Corporate and Securities Law

The development of a mature business lawyer-advisor is a process that starts in law school but takes years to produce its result. Law school can allow students to create the foundation upon which a career as a corporate lawyer may be most effectively constructed. The foundational specialized legal knowledge for students interested in business law should include, in addition to the required course in Contracts, the basic courses in Corporations and Securities Regulation.

In addition to being a sound lawyer, an effective business lawyer must also have specialized knowledge that allows her to understand her clients’ problems quickly and deeply. This understanding is not as a legal specialist alone, but rather is understanding of the problem as the client understands it: as a business problem. That knowledge will allow the creation of an effective framework for the legal understanding of the problem to be addressed. Therefore, the expert business lawyer must understand the language of business as well as the vocabulary and mechanisms of law. She must have a fundamental grasp of corporate finance and accounting because these topics often provide the means to understand the business problems that she will assist in solving. Thus, students seriously interested in a business law practice should take the offerings in Accounting and Corporate Finance at a relatively early stage.

A business lawyer in a transactional practice must have the skills to implement the business goals of their clients. The skills include an understanding of various types of contracts and the goals they serve, drafting skills, and an ability to understand complex contractual provisions on their own and in interaction with other provisions. Our upper-level transactional classes are designed to provide students with these skills.

Other upper-level courses in business and corporate law allow students to delve deeper in certain regulatory areas, gain doctrinal and conceptual understanding of related fields, and understand law from a more theoretical perspective. These courses cover many advanced topics, including business crime, financial instruments, SEC enforcement, mergers and acquisitions, and financial regulation. Finally, students who are interested in more theoretical perspectives can choose among a variety of seminars offered. What is most important is that students acquire the analytical skills to see legal problems in their business context and sufficient mastery of legal doctrine, policy and procedure to allow them to foresee and foreclose problems or to deal with them effectively when they arise.

Multiple-Section Course Learning Outcomes

Corporations (LAW-LW.10644), (LAW-LW.10344) and (LAW-LW.10223)

1. Substantive Knowledge & Doctrine
   • Understand the legal steps for forming, operating, and merging a business corporation, including the role of articles of incorporation and bylaws.
   • Analyze the fiduciary duties of care and loyalty owed by directors, officers, and controlling shareholders to the corporation and its shareholders.
   • Understand the voting rights of shareholders, the regulation of voting through the federal proxy rules
2. Legal Analysis, Reasoning, and Skills
   • Analyze leading corporate law cases (e.g., Delaware Chancery decisions) and apply them to novel business scenarios.
   • Interpret and apply state corporate statutes (e.g. the Delaware General Corporation Law) and selected provisions of federal law that impact corporate governance.
   • Identify legal issues in corporate transactions, such as mergers and acquisitions, tender offers, and the use of anti-takeover devices.
   • Demonstrate a rudimentary understanding of corporate finance, including capital structure, dividends, and distributions.
3. Conceptual Understanding
   • Analyze how power over the corporation is and can be divided between corporate director, manager, and shareholders and assess its implications.
   • Understand the concept of agency costs, how different methods such as fiduciary duty law, voting, board monitoring, compensation structure or takeovers relate to agency costs, and the limitations of these methods.
   • Understand collective action problems in voting.

Survey of Securities Regulation (LAW-LW.10322)

• Identify the primary components of the Securities Act of 1933 (1933 Act) and the Securities Exchange Act of 1934 (1934 Act) and describe the role of the SEC.
• Understand of the offering process: How do they price and market IPOs? What do underwriters actually do? What is involved in the preparation of a registration statement?
• Analyze the registration and distribution process, identify permissible activities during the "pre-filing," "waiting," and "post-effective" periods, and assess the validity of statutory exemptions from registration.
• Identify the categories of information public companies must disclose and when that information is required.
• Analyze the elements of a private cause of action under Rule 10b-5 and determine when information is "material"; identify the potential liabilities for issuers, underwriters, and professionals for noncompliance, including section 11 and section 12 claims.

Accounting for Lawyers (LAW-LW.10007)

• Becoming able to interpret financial data to better represent clients in transactions.
• Becoming comfortable with the terminology and logic of financial reporting, including the components of financial statements (balance sheets, income statements, and cash flow)
• Understanding how accounting measures interact and what accounting measures measure.
• Assessing the relation between accounting and the underlying economics.
• Using a basic understanding of the concepts of accounting and financial disclosure, based on United States Generally Accepted Accounting Principles (GAAP) and to analyze financial statements.

Corporate Finance (LAW-LW.11461)

• Applying the concepts of Time Value of Money and discounting to calculate a present values
• Being able to perform a cash flow analysis
• Assessing risk and return and conducting a valuation analysis using valuations models such as the Capital Asset Pricing Model (CAPM)
• Understanding the Efficient Market Hypothesis (EMH) and its limits
• Employing capital structure to divide risk and return and assessing its effects on firm value

Negotiating Corporate Transactions (LAW-LW.11158)

• Introducing students to the real-world experience of deal making
• Analyzing main agreements that form part of major transactions and developing a fundamental understanding of how those components interact with the overall business arrangement and deal dynamics.
• Analyzing key provisions of these transaction agreements and how they are negotiated with a view to value maximization for the client and appropriate risk allocation among the parties to a deal.
• Obtaining drafting and negotiating skills.

Mergers and Acquisitions (LAW-LW.10327)

• Obtaining proficiency in analyzing agreements, advising boards on fiduciary duties and statutory requirements, and navigating the timeline of a deal from inception to conclusion.
• Identifying key stages of a deal, understanding the motives for different deal types (public vs. private, friendly vs. hostile), and developing strategies to mitigate risk.
• Understanding U.S. regulation of M&A, including Delaware state statutes, case law, and federal regulations.
• Appreciating the interaction between economic incentives and legal constraints.
• Increasing the capacity for close reading of complex legal opinions, statutes, and regulations.
• Topics include: M&A basics, the sales process, conflict deals, shareholder activism, closing certainty, the financial advisor’s role in the transaction and issues specific to private equity M&A.