Course Catalog

This course introduces the basic concepts and methods used in the preparation of the four corporate financial statements (the balance sheet, income statement, statement of cash flows, and statement of stockholders' equity). In this process, the course will also develop the accounting treatment of specific items such as long-term assets, inventory, sales, receivables, and debt securities. The course will use actual corporate financial statements of Fortune 500 companies and will provide students the tools necessary to understand such statements as well as some of the basic footnote disclosures associated with such statements. Students who have substantial background in financial accounting or who have taken classes in financial accounting are ineligible to take or receive credit for this course for a grade. However, students who took only an introductory class in financial accounting a significant amount of time ago may request permission from the instructor to take the course for a grade.

• Type: Upper Class

This seminar will trace the beginnings of the Foreign Corrupt Practices Act (FCPA) and go into depth on central aspects of the FPCA in theory and practice. It will also address issues around corruption in international business, the OECD initiatives the United Nations Convention Against Corruption, and other regional/supra/international attempts to reduce public corruption. We will also discuss compliance programs, investigations (including special issues related to cross border investigations), prosecutions/defense and resolution of FCPA issues.

• Type: Seminar

This practice simulation course provides an introduction to the wide range of legal and business matters that lawyers counseling high-growth businesses typically encounter, from initial formation through growth and exit. We will begin with a discussion of entrepreneurship and the startup company ecosystem, and then cover entity formation; capital-raising sources and mechanisms (including seed funding, SAFEs, convertible debt, venture capital, lines of credit and debt finance); attracting and retaining employees and consultants; protecting intellectual property and other rights; and legal and business governance and conflict-of-interest issues. In the latter part of the course, we will discuss exits of various kinds, including downside scenarios (restructurings and refinancings; distressed company sales and dissolutions) and upside scenarios (mergers and acquisitions, secondary sales and private equity buyouts and public offerings). The course will feature active discussion in a seminar format using recent relevant case law, case studies taken from real-world situations and typical deal documents. It is designed for students contemplating a corporate/transactional practice in a law firm, in-house law department or venture capital or private equity fund.

• Type: Practice Simulation

This course primarily concerns the law governing credit transactions in which the collateral is personal property, but we will also touch briefly on some aspects of mortgages. Topics to be covered include collateral classification, attachment and perfection of security interests, priority among creditors, default and foreclosure, and the impact of bankruptcy law on secured transactions. We will pay close attention to Article 9 of the Uniform Commercial Code, the fount of this law, as well as other UCC provisions, but we will also examine some real estate laws across the states. Instruction is driven by problem sets discussed in class.

• Type: Upper Class

The CEC is one of the law school's transactional legal clinics and prepares students for corporate and transactional practice in all sectors, including the private and nonprofit sectors. The CEC's mission is to promote economic, racial, and social justice and community and economic development in Detroit and other disinvested urban areas of the region. The clinic supports vibrant, diverse, and sustainable communities by providing transactional legal assistance to neighborhood-based small businesses, nonprofit organizations, community-based organizations, and social enterprises. Student attorneys interact with clients, normally represent multiple clients, and assume primary responsibility for all matters affecting their clients under close faculty supervision. The CEC works with both start-up and established clients primarily in these areas: * Entity formation, structuring, and governance * Drafting, negotiating, and reviewing contracts and other agreements * Tax * Intellectual property * Regulatory compliance * Real estate and land use * Employment * Risk management Student attorneys gain practical lawyering experience in the CEC. Student attorneys interview and counsel clients; develop and plan client strategy; draft legal documents, memos, and correspondence; manage relationships with clients, counterparties, co-counsel, and colleagues; identify legal issues, research them, and evaluate different alternatives; negotiate agreements; and implement client decisions. Student attorneys assess their own work and receive detailed feedback from CEC faculty in weekly meetings. The weekly seminar is a time for discussion of lawyering and client issues, including issues facing under-resourced communities in the Detroit metropolitan area and nationally, and the role race and racism have played in creating and continuing the adverse conditions in these communities and the processes of community and economic development in these urban areas. The CEC prepares students for careers in corporate, government, or public interest practice. There are no formal prerequisites. Knowledge of business law, including the substantive law of enterprise organizations, tax, nonprofit, land use, intellectual property and employment is not necessary, but may be helpful. Students receive seven credits for the Clinic: three for the seminar and four for the client work. Each component is graded separately. The CEC meets the New York Pro Bono requirement. The Clinic seminar fulfills the Law School's professional responsibility requirement for graduation, but does not fulfill the New York State Bar ethics requirement.

• Type: Clinic

The CEC is one of the law school's transactional legal clinics and prepares students for corporate and transactional practice in all sectors, including the private and nonprofit sectors. The CEC's mission is to promote economic, racial, and social justice and community and economic development in Detroit and other disinvested urban areas of the region. The clinic supports vibrant, diverse, and sustainable communities by providing transactional legal assistance to neighborhood-based small businesses, nonprofit organizations, community-based organizations, and social enterprises. Student attorneys interact with clients, normally represent multiple clients, and assume primary responsibility for all matters affecting their clients under close faculty supervision. The CEC works with both start-up and established clients primarily in these areas: * Entity formation, structuring, and governance * Drafting, negotiating, and reviewing contracts and other agreements * Tax * Intellectual property * Regulatory compliance * Real estate and land use * Employment * Risk management Student attorneys gain practical lawyering experience in the CEC. Student attorneys interview and counsel clients; develop and plan client strategy; draft legal documents, memos, and correspondence; manage relationships with clients, counterparties, co-counsel, and colleagues; identify legal issues, research them, and evaluate different alternatives; negotiate agreements; and implement client decisions. Student attorneys assess their own work and receive detailed feedback from CEC faculty in weekly meetings. The weekly seminar is a time for discussion of lawyering and client issues, including issues facing under-resourced communities in the Detroit metropolitan area and nationally, and the role race and racism have played in creating and continuing the adverse conditions in these communities and the processes of community and economic development in these urban areas. The CEC prepares students for careers in corporate, government, or public interest practice. There are no formal prerequisites. Knowledge of business law, including the substantive law of enterprise organizations, tax, nonprofit, land use, intellectual property and employment is not necessary, but may be helpful. Students receive seven credits for the Clinic: three for the seminar and four for the client work. Each component is graded separately. The CEC meets the New York Pro Bono requirement. The Clinic seminar fulfills the Law School's professional responsibility requirement for graduation, but does not fulfill the New York State Bar ethics requirement.

• Type: Clinic

This course is an introduction to commercial and consumer law and lays the foundation for advanced study in commercial transactions, corporations, restitution, consumer credit, and investment securities. Substantively, the Contracts course deals with how contracts are formed, which contracts are valid, when a contract has been breached and the various remedies for breach, including damages, specific performance, and restitution. The course is also designed to introduce the student to legal methodology and the techniques of statutory interpretation, particularly in connection with the Uniform Commercial Code.

• Type: First Year Required

This seminar will explore the legal and business aspects of public and private cross-border M&A transactions and joint ventures. We will focus, first, on the strategic drivers of such transactions and, then, on the transactional elements designed to achieve the commercial objectives of the parties and mitigate economic and legal risk. We will pay particular attention to the ways in which the business and regulatory environment for cross-border M&A differs from that of domestic transactions. Course materials will include legal cases, articles, business school case studies, and acquisition agreements. Guest speakers also will be invited to class from time to time.

• Type: Seminar

From near limitless data collection to state-sponsored cyberattacks, cybersecurity affects us all. Cybersecurity addresses how individuals, companies, and governments attack and defend from each other in cyberspace, using digital devices and networks. This course addresses the wide range of legal (U.S. and international law) and policy issues associated with the rapidly evolving world of cybersecurity. Intended as an introduction to the topic, this course will begin with a brief overview of the internet and the cyber spectrum, from surveillance through destructive attacks. We will then cover the legal and policy dimensions around defensive and offensive cybersecurity. Topics include incident disclosure, data breaches, the Computer Fraud and Abuse Act, cyber espionage, election interference, and cyberattacks. No technical knowledge is needed.

• Type: Upper Class

Enterprise Organization introduces the law governing the organization of business entities, including agency, partnership, limited liability companies, and corporations, including closely-held corporations. It provides a general introduction to business organizations for students who intend to pursue a wide variety of careers, not just corporate law. The duties of agents to their principals, partners to their co-partners, and directors and officers to their corporations and shareholders are covered. Some sections may cover mergers and acquisitions as well. This course (or Corporate Lawyer: Law & Ethics) is either a prerequisite or provides an important foundation for a number of advanced corporate law classes. (Please check the footnotes for each class about information about pre-requisites.) Students may not take both Enterprise Organization and Corporate Lawyer: Law & Ethics for credit.

• Type: Upper Class

The Zell Entrepreneurship Clinic (ZEC) supports the University's burgeoning entrepreneurial ecosystem by representing student-led entrepreneurial ventures as well as local startups and small businesses. Student attorneys in the ZEC encounter real-world transactional lawyering experiences with a focus on developing a business-oriented, client-centered mindset. The ZEC offers transactional and counseling legal services to startups and established small companies in the following areas: * Selecting and forming a legal entity and structuring ownership and capital * Counseling on and prosecuting intellectual property matters (e.g., copyright, trademark, patent, and trade secret) * Drafting and negotiating contracts * Advising on employment matters * Assisting on corporate fundraising and finance issues Students in the ZEC typically represent multiple clients and assume primary responsibility for all client matters under the close supervision of ZEC faculty. Student attorneys plan client matters; interview and counsel clients; draft various legal agreements, documents, correspondence and memos; prosecute patent and trademark applications; and identify and research legal issues to help their clients implement their decisions. Student attorneys also take turns offering community office hours where they provide legal information to local entrepreneurs. Furthermore, student attorneys are exposed to the regional entrepreneurial ecosystem through attendance of local events as a class. During the weekly seminar sessions, students discuss lawyering skills and values, ethical issues, client issues and some substantive law. Student attorneys review and reflect on their work and receive detailed feedback from ZEC faculty during weekly supervision meetings. There are no prerequisites for taking the ZEC. Because much of the client work will be in corporate, tax, intellectual property, employment, and other business areas, students will likely find prior course work in those areas helpful.

• Type: Clinic

This professional responsibility course is intended for students interested in careers as corporate lawyers or representing corporations and other business entities. We will focus on the Model Rules of Professional Conduct and ethical issues relating to the representation of a corporation, including conflicts and their waiver, confidentiality, and client identity. We will also address the ethical obligations that corporate lawyers owe to the courts and regulators, particularly whistleblowing. In addition, we will study the role of lawyers in advising corporate boards and officers with regard to fiduciary obligations and corporate governance issues, including corporate powers, shareholder voting rights, and liability. Enterprise Organizations is a co- or pre-requisite for this class. Students may not take both this class and Corporate Lawyer: Law and Ethics for credit.

• Type: Upper Class

This class will be comprised of different tracks that will allow students to explore ways to work in various innovation fields. The weekly class component will examine various legal and business principles related to innovation and support the students' field work, with the fall term focused on the intricacies of venture capital and the winter term focused on the role of institutional capital. The students will spend significant time working on their projects in the field. Track 1 -- Social Venture Fund (SVF): Students will work as a law student advisor to the Ross School of Business's Social Venture Fund. Students will be required to attend the weekly SVF meeting (typically on Sunday afternoons) and actively participate in SVF. Once the fund selects potential companies in which to invest, students will join at least one due diligence team and be responsible for the legal due diligence on potential investments. For companies in which SVF votes to invest students will review the financing deal documents. This track is a year-long track, so students will be required to take this course both semesters. Track 2 -- Michigan Climate Venture (MCV): Students will work as law advisors to Michigan Climate Venture, a University-wide initiative. Students will be required to attend the weekly meetings and actively participate in all educational activities. Once MCV selects potential companies in which to invest, students will join at least one due diligence team and be responsible for the legal due diligence on potential investments. For companies in which MCV votes to invest, law students will review the financing deal documents. This track is a year-long track, so students will be required to take both semesters. Track 3 -- Innovation Partnerships: Students will provide legal research support to the Innovation Partnerships team. Students will immerse themselves in the legal and regulatory issues related to innovation partnerships. Enrollment in this Track is allowed only with the permission of Bryce Pilz ([email protected]), the Executive Director of Licensing & Strategic Alliances. Track 4 -- Startup or Venture Capital Immersion: Students may arrange to work for a startup company or venture capital fund and participate in this course. While some opportunities to work with startups may be announced through Professor Ohmer, students may also arrange their own startup work and propose the arrangement to Professor Ohmer. Note: Because participating students will work with proprietary information related to their field work, as a condition of participating in this program, all students may be required to sign Non-Disclosure Agreements particular to their tracks. Enrollment in this class is allowed only with permission of Professor Adrian Ohmer.

• Type: Practice Simulation

Students enrolled in this course will work on a major policy reform and its implementation with the highest policy organ of the Government of India. The policy reform could be climate change, women's empowerment, financial inclusion, or another topic. Concurrent enrollment in the Law and Economic Development in India: Behavioral Approaches and Policy Implementation seminar is required.

• Type: Seminar

This course explores the legal and business aspects of corporate mergers and acquisitions, with consideration of corporate takeovers more generally (including proxy fights). The course emphasizes the practical "nuts-and-bolts" of these transactions with respect to both public companies and private companies, as well as from the perspectives of both buyers and sellers. The ultimate objective is to prepare students for deal work by unpacking the jargon and educating them on fundamental transactional inputs, the deal process itself, and the common points of friction and negotiation between the parties.

• Type: Upper Class

Professor Kaye's section: Learning to negotiate effectively involves negotiating, observing, critiquing, and consciously applying effective strategy and skill. This course introduces students to the science, the art, and the practice of negotiation through a sequenced series of simulation exercises, which students will perform inside and outside of class. Class sessions will be used, in part, for negotiations, debriefing results, and discussion. Course readings will include negotiation literature and theory that inform effective practice. Students will be evaluated based on some combination of class participation, negotiation exercises, and periodic reflection papers. Professor Kimball's section: Learning to negotiate effectively involves negotiating, observing, critiquing, and consciously applying effective strategy and skill. This course introduces students to the science, art, and practice of negotiation through readings, discussion, and simulated negotiation exercises performed inside and outside of class. Class sessions are used, in part, for negotiation exercises and debriefing about results. Readings will include negotiation literature and theory that inform effective practice, and application of ethical concepts and rules as they pertain to negotiations in particular, and more generally, to work with clients, other counsel and the courts. Students will write a research paper about an actual negotiation of their choice, applying negotiation concepts to such real world examples as mergers, acquisitions, labor disputes, settlements, treaties, and a variety of transactions and controversies.

• Type: Practice Simulation

This course covers the regulation of securities offerings and trading under the Securities Act of 1933 and the Securities Exchange Act of 1934. It examines offerings and the registration process under the Securities Act, along with reporting requirements under the Exchange Act. The course will also cover fraud, insider trading and civil liabilities under both Acts.

• Type: Upper Class

This is the basic course in federal income taxation. It is a statutory course, and the principal source of law will be the Internal Revenue Code. The topics covered will include the definition of gross income and the determination of permissible deductions from gross income. The class will also analyze numerous Code provisions and doctrines that raise issues of tax timing (that is, in what year should a given item of income or a given deduction be taken into account) and income attribution (that is, to whom should a given item of income or a given deduction be attributed). The bulk of the course will be devoted to learning basic statutory analysis. In addition, however, the class will spend some time studying the policy rationales underlying the structure of the current federal income tax laws and will consider the pros and cons of alternative systems. This course is a prerequisite to a number of other courses, including Corporate Taxation, Partnership Tax, Business and Estate Planning, and International Tax.

• Type: Upper Class

This seminar will introduce students to the nature and function of the military justice system and contemporary issues in military law. Selected topics will include an introduction to the Uniform Code of Military Justice, the law of armed conflict, rules of engagement, court-martial jurisdiction, unique military offenses and defenses, First Amendment rights of military personnel, conscientious objection, the special role of commanders in the military legal system, efforts to reform the military justice system, Guantanamo and military commissions, military vaccination requirements, and military ethics. Throughout the course we will analyze and evaluate tensions among individual rights, military standards, and national security requirements; think critically about the similarities and differences between civilian and military justice; and, reflect on the vitality of military law in the 21st century. Class will be centered on robust discussion informed by readings, response papers, and occasional media presentations. This class is open to all students interested in engaging the subject matter -- a military or national security background is not required.

• Type: Seminar

In this practice simulation course, students will begin to develop the skills needed to represent clients in business transactions. Among other things, the course covers translation of client business objectives into legal concepts and enforceable contract language that is clear, consistent, and concise. Students will learn how to analyze a contract from the client's perspective, with an eye to advancing the client's interests and protecting the client as much as possible from risk. The practice simulation course also identifies how attorneys can use drafting techniques and the negotiation process to resolve issues and improve outcomes for clients. Students will engage in simulations and exercises in class and undertake drafting assignments outside of class, including communications with clients and opposing counsel about contract terms, risks, and potential resolutions.

• Type: Practice Simulation

The Zell Entrepreneurship Clinic (ZEC) supports the University's burgeoning entrepreneurial ecosystem by representing student-led entrepreneurial ventures as well as local startups and small businesses. Student attorneys in the ZEC encounter real-world transactional lawyering experiences with a focus on developing a business-oriented, client-centered mindset. The ZEC offers transactional and counseling legal services to startups and established small companies in the following areas: * Selecting and forming a legal entity and structuring ownership and capital * Counseling on and prosecuting intellectual property matters (e.g., copyright, trademark, patent, and trade secret) * Drafting and negotiating contracts * Advising on employment matters * Assisting on corporate fundraising and finance issues Students in the ZEC typically represent multiple clients and assume primary responsibility for all client matters under the close supervision of ZEC faculty. Student attorneys plan client matters; interview and counsel clients; draft various legal agreements, documents, correspondence and memos; prosecute patent and trademark applications; and identify and research legal issues to help their clients implement their decisions. Student attorneys also take turns offering community office hours where they provide legal information to local entrepreneurs. Furthermore, student attorneys are exposed to the regional entrepreneurial ecosystem through attendance of local events as a class. During the weekly seminar sessions, students discuss lawyering skills and values, ethical issues, client issues and some substantive law. Student attorneys review and reflect on their work and receive detailed feedback from ZEC faculty during weekly supervision meetings. There are no prerequisites for taking the ZEC. Because much of the client work will be in corporate, tax, intellectual property, employment, and other business areas, students will likely find prior course work in those areas helpful.

• Type: Clinic