Course Schedule

This is the basic introductory course in business organizations. It considers issues relating to the selection of business form (partnership, limited partnership, corporation, and limited liability company), as well as the formation, financing, operation, and control of business entities. Primary emphasis is placed on conducting business in the corporate form, including closely-held and publicly-held corporations. Issues discussed in connection with public corporations include registration of securities, proxy regulation, and derivative litigation. Corporate Governance is examined in light of the collapse of Enron and other public companies. Problems in the supplementary materials demonstrate how the statutes and common law principles covered in the course apply in a real world setting. A student may not receive credit for both Corporations and Business Associations or Business Associations (Enriched).

An introduction to the legal rules and principles, as well as some of the economic factors, that pattern the conduct of productive enterprise in the U.S. The principal focus will be upon the large, publicly traded corporation that dominates much of the U.S. business environment - in particular, its financing, its control, and the potentially conflicting interests that the firm must mediate. Legal topics to be covered accordingly include shareholder and executive compensation, basic fiduciary obligations, shareholder voting rights, derivative suits, corporate reorganization and control transactions. We shall also devote some attention to partnerships, closely held corporations and other business forms. No prior background in business law or economics is assumed. Corporations and Business Association, Business Associations, and Business Associations (Enriched) may not be repeated for credit.

An introduction to the legal rules and principles, as well as some of the economic factors, that pattern the conduct of productive enterprise in the U.S. The principal focus will be upon the large, publicly traded corporation that dominates much of the U.S. business environment - in particular, its financing, its control, and the potentially conflicting interests that the firm must mediate. Legal topics to be covered accordingly include shareholder and executive compensation, basic fiduciary obligations, shareholder voting rights, derivative suits, corporate reorganization and control transactions. We shall also devote some attention to partnerships, closely held corporations and other business forms. No prior background in business law or economics is assumed. Corporations and Business Association, Business Associations, and Business Associations (Enriched) may not be repeated for credit.

This is the basic introductory course in business organizations. It considers issues relating to the selection of business form (partnership, limited partnership, corporation, and limited liability company), as well as the formation, financing, operation, and control of business entities. Primary emphasis is placed on conducting business in the corporate form, including closely-held and publicly-held corporations. Issues discussed in connection with public corporations include registration of securities, proxy regulation, and derivative litigation. Corporate Governance is examined in light of the collapse of Enron and other public companies. Problems in the supplementary materials demonstrate how the statutes and common law principles covered in the course apply in a real world setting. A student may not receive credit for both Corporations and Business Associations or Business Associations (Enriched).

This course is an introduction to the basic legal rules governing corporations. The course will focus on publicly held corporations. Among the topics covered will be fiduciary duties, conflict-of-interest transactions, reorganizations and control transactions, shareholder voting rights, and shareholder derivative suits. Issues relating to partnerships and securities law may also be reviewed. Corporations and Business Association, Business Associations, and Business Associations (Enriched) may not be repeated for credit.

This course is restricted to JD degree candidates only.

This course is an introduction to the basic legal rules governing corporations. The course will focus on publicly held corporations. Among the topics covered will be fiduciary duties, conflict-of-interest transactions, reorganizations and control transactions, shareholder voting rights, and shareholder derivative suits. Issues relating to partnerships and securities law may also be reviewed. Corporations and Business Association, Business Associations, and Business Associations (Enriched) may not be repeated for credit.

This course is restricted to JD degree candidates only.

This course will be taught entirely online via Zoom.

This course is an introduction to the basic legal rules governing corporations. The course will focus on publicly held corporations. Among the topics covered will be fiduciary duties, conflict-of-interest transactions, executive compensation, reorganizations and control transactions, shareholder voting rights, and shareholder derivative suits. Issues relating to partnerships and securities law may also be reviewed. Corporations and Business Association, Business Associations, and Business Associations (Enriched) may not be repeated for credit.

This course will be taught entirely online via Zoom.

This is the basic introductory course in business organizations. It considers issues relating to the selection of business form (partnership, limited partnership, corporation, and limited liability company), as well as the formation, financing, operation, and control of business entities. Primary emphasis is placed on conducting business in the corporate form, including closely-held and publicly-held corporations. Issues discussed in connection with public corporations include registration of securities, proxy regulation, and derivative litigation. Corporate Governance is examined in light of the collapse of Enron and other public companies. Problems in the supplementary materials demonstrate how the statutes and common law principles covered in the course apply in a real world setting. A student may not receive credit for both Corporations and Business Associations or Business Associations (Enriched).

This is the basic introductory course in business organizations. It considers issues relating to the selection of business form (partnership, limited partnership, corporation, and limited liability company), as well as the formation, financing, operation, and control of business entities. Primary emphasis is placed on conducting business in the corporate form, including closely-held and publicly-held corporations. Issues discussed in connection with public corporations include registration of securities, proxy regulation, and derivative litigation. Corporate Governance is examined in light of the collapse of Enron and other public companies. Problems in the supplementary materials demonstrate how the statutes and common law principles covered in the course apply in a real world setting. A student may not receive credit for both Corporations and Business Associations or Business Associations (Enriched).

An introduction to the legal rules and principles, as well as some of the economic factors, that pattern the conduct of productive enterprise in the U.S. The principal focus will be upon the large, publicly traded corporation that dominates much of the U.S. business environment - in particular, its financing, its control, and the potentially conflicting interests that the firm must mediate. Legal topics to be covered accordingly include shareholder and executive compensation, basic fiduciary obligations, shareholder voting rights, derivative suits, corporate reorganization and control transactions. We shall also devote some attention to partnerships, closely held corporations and other business forms. No prior background in business law or economics is assumed. Corporations and Business Association, Business Associations, and Business Associations (Enriched) may not be repeated for credit.

This is an enriched, five-unit version of the basic introductory and survey course in the corporations/business organizations area; there are no prerequisites whatsoever. This course considers issues relating to the selection of business form (e.g., partnership, limited partnership, corporation, and limited liability partnership), as well as the formation, financing, operation, and control of business organizations. Primary emphasis is placed on conducting business in the corporate form. The course examines corporate governance and other matters associated with both closely held corporations and publicly held corporations. Corporate governance stems from the interplay of market forces and the legal landscape; the latter stems in part from a mix of common law principles, state and federal statutes, and Securities and Exchange Commission rules, and shareholder litigation. Certain litigation, market, regulatory, and transactional issues covered in this Business Associations (Enriched) course are not covered in either Business Associations or Corporations. This course also has a greater focus on publicly-held corporations and modern corporate and financial developments. This enriched course does NOT require any prior business-related undergraduate coursework or any work experience in business-related matters. Corporations and Business Association, Business Associations, and Business Associations (Enriched) may not be repeated for credit.

This is an enriched, five-unit version of the basic introductory and survey course in the corporations/business organizations area; there are no prerequisites whatsoever. This course considers issues relating to the selection of business form (e.g., partnership, limited partnership, corporation, and limited liability partnership), as well as the formation, financing, operation, and control of business organizations. Primary emphasis is placed on conducting business in the corporate form. The course examines corporate governance and other matters associated with both closely held corporations and publicly held corporations. Corporate governance stems from the interplay of market forces and the legal landscape; the latter stems in part from a mix of common law principles, state and federal statutes, and Securities and Exchange Commission rules, and shareholder litigation. Certain litigation, market, regulatory, and transactional issues covered in this Business Associations (Enriched) course are not covered in either Business Associations or Corporations. This course also has a greater focus on publicly-held corporations and modern corporate and financial developments. This enriched course does NOT require any prior business-related undergraduate coursework or any work experience in business-related matters. Corporations and Business Association, Business Associations, and Business Associations (Enriched) may not be repeated for credit.

This is an enriched, five-unit version of the basic introductory and survey course in the corporations/business organizations area; there are no prerequisites whatsoever. This course considers issues relating to the selection of business form (e.g., partnership, limited partnership, corporation, and limited liability partnership), as well as the formation, financing, operation, and control of business organizations. Primary emphasis is placed on conducting business in the corporate form. The course examines corporate governance and other matters associated with both closely held corporations and publicly held corporations. Corporate governance stems from the interplay of market forces and the legal landscape; the latter stems in part from a mix of common law principles, state and federal statutes, and Securities and Exchange Commission rules, and shareholder litigation. Certain litigation, market, regulatory, and transactional issues covered in this Business Associations (Enriched) course are not covered in either Business Associations or Corporations. This course also has a greater focus on publicly-held corporations and modern corporate and financial developments. This enriched course does NOT require any prior business-related undergraduate coursework or any work experience in business-related matters. Corporations and Business Association, Business Associations, and Business Associations (Enriched) may not be repeated for credit.

The 27950 section of this course will be taught in person but with the option of occasional remote participation via Zoom.  If students require all remote participation, they must register for the 27951 section of this course, which is identical but web-based.

This is an enriched, five-unit version of the basic introductory and survey course in the corporations/business organizations area; there are no prerequisites whatsoever. This course considers issues relating to the selection of business form (e.g., partnership, limited partnership, corporation, and limited liability partnership), as well as the formation, financing, operation, and control of business organizations. Primary emphasis is placed on conducting business in the corporate form. The course examines corporate governance and other matters associated with both closely held corporations and publicly held corporations. Corporate governance stems from the interplay of market forces and the legal landscape; the latter stems in part from a mix of common law principles, state and federal statutes, and Securities and Exchange Commission rules, and shareholder litigation. Certain litigation, market, regulatory, and transactional issues covered in this Business Associations (Enriched) course are not covered in either Business Associations or Corporations. This course also has a greater focus on publicly-held corporations and modern corporate and financial developments. This enriched course does NOT require any prior business-related undergraduate coursework or any work experience in business-related matters. Corporations and Business Association, Business Associations, and Business Associations (Enriched) may not be repeated for credit.

This course is an introduction to the basic legal rules governing corporations. The course will focus on publicly held corporations. Among the topics covered will be fiduciary duties, conflict-of-interest transactions, executive compensation, reorganizations and control transactions, shareholder voting rights, and shareholder derivative suits. Issues relating to partnerships and securities law may also be reviewed. A student may not receive credit for both Business Associations for LLMs and Business Associations or Business Associations (Enriched) or Corporations.

This course is an introduction to the basic legal rules governing corporations. The course will focus on publicly held corporations. Among the topics covered will be fiduciary duties, conflict-of-interest transactions, executive compensation, reorganizations and control transactions, shareholder voting rights, and shareholder derivative suits. Issues relating to partnerships and securities law may also be reviewed. A student may not receive credit for both Business Associations for LLMs and Business Associations or Business Associations (Enriched) or Corporations.

This course is an introduction to the basic legal rules governing corporations. The course will focus on publicly held corporations. Among the topics covered will be fiduciary duties, conflict-of-interest transactions, executive compensation, reorganizations and control transactions, shareholder voting rights, and shareholder derivative suits. Issues relating to partnerships and securities law may also be reviewed. A student may not receive credit for both Business Associations for LLMs and Business Associations or Business Associations (Enriched) or Corporations.

Many law school courses deal with the role of the “outside” lawyer as advocate for the client in a litigation setting or in counseling clients more generally.  By contrast, this course deals with the compliance function—described by one author as the function that establishes and confirms “conformity between . . . action and a rule or standard,” the latter being determined by law, regulation or an organization’s policies.  The compliance role within an organization principally focuses on avoiding problems (and resultant crises for the organization) by establishing policies designed to ensure that personnel conform to legal and regulatory requirements, counseling personnel when questions arise and establishing “early warning” systems to detect and respond to instances of possible malfeasance. It is also one of the organizational roles currently providing the most employment opportunities for lawyers—a law degree (or bar admission) may not technically be required to serve as a compliance officer, but it is increasingly seen by organizations as desirable, and is often becoming a requirement. The course will examine the role of the compliance function within a corporation or other organization and its relationship to other organizational roles and to regulatory agencies.  It will also examine a number of current or recent situations in which problems—crises for the organizations involved—have been uncovered and will consider how more effective compliance programs might have unearthed them earlier, in time to avoid the crisis. Quite often (and contrary to the popular image), the best service a lawyer can perform for her client, but one that is invisible to public awareness, is to foresee a potential issue and adopt changes that avoid its occurrence. This course will provide some of the tools useful in that endeavor. The course will require two short (2-3 pages) papers and one longer paper (10-15 pages) in lieu of an exam.

This colloquium-style course will explore the legal challenges and implications of the COVID-19 pandemic. Students will read a range of materials that will include law review articles and congressional testimony. This course is interdisciplinary and will feature guest lecturers who are professors at the University of Texas.

The pandemic affected a wide range of public and private laws. Topics we will explore include public health and science implications of COVID-19, how the pandemic exacerbated inequalities for marginalized or vulnerable populations, how privacy, criminal, election, or other public laws were re-examined (or revised) during the pandemic and how private relationships between landlords and tenants or banks and customers were affected during the pandemic.

We may also consider how federal and state tax, employment, and anti-discrimination laws protected or harmed people during the pandemic, how dispute resolution and judicial systems were derailed or re-imagined during the pandemic, and how emergency declarations (including stay-at-home or business shutdown orders) were crafted, applied (or struck down) during the pandemic.

This class will focus on how stagnant wages. economically and racially segregated neighborhoods and public schools, the lack of household savings, and soaring consumer debt has created economic inequality gaps that cause American workers to struggle to become middle class and achieve the American Dream.

 Using the lens of the coronavirus pandemic, we will explore how laws and policies over the last 50 years have forced some Americans into a contingent workforce where they are deemed gig, contractor or temporary workers (not full-time employees) who are poorly paid and receive inadequate employee benefits. We also will explore K-12 public schools systems and why children receive radically different educational services based largely on their parents’ household income or whether they have access to the Internet and private academic tutoring. These K-12 educational deficiencies now make it harder for lower- and middle-income students to attend colleges, particularly elite colleges, that will help them succeed financially.

 One class meeting consists primarily of small group discussions and course materials will be of diverse types, including media clips, excerpts from law review articles, government reports, empirical studies, news articles and blog entries. Evaluation is based on a series of short assignments and a final paper.

This course will discuss the central legal issues in the creation and growth of the state-authorized THC-cannabis and Hemp-cannabis industries in the US.  This course will explore the patchwork of licensing regimes and regulatory requirements for THC-cannabis and Hemp-cannabis businesses.  This course will also explore the tension that exists between federal and state laws and how this tension creates unique challenges in farming, manufacturing, distribution, advertising, and banking among other issues of commerce.  This course will also discuss the future of cannabis regulation from a federal, state, and local perspective.  Students will be expected to participate in discussion each week and in group projects taking place during class.  This course has no textbook and no specific prerequisites.  No technical background is required.  This course is designed for students to gain a practical understanding of how attorneys and other professionals work in these new and growing industries that are constantly in regulatory flux. 

This course will discuss the central legal issues in the creation and growth of the state-authorized THC-cannabis and Hemp-cannabis industries in the US.  This course will explore the patchwork of licensing regimes and regulatory requirements for THC-cannabis and Hemp-cannabis businesses.  This course will also explore the tension that exists between federal and state laws and how this tension creates unique challenges in farming, manufacturing, distribution, advertising, banking, insurance, and employment-related matters among other issues of commerce.  This course will also discuss the future of cannabis regulation from a federal, state, and local perspective.  Students will be expected to participate in discussion each week and in periodic group projects taking place during class.  This course has no specific prerequisites.  No technical background is required.  

This course will be taught entirely online via Zoom.

This course uses economic analysis to understand the institutional workings of the securities and investment business and its legal regulation (especially recent developments therein). The main focus of this course is on securities intermediaries -- those who trade, facilitate trade, or manage investments on account of others -- as opposed to primary offerings (which are covered in a typical Securities Regulation class). Topics include securities trading and market regulation, banking and shadow banking, securitizations and asset-backed securities, broker-dealer duties and conflicts, and investment advisers and investment company regulation. The course utilizes a case study approach, with examples drawn from recent events. The class will be a combination of lecture, class discussion, and student group presentations. The goal of the course is to ensure that students have a good economic understanding of how and why the law applies to them once they are (or are representing) investment bankers, traders, or investment advisers.

This course will examine some general jurisprudential and moral issues related to the American system of capital punishment. The course will focus primarily on the development of the law governing capital punishment in the United States since 1970. Some of the main themes include: the legal structure of the Supreme Court's post-1970 death penalty jurisprudence, the scope of available appellate and post-conviction review in capital cases (particularly federal habeas review), the ubiquitous problems surrounding the representation afforded indigent capital defendants, proportionality limits on the imposition of the death penalty for various offenders (e.g., juveniles and persons with intellectual disability), the role of racial discrimination in the administration of the death penalty, and the likely trajectory of the American death penalty. The course will be graded on a letter-grade basis for all students. Grades will be based upon an open-book final examination.

This course will examine some general jurisprudential and moral issues related to the American system of capital punishment. The course will focus primarily on the development of the law governing capital punishment in the United States since 1970. Some of the main themes include: the legal structure of the Supreme Court's post-1970 death penalty jurisprudence, the scope of available appellate and post-conviction review in capital cases (particularly federal habeas review), the ubiquitous problems surrounding the representation afforded indigent capital defendants, proportionality limits on the imposition of the death penalty for various offenders (e.g., juveniles and persons with mental retardation), the role of racial discrimination in the administration of the death penalty, and the likely trajectory of the American death penalty. The course will be graded on a letter-grade basis for all students.  This course will satisfy the constitutional law II requirement.