The Core Courses in Business Law
- Corporations (Fall)
- Corporate Finance (Fall, Spring)
- Accounting for Lawyers (Fall, Spring)
- Survey of Securities Regulation (Fall, Spring)
- At least one course in creditors’ rights:
- Bankruptcy (Fall)
- Corporate Bonds and Credit Agreements*
- Secured Transactions (Spring)
The term “business law” encompasses a wide range of areas of substantive law and legal practice that relate to the conduct of business. In terms of legal practice, one important distinction is between a litigation practice, focused on resolving business disputes, and a transactional practice, focused on negotiating and implementing business transactions or providing advice on the organization or governance of a business organization. Most business lawyers focus on one or the other. The business law curriculum, however, is largely organized around substantive legal areas rather than on the litigation versus transactional distinction, since an understanding of a common set of areas of substantive law is essential for both a transactional and a litigation practice.
The five courses itemized above form the core of our business law curriculum and should be taken by all students interested in a business law practice. The foundational course in this area is Corporations, which provides an overview of the legal form of business organization that dominates modern economic life. Given the ubiquity of the corporate form, this course is important not just for students who plan to pursue a career in business law but also for students interested in many other areas of legal practice. Because the material in the course is also essential for most of the business law curriculum, it is advisable for JD students to take Corporations in their 1L or 2L year, and for LLM students to take it in their fall semester.
Two other substantive business law courses stand out in their foundational nature and should be taken by all students planning a business law practice. First, Survey of Securities Regulation covers the (largely federal) law regulating the securities markets. This body of law regulates both how firms sell securities to finance their operations and also imposes a set of ongoing legal obligations on “public companies” (those whose stock trades on public securities markets), most importantly obligations to make periodic disclosure of information to investors.
You should also take a course on creditors’ rights. While much of the business press focus on the stock market, corporate debt is by far the most important source of external financing for business. We offer three core courses on the rights of corporate creditors. Bankruptcy covers the special rules that come into effect when a business organization can no longer pay its ongoing obligations. This body of law governs the legal process for resolving competing claims by those to whom an insolvent company owes money. This course is foundational not just for those who want to pursue a bankruptcy practice. In negotiating commercial transactions of all types, lawyers must generally consider the possibility that one of the parties to the transaction will ultimately experience a downturn in its business that results in a bankruptcy. An understanding of bankruptcy law is valuable for crafting contracts ex ante that protect each party’s interests if such a situation arises. Corporate Bonds and Credit Agreements explains the legal details of corporate debt instruments. Secured Transactions covers the creation and legal treatment of creditors’ interests in specific collateral to secure their debt claims.
Two “skills” courses round out the core: Corporate Finance and Accounting for Lawyers. All business lawyers need a foundation in both corporate finance and accounting. Indeed, in a recent survey of practicing lawyers at eleven leading law firms, corporate finance and accounting were identified as among the most useful law school courses for an associate to have taken by both litigators and transactional attorneys. Corporate finance entails a set of analytical tools for valuing assets and for designing financial instruments like debt, preferred stock, and common stock that are used to raise money to finance the operations of a business. Your Corporations course will provide a brief introduction to corporate finance but a dedicated course is necessary to master the core concepts. A course in corporate finance can be taken either at the law school, where the course is designed for law students, or at the NYU Stern School of Business. The Stern corporate finance course generally requires law students to either take a prerequisite Stern course called Foundations of Finance or to take a placement test.
Accounting is a set of rules for how to describe the financial condition of a business entity and its profits and losses over time. Taking a course on these somewhat technical rules will enable you to intelligently read financial statements and other financial disclosures that are the bread and butter of a corporate practice.
A combined introduction to both accounting and corporate finance is being taught as Introduction to Accounting and Finance this fall.
Advanced Curriculum Topics
In addition to this core, NYU offers a rich advanced curriculum in business law, organized loosely below into six broad substantive topics. Courses that are “transactional” in nature, in that they focus more on contractual documents and other ex ante aspects of transactions than on court cases and disputes, are marked with an asterisk (*). (Note that transactional courses do not necessarily count toward your Experiential Learning credit requirement.) Finally, seminars are listed at the end of the course list in each area.
Advanced Finance Law
As you will learn in your basic Corporations course, an important body of law governs the financing of business, including the fiduciary duties of corporate officers and directors, which protect equity interests, and various contractual and statutory protections provided to corporate creditors. In addition to the aspects of finance law covered in the core business law courses itemized above, NYU offers courses in a range of more specialized topics in the field of finance, itemized below. Two are particularly valuable. First, banks are the largest source of credit to corporations and are regulated by a complicated federal and state legal regime covered by Regulation of Banks and Financial Institutions. Second, in a similar way, the sale of securities is generally intermediated by a particular species of financial institution, covered in Investment Banking.
- Regulation of Banks and Financial Institutions
- Investment Banking
- Venture Capital
- Law and Management of Financial Services Businesses (Fall)
- The Law of Securitization (Spring)
- Managing and Understanding Sovereign Debt Risk
- Financial Instruments and the Capital Markets (Spring)
- Sovereign Finance Seminar (Fall)
- Project Finance Seminar* (Spring)
- Financing Development Seminar* (Fall)
- The Art and Science of Financial Regulation Seminar
Advanced Mergers & Acquisitions
Mergers and acquisitions (or, as it is often called, “M&A”) are the high profile, high dollar transactions through which separate corporations unite. The basics of corporate M&A are covered in the Corporations course but there is a great deal to learn in addition. M&A is now a hugely important area of practice, especially in large New York based firms, and—like the basic Corporations course—brings together a transactional approach with a litigation approach. The courses itemized below focus on such transactions. The core course in this area is Mergers and Acquisitions, which serves as the gateway to many of our advanced offerings in the area.
- Mergers and Acquisitions (Spring)
- Cross Border Mergers & Acquisitions* (Fall, Spring)
- M&A Simulation: Anatomy of a Merger* (Spring )
- M&A Workshop* (Spring)
- Negotiating Corporate Transactions* (Spring)
- Special Situations: Distressed Mergers and Acquisitions Seminar (Spring)
The core Bankruptcy course covers the essentials for the non-specialist, but we offer several advanced courses for those interested in deepening their understanding of the subject.
- Law and Business of Bankruptcy and Reorganization* (Fall)
- Law and Business of Corporate Turnarounds and Leadership* (Fall)
- A Study of ‘Mega’ Bankruptcy Cases (Spring)
- Cross-Border Insolvency and Related Issues (Spring)
Advanced Contracts and Commercial Law
The Uniform Commercial Code governs the law of sales and other commercial areas in all 50 states, providing rules on the acceptance and rejection of goods, contract interpretation in business transactions, formation of contract issues, warranty liability, damage rules, and so forth. A more specialized body of law—admiralty—covers commerce at sea. In addition to Secured Transactions, one of the creditor’s rights courses identified among the core business law courses above, the core courses in this area are Commercial Sales Law and Payment Systems. In some years—but not this year—a survey course in Commercial Law that touches on most of the basic topics is offered. Note that Payment Systems is not being offered this year.
- Commercial Sales Law: Domestic and International (Spring)
- Payment Systems
- Admiralty (Spring)
- Contract Drafting*
- International Commercial Arbitration (Spring)
- History and Theory of Secured Transactions Seminar (Spring)
Corporate Compliance and Enforcement
Corporations and their employees are governed by various bodies of law, including criminal law, that are publicly enforced by federal and state agencies. Courses in this area cover the substantive and procedural issues in these areas of law. The core courses are Business Crime and Compliance and Risk Management for Attorneys. And of course, a range of courses throughout the curriculum cover other substantive bodies of law that govern corporate behavior, such as Antitrust and Environmental Law.
- Business Crime (Spring)
- Compliance and Risk Management for Attorneys (Spring)
- Regulation of Foreign Corrupt Practices (Spring)
- Ethical and Legal Challenges in the Modern Corporation (Spring)
- White Collar Crime and the Capital Markets Seminar
- Issues in SEC Enforcement Seminar (Spring)
- Corporate Crime and Financial Misdealing: Legal and Policy Analysis Seminar
- Complex Federal Investigations Seminar (Fall)
- Criminal Securities and Commodities Fraud Seminar (Spring)
Special Business Law Topics
Each year a number of specialized business law courses are offered that do not fit into one of the topics outlined above. This year’s offerings are listed below.
- Law of Nonprofit Organizations (Fall)
- Business Transactions Clinic* (Fall, Spring)
- International Business Transactions (Fall)
- Money and Modern Capitalism: Law and Business (Fall)
- Digital Currency, Blockchains, and the Future of Financial Services* (Spring)
- Law and Business of Corporate Governance* (Spring)
- Law and Business of Social Enterprise* (Spring)
- International Transactions Clinic* (Spring)
- Fashion Law and Business (Fall)
- The Law of the Startup Seminar* (Spring)
- Oil and Gas: Public and Private Governance Seminar* (Fall)
- Corporate Governance Seminar (Fall)
- Law and Business Projects Seminar (Fall, Spring)
- Community Development Law Seminar* (Fall)
Stern School of Business Preferential Courses
The NYU Stern School of Business permits law students to cross-register for certain graduate business courses on a preferential basis. At the time of this writing, the list of preferential courses was not available, but the list does not change much from year to year, and below is the list from 2018 – 2019. Note that many of these courses have as a prerequisite Corporate Finance (taken either at the Law School—although Introduction to Accounting and Finance typically does not count—or at Stern).
- An Integrated Approach to Financial Statement Analysis
- Bankruptcy and Reorganization
- Brand Strategy
- Business of Producing: Entrepreneurship in Entertainment and Media
- Case Studies in Bankruptcy and Reorganization
- Consultative Selling
- Cybersecurity and Privacy
- Dynamic Market Solutions for Clean Energy
- Financial Stability and Risk Management
- Fintech Risk Management
- Forensic Accounting and Financial Statement Fraud
- Futures and Options
- Negotiating Complex Transactions with Executives and Lawyers
- Project Finance and Infrastructure Investment
- The Strategist
- Topics in Private Equity Finance
- Corporate Strategy and Finance in Entertainment and Media
- Decision Models and Analytics
- Global Wealth Management and Private Banking
- Growth in the Developing World and the Global Economy
- Investing for Environmental and Social Impact
- Marketing, Planning, and Strategy
- Mergers and Acquisitions
- Portfolio Management
- Real Estate Primary Markets
- Strategic Design
- Taxes and Investing
- The Business of Health and Medical Care
- The Business of Platforms, Networks, and Two-Sided Markets
- Topics in Cryptocurrency Investing
- Venture Capital Financing
There are a set of additional courses that are conventionally categorized outside of the “business law” curriculum but that are valuable for students interested in business law.
- Income Taxation, Corporate Tax and Partnership Tax are important topics for transactional lawyers, since tax considerations often loom large for many types of corporate transactions.
- Intellectual Property is of interest not just to intellectual property specialists but also to business law generalists, since intellectual property is an important type of business asset governed by special legal rules.
- For students interested in business litigation, advanced courses in civil procedure such as Complex Litigation, Commercial Arbitration, and Conflicts of Laws are invaluable.
- Antitrust covers an important set of regulations of business enterprise. One mode of antitrust regulation entails the review of business mergers and acquisitions, and M&A lawyers need to be familiar with at least the broad outlines of this body of law.
- International Trade Law and International Investment Law cover the regulation of international commercial transactions.