The course will also focus extensively on compliance and ethics issues and on techniques for dealing with government law enforcement agencies. What fiduciary duties do controllers owe? Mutually Excluded Courses: Students may not concurrently enroll in this clinic and an externship or a practicum course. The course is organized in two parts. How do regulators address new and emerging issues? Section 10 will have in-class negotiation exercisesand drafting exercises with the assumption they represent designated parties to a transaction. The University of Pennsylvania Carey Law School is committed to protecting your personal information. The interdisciplinary approach of this practicum - integrating law, business, and public policy - will be of interest to a broad spectrum of students. ), International Business Transactions (2 or 3cr. The course will be a soup to nuts securities offering course, focusing on the legal aspects of conducting an IPO for a U.S. issuer on a Form S-1 and advising the issuer about its future responsibilities as a newly public company. The global COVID-19 pandemic has suddenly entered this space. Mutually Excluded Courses: Students may not receive credit for both this course and Financial Services: Regulation in the Age of Disruption or Banking and Financial Institutions Regulation or Financial Regulation and Financial Crises. This practicum is designed to teach the practical skills needed by lawyers practicing in the general counsels office of an organization. This course focuses on four important areas of concern for the securities lawyer: offerings conducted over the Internet, including via more opaque SPAC vehicles, and the impact of the 2012 JOBS Act; trading facilities and market centers operating over the Internet and the increasingly dark market; giving investment advice over the Internet and the importance of social media; and SEC Enforcement issues and the Internet. The Trustees of Every not-for-profit is, at some level, a business; white-collar crime almost always involves business. Our readings will consist solely of free online materials. It is mainly focused on public-listed companies practice from such jurisdictions as US, UK and EU Member States ones. To analyze and discuss how different tools and resources can be applied and be relevant to address human rights and environmental challenges, which tools would be best suited for specific contexts and grievance mechanisms that exist for access to remedy across relevant and selected industries (policy development, stakeholder forums and facilitation, influence and development, multi stakeholder assessments, human rights due diligence and environmental assessments) in international development, conflict and post-conflict environments. routinely deal with problems that require a basic understanding of concepts and methods from economics and statistics. It covers private and public orderings of debt restructuring: private workouts and bankruptcy reorganizations and liquidations. An understanding of how businesses raise capital, how they make investment decisions and how they return capital to their investors and the role of lawyers in these activities. Business Planning is a capstone course designed primarily for third-year students. Students should thus be prepared to make a substantial time investment in the class. Please see the Social Enterprise and Nonprofit Law Clinic website for more detailed information about the clinic. John R. Thomas These may include NGOs, corporations, bar associations, human rights consulting firms, and international organizations. Notable business groups, academics and others have explicitly or implicitly rejected the Friedman position and have argued that corporations have significant ESG-related obligations. Mutually Excluded Courses: Students may not receive credit for both this course and Takeovers, Mergers, and Acquisitions. The global financial crisis of 2008 resulted in massive human suffering9 million unemployed in the U.S. alone, and millions lost their homes. It is particularly interested in how this approach to ordering economic activity can promote equity by closing race, gendered, and place-based wealth gaps - a key driver in a broad spectrum of inequalities. Mutually Excluded Courses: Students may not receive credit for both this course and International Economic Crime and Corruption. LAW3026v00 Beyond the IPO: Exempt Securities Offerings. Good academic reputation. Sovereign governments may also guarantee borrowing by other important economic actors, from cities and provinces to banks and housing lenders. Becoming a Business Lawyer. How does pro bono fit within larger law firm management goals? Commercial law/bankruptcy, employment and labor law, and international law are areas of the law that corporate lawyers encounter from time to time. ); (8) the role of corporate lawyers in corporate governance (including who is the client the board, management or shareholders); (9) the interactions between state corporate law and federal securities law and various regulators; and (10) new international perspectives on corporate governance. This course would be appropriate for foreign-trained lawyers pursuing the LL.M. Note: First class attendance is strongly encouraged but not required. Students will learn the fundamentals of valuation as it relates to a variety of assets, including bonds, stocks, options, and derivatives. Mutually Excluded Courses: This course is mutually exclusive with the other spring course by this same name (LAWG/J 888). LAW295v00 Information Technology Transactions: Strategy, Negotiations and Drafting. Note: Please note, the date for the final class session will be announced at the start of the semester. The simulation of this hypothetical workout will have role-play and extensive class interaction: we will be members of the restructuring and insolvency practice of an international law firm. in Securities & Financial Regulation Securities & Financial Law Certificate Securities and Financial Regulation LL.M. A robust and often contentious debate over these issues culminated in the development of the U.N. Investigative skills are an essential part of the toolkit of any attorney. Cooperative members provide expertise, labor, and capital to the operation. What are the opportunities for increased integration of labor/human rights and trade policies, and what are the limitations? An introductory course in corporations or business associations is a prerequisite. This course will be highly interactive. The course will take a dual approach to understanding the role of lawyers in corporate governance, risk management, and compliance. The professors will also work with students to develop paper topics and provide feedback and support throughout the writing process. Failure to attend the first class session in its entirety will result in a drop; failure to attend any subsequent class session in its entirety may result in a withdrawal. A 2015 report by Goldman Sachs found that 33% of millennials do not think they will need a traditional bank in the next five years. In addition to teaching these tangible skills, the course will develop students mathematical intuition, which will enable them to navigate financial problems with more confidence in their professional and personal lives. Some may additionally require financial or operational restructuring to maintain the go-forward business. Note: This course is open to J.D. Strongly Recommended: Securities Regulation, which may be taken prior to this class or concurrently. This course will examine some of these challenges, and it will weigh the laws possible responses. What mix of mandatory/regulatory and voluntary/self-regulatory approaches has been utilized in different situations to advancehuman rights objectives? Government enforcement programs are more vigorous than ever, and lawyers on all sides of an issue need to be able to investigate and understand what happened. Attorneys' General and the DOJ that put fraudsters in jail, to the SEC, the CFTC, and the banking regulators, that impose significant financial penalties, to state regulators, FINRA and exchanges, to individuals who fell victim to financial crime -- all are involved in the enforcement project. Enrolled students must be in attendance at the start of the first class session in order to remain enrolled. They challenge some of civil and criminal law's central premises - about people's rationality, free choice, and consistency over time. The goal of this seminar is for students to develop views on the purpose and role of Fintech, the objectivity of financial markets and regulation, and whether financial democratization is a necessary or achievable aim for market providers. Even those of you who don't plan to work in this area will find it difficult to serve your clients without knowing something about business law. This course will provide a framework for students to understand the merger and acquisition environment, to analyze M&A transactions, to develop opinions about them, to design M&A transactions, including friendly deals, hostiles, leveraged buyouts, mergers of equals, and cross border situations and covers topics such as the structures commonly used in M&A transactions, securities laws affecting M&A transactions, strategies employed by the acquiring company and the target firm in negotiating an acquisition, the roles and responsibilities of stakeholders in responding to an acquisition proposal, takeover defenses employed by target companies, the structure of an acquisition agreement, and the techniques for effective drafting of transaction documents. A portion of the class will be devoted to the study of certain statutes and their applications, including examinations of mail and wire fraud, conspiracy, false statements and money laundering prosecutions. Are stockholder derivative actions an effective way of policing management misconduct? Team-based consulting projects are a key aspect of the course, allowing students to contribute to the Law Centers strategic planning while building their project management and team skills. In addition to covering these issues in the context of public companies, the course will examine their implications for privately held companies and touch on their application to alternative entities. It has also served as a model for an effective enforcement regime in the capital markets. Securities Law (as your category 2 requirement); Agency, Partnership & LLCs or Corporate Transactions Practicum (as your CTS requirement); Business & Commercial Law Seminar, Contracts Drafting, or Corporate Drafting (as your CCLP Writing requirement); Bankruptcy; Basic Tax; Business & Commercial Law Seminar; Employment Law Survey; Taxation of Business Entities; and Transactional Negotiations.Interested in being a securities lawyer: Note: This course is part of the following graduate programs: Securities and Financial Regulation LL.M. We will discuss structural matters relating to where to file and who represents a class in competing lawsuits, and focus a significant amount of our time on recent changes in corporate litigation following Corwin. Class time generally will be split between lecturing and in-class exercises and discussion. students who wish to write a paper fulfilling the Upperclass Legal Writing Requirement must register for the 3-credit section of the seminar, while J.D. This class is forstudents who wish tobecome lawyerstopursue positivesocialimpact,whether they enter into private practice or pursuetraditionalpublic interest legal jobs. If you are concerned whether an experience meets the externship requirement, contact the Faculty Director. LAW700v01 Takeovers, Mergers, and Acquisitions. student. The legal battles over President Joe Biden's student loan debt relief program heated up on Thursday when a Texas-based judge struck down the program and issued a nationwide injunction purporting . Recommended: Prior or concurrent enrollment in Professional Responsibility. Their activities -- from sourcing of raw materials, to processing and production of intermediate or finished goods, to distribution and sale -- have major consequences not only for the human rights of their employees but also for the rights of the individuals and communities impacted by their operations. Cooperatives exist in many industries, including finance, housing, agriculture, health care, and retail, and in many forms, including worker, consumer, social, and producer cooperatives. Mutually Excluded Courses: Students may not receive credit for both this course and the J.D. student registration windows. This topic will focus on restructuring transactions under the framework of the U.S. Bankruptcy Code, including Chapter 11 going-concern sales, plans of reorganization, and the rights and obligations of a debtor-company using Chapter 11 to restructure its business and emerge from bankruptcy. Our client will be an international commercial bank with a troubled loan to a company in a developing country. This course examines key issues arising from the criminalization of transnational business conduct and attempts to enforce national laws extraterritorially, as well as how to counsel clients to comply with inconsistent or conflicting legal regimes. 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