171 - 180 of 388 results for: LAW

LAW 1011: Advanced Corporate Finance

(Formerly Law 264) Lawyers often need an advanced understanding of corporate financial decisions, instruments, and transactions, including equity financing and initial public offerings, the determination of a firm¿s cost of capital, valuation, payout policy, recapitalizations and bankruptcy, and mergers and corporate control. Advanced Corporate Finance introduces these topics by lecture and then explores them through detailed analysis of actual cases. This structure maximizes the synergy between theory and practice, providing students with portable, durable, and marketable tools for their careers. Legal considerations that arise in the execution of these corporate financial decisions include mandatory disclosure requirements, the issuance of dual class shares, charges of anticompetitive practices, taxes, appraisal cases and fairness opinions, takeover defenses and fiduciary duty challenges, contractual provisions in merger agreements, insider trading, and Chapter 11 bankruptcy proceedings. This class rigorously advances both conceptual and practical/analytical understanding. The knowledge gained will facilitate professional dealings with boards of directors, chief financial officers and corporate treasurers, investment bankers, consultants, portfolio and investment managers, venture capitalists, and private equity investors. Prerequisite: Corporate Finance I ( Law 262) or equivalent background. Elements used in grading: class participation and final exam.
Terms: Win | Units: 3
Instructors: Hodrick, L. (PI)

LAW 1012: Corporate Reorganization

(Formerly Law 248) This course examines the reorganization of a financially distressed company under chapter 11 of the Bankruptcy Code. The course follows a fictitious company through several stages of a business turnaround and financial restructuring, including an out-of-court workout, a chapter 11 filing, selected chapter 11 operating issues, and the formulation, negotiation and confirmation of a plan of reorganization. In addition, the course follows current developments in bankruptcy, primarily through reports in the media. For example, in recent years the course has followed issues as they have arisen in actual chapter 11 cases (e.g., General Motors, Chrysler Corporation, Caesars Entertainment Operating Co, Lehman Brothers, SunEdison, several energy companies) and the effects of bankruptcy on various industries (e.g., real estate, energy, retail, technology, airlines, automotive). The course also touches on various issues that often arise in a reorganization setting, such as valuation, leveraged buyouts, debt and derivative instruments, and distressed debt trading. Elements used in grading: Class participation and final exam.
Terms: Spr | Units: 3
Instructors: Ray, S. (PI)

LAW 1013: Corporations

(Formerly Law 242) This course is an introduction to the basic legal rules and principles governing the relations between managers, investors, and creditors in the business enterprise. The course is the foundation for advanced business courses. We focus on problems that arise because a firm's managers and owners have conflicting interests. We examine the costs associated with this conflict and how markets, legal rules and contracts might reduce them. Elements used in grading: Attendance, Class Participation, Exam.
Terms: Aut | Units: 4
Instructors: Milhaupt, C. (PI)

LAW 1013: Corporations

(Formerly Law 242) This is a basic course in corporation law and provides a foundation for advanced business courses. The course examines the role of law in structuring economic relationships among shareholders, management, creditors, and other participants in modern business corporations. Some background in accounting and corporate finance is helpful, but not required. The course briefly considers basic theories of the firm, the reasons for incorporation of a business enterprise, and agency theory. The course then turns to management and control of the corporation, the actions of directors and officers, and the distribution of powers within the corporate structure more generally. The role of shareholders is examined next, and we devote substantial attention to the fiduciary duties of directors and controlling shareholders. Finally, we closely examine transactions in corporate control and consider the permissible scope of anti-takeover devices. Elements used in grading: Attendance, Class Participation, Exam.
Terms: Win | Units: 4

LAW 1013: Corporations

(Formerly Law 242) This course is an introduction to the basic legal rules and principles governing corporations and is the foundation for advanced business courses. We focus on the conflicts that arise between managers, investors, and creditors. We also examine how law, markets, and contracts can reduce these conflicts and thereby improve firm value. Elements used in grading: Class participation, attendance, written assignments, midterm, final exam.
Terms: Spr | Units: 4
Instructors: Daines, R. (PI)

LAW 1014: Current Issues in Tax Practice

(Formerly Law 785) This course will introduce students to major issues in tax practice. Each class will be co-taught by one or more leading practitioners in the tax bar, with other members of the bar attending. Subjects include international tax, intellectual property and tax, tax litigation, state and local taxation, working for the government in tax, tax lobbying and working in a corporate tax department. Class will meet at my home (with take-out dinner provided). The class offers students a good opportunity to connect their SLS tax courses to real-world tax issues and practitioners. Elements used in grading: Class Participation, Attendance, Written Assignments.
Terms: Spr | Units: 2 | Repeatable 3 times (up to 6 units total)
Instructors: Bankman, J. (PI)

LAW 1015: Corporate Social Responsibility

Although corporate social responsibility ("CSR") initiatives have been pursued by a range of companies as voluntary measures for decades, recent developments have rendered the exercise by companies of designing and implementing environmental, social and governance mechanisms inherently legal in nature. This course will explore the legal issues that companies have been forced to confront, increasingly with the support of specialized legal counsel, in pursuing CSR or sustainability objectives, including those arising in the context of supply chain human rights due diligence (e.g., minerals sourcing and human trafficking), impact investment and the adoption of alternative corporate forms, voluntary standards and mandatory requirements regarding non-financial disclosure and reporting (e.g., SASB, sustainability listing standards, possible amendments to Regulation S-K, and the EU non-financial reporting rules), director fiduciary duties and the changing expectations of investors, shareholder proposals and stakeholder engagement, and the rise of corporate social activism by companies and their officers, among others. Elements used in grading: Class Participation, Written Assignments, Final Paper.
Terms: Aut | Units: 2
Instructors: Walter, A. (PI)

LAW 1016: Deals I

(Formerly Law 273) This course applies economic concepts to the practice of structuring contracts. The course extends over two quarters. In the Fall quarter it will meet four hours per week. In the Winter quarter, it will meet ONLY FOR FIVE WEEKS for four hours per week--for 2 units of course credit. During those five weeks, it will meet on Monday and Friday. Exactly which five weeks the course will meet will be announced during the Fall quarter. Students enrolled in the course must take both quarters. All of the first quarter will be spent in a traditional classroom setting but with untraditional materials. Most of the materials consist of case studies of business transactions (and no case law). We will use those case studies to analyze the economics underlying a wide range of business transactions and the contractual terms and structures use to respond to underlying economic challenges. During the second quarter, we will explore deals in greater detail by studying five complex transactions in full. For this part of the course, students will be divided into groups and will be assigned one of the five deals. Each group will give a presentation of its deal to the class, and in the following class, a lawyer or other participant in the deal will come to class to present the deal based on his or her experience. We study five new deals each year. Deals that we have studied over the years have included movie financings, biotech alliances, venture capital financings, cross-border joint ventures, private equity investments, corporate reorganizations, and more. Special Instructions: Students enrolled in the course must take both quarters. Students who have not taken the course in the fall cannot register for it in the winter, and those who took it in the fall must register for it in the winter. No exam in Autumn Term. An In-School exam will be given at the conclusion of the course in the Winter Term. Grades will be given at the end of the second quarter and will be applied to both quarters. NOTE: This year, I have blocked out 4 class periods per week in the second quarter on Mondays and Fridays. As explained above, however, WE WILL ONLY USE HALF OF THOSE CLASSES -- that is, FIVE MONDAYS and FIVE FRIDAYS over the Winter quarter. Elements used in grading: Attendance, class participation, class presentation, written assignments, group paper, and exam. CONSENT APPLICATION: To apply for this course, students must complete and submit a Consent Application Form available on the SLS website (Click Courses at the bottom of the homepage and then click Consent of Instructor Forms). See Consent Application Form for instructions and submission deadline.
Terms: Aut | Units: 4
Instructors: Klausner, M. (PI)

LAW 1017: Deals II

(Formerly Law 275) This course applies economic concepts to the practice of structuring contracts. The course extends over two quarters. In the Fall quarter it will meet four hours per week. In the Winter quarter, it will meet ONLY FOR FIVE WEEKS for four hours per week--for 2 units of course credit. During those five weeks, it will meet on Monday and Friday. Exactly which five weeks the course will meet will be announced during the Fall quarter. Students enrolled in the course must take both quarters. All of the first quarter will be spent in a traditional classroom setting but with untraditional materials. Most of the materials consist of case studies of business transactions (and no case law). We will use those case studies to analyze the economics underlying a wide range of business transactions and the contractual terms and structures use to respond to underlying economic challenges. During the second quarter, we will explore deals in greater detail by studying five complex transactions in full. For this part of the course, students will be divided into groups and will be assigned one of the five deals. Each group will give a presentation of its deal to the class, and in the following class, a lawyer or other participant in the deal will come to class to present the deal based on his or her experience. We study five new deals each year. Deals that we have studied over the years have included movie financings, biotech alliances, venture capital financings, cross-border joint ventures, private equity investments, corporate reorganizations, and more. Special Instructions: Students enrolled in the course must take both quarters. Students who have not taken the course in the fall cannot register for it in the winter, and those who took it in the fall must register for it in the winter. No exam in Autumn Term. An In-School exam will be given at the conclusion of the course in the Winter Term. Grades will be given at the end of the second quarter and will be applied to both quarters. NOTE: This year, I have blocked out 4 class periods per week in the second quarter on Mondays and Fridays. As explained above, however, WE WILL ONLY USE HALF OF THOSE CLASSES -- that is, FIVE MONDAYS and FIVE FRIDAYS over the Winter quarter. CONSENT APPLICATION: To apply for this course, students must complete and e-mail the Consent Application Form available on the SLS Registrar's Office website (see Registration) to the instructors. See Consent Application Form for submission deadline. I use the consent form to ensure diversity of experience and non-experience and diversity across classes. There is no background required for the course. Elements used in grading: Attendance, class participation, class presentation, written assignments, group paper, and exam.
Terms: Win | Units: 2
Instructors: Klausner, M. (PI)

LAW 1018: Derivatives

(Formerly Law 299) The course will examine the legal, regulatory, trading and risk management aspects of the $600 trillion notional over-the-counter and cleared derivatives markets. Derivatives have historically not been well-understood by regulators or the public and have been blamed for causing or contributing to the economic crisis. This course will offer students the opportunity to understand how various derivative products are designed, traded and risk-managed and what role regulators play in the derivatives industry. In addition, students will focus on understanding key legal contracts that underpin the global derivatives industry, in particular focusing on the ISDA© Master Agreement and Credit Support Annex, as well as documentation supporting credit derivatives and other common derivative types. Students will also consider the shifting regulatory landscape for financial institutions and hedge funds as it relates to the way in which these products are traded, with rates and credit products migrating to clearinghouses. The course will conclude with an examination of the economic crisis that erupted with Lehman Brothers' bankruptcy in September 2008 and the consequent policy reactions to that event from a derivatives and bankruptcy perspective. Elements used in grading: attendance, written homework assignments and a final exam.
Terms: Aut | Units: 2
Instructors: Summe, K. (PI)
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