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Corporate Law and Finance Students

Corporate Law & Finance LL.M. Course Descriptions

Earn the specialized LL.M. to advance your career in Corporate Law & Finance. Get details about the required and elective courses below:
 

Required Courses

Building upon the principles of corporation law and policy learned in the basic business organizations course, this course will prepare students to understand and structure the legal aspects of various business combinations, including buy-sell arrangements, licensing agreements, mergers, asset purchases, stock sales, debt/loan structures (including indentures), shareholder agreements, dispute resolution procedures, service agreements and employment agreements. The course will build around several transactions and require mastery of key skills and abilities that include: understanding key components of various transactions and their legal structures; identification of various transactional approaches to address specific client needs; development of analytic, reasoning, negotiation and writing skills in various business law environments; and mastery of the core legal doctrines which are the foundations for the transactions studied.

This is the course, sometimes referred to as “Corporations” taught at the JD level at WMU-Cooley and at most law schools. All WMU-Cooley students who have obtained a B or better in this course, or those from other schools who have obtained a B or better in a comparable course will receive a waiver without credit of this required course. If a student from outside WMU-Cooley has not taken this course, or a student either from WMU-Cooley or another school has taken the course but received a grade lower than a B, and then they must take this course during the first semester, or be excused from taking it by the Director. Those students taking the course will be given a different exam than the JD students in the course and may also be required to write a paper in order to receive credit for the course. 

This course will study the processes and tensions between capital formation and corporate governance. Traditional methods and concepts of corporate finance will be examined including, timevalue of money, stock and bond valuations, capital budgeting, capital and arbitrage pricing models, cost benefit analysis and optimal capital structure theory. In addition to in-depth examination of these traditional areas, including the corporate decision-making difficulties involved in choosing among various financing options, the course will delve into the significant corporate governance challenges posed by derivative securities, asset securitization and convertible securities. The course will explore in detail the difficult questions of corporate decision making when faced with the tensions between the contract principles of various financing approaches and the fiduciary obligations inherent in corporate decision-making.

Focuses on the ethical, as well as broader public policy issues, presented in the practice of law in the corporate setting from the perspectives of both inside and outside counsel in a multistate and global practice arena. Utilizing a practical case study method, the course will address subjects such as the lawyer’s role in the corporation, attorney-client privilege and work product doctrine, attorney discipline and malpractice, conflicts of interest, negotiations, and relationships between inside and outside counsel. Further, the course will review the structure of corporate compliance activities and regulatory compliance and counseling, at the national, state, local and foreign governmental levels in a number of areas including: environmental; employment, labor and benefits; product liability and recalls; and Foreign Corrupt Practices Act and white collar litigation. In addition, the course will explore a lawyer’s role in society including emphasizing the necessity for a corporate lawyer to embrace diversity, and participate in pro bono and community service activities in order to be successful.

 

 

Elective Courses

This course will cover the major topics of antitrust law necessary for all corporate lawyers and provide a basis for lawyers interested in practicing antitrust law. Topics to be covered include the broad definition of agreement; agreements among competitors and between companies and either their suppliers or distributors; monopolization; and both the substantive and procedural aspects of mergers. The philosophical and economic underpinning of the law will be discussed to the extent necessary to better understand the practical aspects of advising clients. The course will focus on US antitrust law but will also cover the important distinctions with the competition laws of other major jurisdictions.

Bitcoin and other digital assets have grown from obscurity in 2009 to a multi-trillion dollar asset class. This course focuses on the growing body of law and regulation surrounding Bitcoin and other digital assets. This course will cover an introduction to money, Bitcoin, and digital assets; an overview of the federal regulatory landscape; state regulatory schemes, business finance, and enforcement actions; an examination of emerging use cases; and future legal implications of open and decentralized systems. This course requires one project or research paper of 15-20 pages.   

Thorough examination of the fundamentals of business franchising operations including federal and state statutes and regulations, franchiser and franchisee rights, obligations and limitations. No exam.

Explores the legal aspects of capital markets and investment banking, including: commercial paper, medium-term notes, shelf registration statements, underwriters, and various types of private securities offerings. Special emphasis on governance, negotiation, documentation, and closing of corporate financing methods. Grades are typically based on assignment(s). Prerequisite: 6027 Corporate Governance & Finance.

This course will focus on developing competencies for leading and ensuring an organization has an effective compliance and ethics’ program. Students will gain a broad understanding of compliance oversight along with the skills necessary to identify corporate risks, investigate issues, resolve disputes and create effective compliance documents for Board Governance, Audit Committee, and Senior Management use. There is no exam for this course, several work products related to compliance program development and issue resolution will be graded as will students’ responses to issues during class workshops. 

Provides an opportunity for Master’s students to submit a proposal for a directed study project to the Academic Director. Generally requires 15-20 pages of a written project for each credit hour earned.

This course examines the myriad of issues, such as finance, business model, electronic commerce, risk management, employment, real estate and advertising faced by attorneys who advise clients who may be seeking legal and practical guidance in the beginnings of a small or entrepreneurial business through its maturity and demise. It also allows the attorney to examine the potential to be involved in house with a business or to consider developing a business. From Scrooge & Marley to Microsoft ... things often begin small and grow. Current small business news, blogs and other online resources will serve as discussion points throughout the course. 

Offers students the opportunity to practice corporate law and finance in a supervised setting. Master’s students can complete tasks assigned by their attorney supervisors, with their learning guided by a WMU-Cooley faculty member. Students must apply and be approved for externship placements and all sites must be pre-approved.

An overview course in litigation to acquaint the non-litigator with the fundamental principles and strategies for handling complex litigation including class actions, products liability, mass tort and commercial litigation, in the federal and state courts, selected international tribunals and by means of alternate dispute resolution. The course will also cover the fundamental elements of discovery and e-discovery and litigation avoidance strategies.

This course will focus on periodic reporting by already-public companies under the Securities Exchange Act of 1934 (as modified by Sarbanes-Oxley) and cover Forms 10-K, 10-Q, and 8-K, proxy statements, Schedules 13D and 13G, reporting under Section 16, and Regulation FD. The course will also investigate the tension that these reporting requirements place on both inside and outside counsel who are advising on routine corporate activities such as shareholder and public relations, and negotiations of significant transactions or settling significant litigation. The JD survey course, Securities Regulation, can be substituted for this course with prior permission from the program director. 

Students will gain a substantive understanding of the public finance law and the roles and responsibilities of the major practitioners involved. Students will learn about the debt issuance process.

This course examines legal issues arising from private sector and governmental procurement processes, business practices and strategies, and related public policy considerations. Key purchasing documents, terms and conditions, bidding and negotiation processes and strategies and dispute resolution will be covered, as will the significant ethical and compliance challenges present in various procurement and supply chain management situations. Students will study actual purchasing scenarios, prepare legal memoranda and work in teams on a case study.