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The course discusses the major financial decisions made by corporate managers and investors. Topics include criteria for making investment decisions, valuation of financial assets and liabilities, relationship between risk and return, capital structure choice, payout policy, introduction to derivative securities, and the concept of efficient financial markets. The goal of the course is to explore the general principles and then apply them in scenarios relevant to the practice of corporate law and in litigation. Evaluation will be based on a final exam (60%) and problem sets (40%). Class will be taught as a combination of lecture (by the instructor and invited guest speakers) and in-class applied practical activities.

This course will cover the basic principles and rules regarding the taxation of domestic corporations. Elements used in grading: attendance, class participation, and final exam.

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, mergers and acquisitions, and the market for 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, taxation, 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 chief executive officers and chief financial officers, boards of directors, investment bankers, consultants, portfolio and investment managers, venture capitalists, and private equity investors. Prerequisite: Corporate Finance I ( Law 1009) or Introduction to Finance ( Law 1036) or equivalent background with professor permission. Elements used in grading: class participation and final exam.

This course examines reorganization of a company under Chapter 11 of the Bankruptcy Code. We will examine reorganization through several stages of a business turnaround and restructuring (such as an out-of-court workout, a Chapter 11 filing, selected Chapter 11 operating issues, and the Chapter 11 plan of reorganization). We will also consider a few controversial issues that test the boundaries of bankruptcy law. For example, should a debtor have virtually unfettered discretion to choose any district (or any judge) for its Chapter 11 case? To what extent does Chapter 11 provide an appropriate forum to resolve mass tort claims? Can a Chapter 11 plan provide for a non-consensual settlement and release of claims held by one third-party against another third-party? Along the way we will touch on topics that often arise in a reorganization setting such as valuation, leveraged buyouts, and distressed debt investing. We will also follow current developments in actual Chapter 11 cases, primarily through reports in the media. Elements used in grading: class participation and final exam.

This course is an introduction to the basic legal rules and principles governing the relations between managers, investors, and (to a lesser extent) creditors in the corporation. The course is the foundation for advanced business law 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 standards (particularly judicially developed fiduciary duties) and contracts might reduce them. We also examine the way in which federal securities law complements state-level corporate law in the governance of public corporations. Topical areas of coverage include shareholder activism, mergers and acquisitions, insider trading, and venture capital. Elements used in grading: Attendance, Class Participation, Exam.

This course is an introduction to the basic legal rules and principles governing the relations among managers, shareholders, and (to a lesser extent) 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 shareholders can have conflicting interests. We examine the costs associated with this conflict and how markets, legal rules, and contracts address them. Elements used in grading: Class participation, attendance, written assignments, final exam.

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 law 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 standards (particularly judicially developed fiduciary duties) and contracts might reduce them. We also examine the way in which federal securities law complements state-level corporate law in the governance of public corporations. Topical areas of coverage include shareholder activism, mergers and acquisitions, and insider trading. Elements used in grading: Attendance, Class Participation, Exam.

This course focuses on business organizations: partnerships, limited liability companies, and corporations. We will consider the rights, duties, and potential liabilities of the people who own and operate these businesses. These legal concepts are useful whether you work in a corporate law firm, the legal department of a business organization, or in some other capacity in which you have occasion to sue, regulate, or enter into transactions with business organizations. In addition to teaching you basic legal concepts, I want you to understand the role and typical work product of a business lawyer. Any economic, accounting, or financial concepts that we encounter along the way will be basic, and you do not need any background in these areas. Specific learning outcomes I hope you achieve include: learning key doctrinal concepts, understanding the role of a corporate or "business" lawyer, and improving your business vocabulary. Elements used in grading: Class participation, exam.

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.