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Entertainment law is not, in and of itself, a separate legal discipline. Instead, the practice of entertainment law lies at the intersection of various traditional legal disciplines, such as contract, tort, copyright, trademark, antitrust, secured transactions, etc., and applies those disciplines to a unique business setting. This course is intended to approach the study of entertainment law from a practical perspective, applying the principles of traditional legal disciplines to avoid problems and find solutions in various facets of the entertainment industry. To accomplish the necessary background, we will study the entertainment industry from both a macro level (i.e., the organization of the motion picture, television and music business, including the function of studios, producers, networks, record companies, agencies, managers, lawyers and labor unions) and a micro level (i.e., examining actual agreements in order to understand the principal components of motion picture talent, production and distribution contracts, television series contracts, music and book publishing contracts). We will also examine key litigation issues that affect the industry, such as the interaction of the First Amendment and the right of publicity, the right of privacy and libel, the anti-SLAPP laws, the "final cut" and profit participation cases. The impact of the digital media (including the internet) will, of course, be analyzed, along with the future of the entertainment industry, including convergence, holograms, syntho-thespians and the like. We plan to include guest speakers from the entertainment industry so that this class will embody both business and legal considerations. The overall goals of this course are (1) to expose students to the unique and increasingly complex structure of the entertainment business; (2) to foster an understanding of the role the law and entertainment lawyers play in that unique business structure; (3) to strengthen students' ability to draft key documents and craft persuasive legal arguments to accomplish the goals they may seek to achieve as lawyers in the entertainment industry; and (4) to develop the analytical and problem-solving skills necessary to make them into effective entertainment lawyers. Elements used in grading: Class participation, team contract negotiation and drafting projects, final paper.

This class will cover the basics of the gift and estate tax system and estate planning principles. With these fundamentals, the course will then examine basic and advanced estate planning and wealth transfer techniques, including wills, various types of trusts, titling property, gifts during lifetime, charitable vehicles, handling closely held businesses and valuation matters--with an emphasis on how to use these tools in planning an estate to meet the objectives of a couple or individual. Probate of an estate, administration of trusts, durable power of attorneys, conservatorships, and planning for other life situations will be explored. Elements used in grading: Class participation (is a small factor and only in the positive direction) and final open book exam. This course is open to GSB and other graduate students with consent of the instructor.

This course examines the United States federal income taxation of international operations and transactions, including international joint ventures and M&A transactions. Traditional issues such as income source, foreign tax credits, Subpart F, and international transfer pricing rules will be addressed. Congress recently enacted fundamental reform of US international tax rules; important new provisions in this area, including the "GILTI" rules, will also be covered. Elements used in grading: Final Exam.

This course will focus on the application of United States securities laws and regulations to non-US issuers. We will examine how that regulatory framework differs for Foreign Private Issuers, as compared to other issuers in the United States. Initial public offerings, private placements under Rule 144A and Regulation S and ADR programs will all be covered. We will take a close look at the Alibaba IPO and Alibaba's subsequent regulation as a public company listed in the United States. The course will be taught from a practical perspective with in-class review of SEC filings, offering documents and SEC correspondence. The Morrison Case and its progeny defining the reach of U.S. Securities law to conduct with limited U.S. contacts will also be examined. Elements used in grading: Class Participation, Final Exam.

(Formerly Law 522) This course will focus on the central issues involved in private equity investing. Topics will include: pricing, structuring and valuation of private equity and venture capital investments; buyouts and other transactions involving multitiered capital structures; the structure and governance of PE and VC funds; conceptual issues relevant in this realm such as option theory, asymmetric information and bounded rationality; and private equity as a distinct asset class. There are no required prerequisites. Students will develop skills and tools used in the private equity arena, including financial analysis (e.g., "deal arithmetic" fundamentals, spreadsheet modeling and forecast preparation); the drafting and negotiation of transaction documents; and the ability to conduct comprehensive due diligence examinations of prospective acquisitions and investments. We will have a number of guest speakers during the term, and will draw on various materials illustrative of what one would encounter in private equity deals and funds. Elements Used in Grading: Periodic problem sets, a final case study and class participation. (The case study will be completed in a small group, and it will give students the opportunity to analyze a real-world transaction from a number of perspectives.) A Final Note: While a 3-credit course, Private Equity Investing will not meet for the entirety of the Winter quarter. The final class session will be on March 2nd (rather than March 12th). This class is limited to 24 students. 16 SLS students will be selected by lottery. The other eight spots will be allocated by consent of instructor, and will be selected from law students who were waitlisted and non-law students. All interested students must attend the first two class sessions (January 10 & 12) in order to keep a spot on the class list or waitlist.

(Formerly Law 300) Executives of American public companies control one of the largest accumulations of wealth in history, amounting to trillions of dollars in market capitalization. Tens of billions of dollars of securities in these companies are traded daily. This course addresses the most interesting and complex litigation that arises in connection with these securities, including fraud claims against executives and corporations, criminal actions for insider trading, internal investigations of executive misconduct, SEC enforcement actions, and derivative actions against corporate directors and officers. This course does not concern stock market technicalities. Instead, you will learn the basic legal framework governing this area, the theories underpinning it, and how to present legal arguments in this area. You will learn in a group setting by working out solutions to some of the most challenging issues that we have faced. In the process you will come to recognize the patterns we see and understand the forces behind them, so that you are prepared to practice in this area. Elements used in grading: Attendance, Class Participation, Exam.

This course provides an overview of the regulation of securities offerings and trading under the Securities Act of 1933 and the Securities Exchange Act of 1934. The course explores the elaborate disclosure obligations that this country imposes on the distribution and trading of investment securities, as well as the role of the Securities Exchange Commission and private plaintiffs in shaping and enforcing these disclosure obligations. Topics to be covered include: public offerings of securities and the registration process under the Securities Act of 1933, the disclosure obligations of publicly-traded issuers, and the role of anti-fraud rules in the issuance and trading of securities. Elements used in grading: Attendance, Class Participation, Final Exam.

This course will explore various tax policy issues. In past years, the issues we've explored have included the carbon tax, health care, social security, consumption tax, tax compliance, tax shelters and school financing. Special Instructions: Grades will be based on class participation and memos responding to the discussion questions for any three of the sessions. Elements used in grading: Class Participation, attendance and written assignments.

This course provides an overview of the federal income tax from learning to read the charming prose of the Internal Revenue Code to the principles and policies underlying the income tax, which is - by far - the largest source of revenue for the federal government (and some states, such as California). This class will provide the necessary foundations for taking more advanced tax classes but is also designed to provide crucial background for those pursuing careers in numerous other areas. For example, tax is crucial to the business lawyer's toolkit because most major business decisions have tax implications. Furthermore, because much - perhaps even most - of American public policy is conducted through the tax code, understanding tax is crucial for policy analysis. Elements used in grading: class participation and final exam.