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The Business Law Pathway provides a road map for students interested in pursuing a business law career in several different contexts, including representing the business as counsel (in-house or as outside counsel); engaging in policy-related work; and working for a government agency that oversees and regulates any aspect of business law.

Business Law Resources

Business Law Faculty

Business Law Path View

  • Core Course

    Business Organizations

    3 Credit (Elective)

    Examines the similarities and differences among various types of business organizations (sole proprietorships, partnerships, corporations, and limited liability companies). Important issues studied include organization and formation requirements; roles, responsibilities, and potential liabilities of persons acting on behalf of the business organization and/or owning the business organization; the procedures and most frequent grounds for litigation involving business organizations; corporate social responsibility; and a brief introduction to the law of securities regulation and corporate control.

  • Core Course

    Personal Income Tax

    3 Credit (Elective)

    This course covers the Internal Revenue Code provisions applicable to the tax treatment of individual taxpayers. Students also will study tax policy, case law, and the tax doctrines and principles applicable to the determination of an individual's taxable income. This course provides the basic structure for understanding and interpreting the Internal Revenue Code, and serves as a foundation for upper-level tax and business-related law school courses.

    Areas of coverage includes: gross income; the tax consequences of property transactions; property acquired by gift, bequest, devise, or inheritance; scholarships, prizes, and awards; life insurance and annuities; discharge of indebtedness; personal injury damages; fringe benefits; divorce; and deductions related to a trade or business or profit-seeking activity.

    When offered as a distance-learning course, there will be required weekly readings from the casebook and online statutory and regulatory sources, regular mini-lectures on prerecorded video accompanied by PowerPoint slides, discussion forums to which students must make posts each week, and weekly quizzes. All course material other than the casebook will be accessible by any computing device through an Internet connection. While most of the course will be asynchronous, opportunities will be presented for synchronous digital chat. In addition to posing questions and providing guidance on the discussion boards and through the video lectures, the professor will be available throughout the course by e-mail, conference call, or live chat. Grading will be based on participation in the forums (including a qualitative component), performance on quizzes, and a final "open-book" examination.

  • Recommended Course

    Business Transactions for Lawyers

    2 Credit (Elective)

    The focus of this course is the variety of business and financial topics that often arise in business transactions. Students will study the various forms of business entities, financial statements, and the capital structure of the business. Students will develop an understanding of these topics in the context of problem-solving, negotiation of the terms of a business deal, and contract drafting. Students will study some legal doctrine, but the emphasis will be on the types of issues that lawyers encounter in a transactional setting and on the development of practical legal skills. Students who are unfamiliar with the business world will acquire an understanding of the business decision-making process. Please check the most recent course registration information to determine if this course meets the Experiential Education/Professional Skills requirements.

    This course may be offered every other year.

  • Recommended Course

    Intellectual Property

    3 Credit (Elective)

    This course will survey the three major fields of intellectual property: patent, trademark, and copyright. The primary objective will be to examine the fundamental principles of each discipline. Students will read cases and statutory materials relating to topics such as registration, protection, and infringement. Although class materials will emphasize the essentials of intellectual property doctrine, the course also will explore important societal issues, such as the impact of technology (for example, television, computers, and the Internet) on the development of these critical areas of 21st-century law.

  • Core Course

    Securities Regulation

    3 Credit (Elective)

    This course offers an introduction to federal securities laws, primarily covering the Securities Act of 1933 and the Securities Exchange Act of 1934, as well as the rules and regulations enacted thereunder. With a focus on SEC and criminal investigation and enforcement, topics include the definition of "security," the concept of materiality, antifraud liability (such as insider trading), and the duties of industry participants in securities transactions. Although there are no prerequisites for this course, it is designed for students interested in securities litigation and not merely for the general corporate transactional practice.

  • Core Course

    Taxation of Business Entities

    4 Credit (Elective)

    This course covers the federal tax treatment of the four main business entity forms. Students will study and learn the tax provisions and tax principles that provide for double tax treatment of C corporations and single-level tax treatment of S corporations, partnerships, and limited liability companies. Emphasis will be on issues related to the formation, operation, and liquidation of those business entities. This course is intended for students with an interest in a business law practice, for students who have a strong interest in tax law, as well as for students who are interested in specializing in tax law.

  • Recommended Course

    Business and Intellectual Property Law Clinic

    2/3 credits Credit (Clinic)

    Placements in settings that expose students to the practice of business and/or intellectual property law are within the broad scope of the clinic. Students in this clinical component spend 10 (2-credit) or 15 (3-credit) hours per week on fieldwork. Given the broad range of possible placements, students might work in government agencies, private law firms, nonprofit organizations, the legal department of businesses, or in placements through which students may work in the area of compliance. Students will submit weekly journals, describing and reflecting on their experiences in the field, and will meet in a series of seminars with the course instructor and/or the Clinical Director to explore the relationship between the principles covered in the substantive class and the students' fieldwork. While Business Organizations is the co/prerequisite for all placements, certain Intellectual Property courses may additionally be required by the course instructor for eligibility for placements in the Intellectual Property area. This course satisfies the Experiential Education/Professional Skills Requirement.

  • Recommended Course

    Employment Law

    2 or 3 Credit (Elective)

    This course deals with the employer/employee relationship when the employee is not represented by a labor union, but rather seeks protection under state or federal legislation. Among the topics are legal restraints on employer screening of employees, wage and hour legislation, occupational health and safety legislation, restrictions on employee discharge, employment discrimination, retirement, and other employee workplace rights and protections.

    This course may be offered every other year.

  • Recommended Course

    Modern Real Estate Transactions

    3 Credit (Elective)

    Focuses on three principal areas: real estate sales, conveyancing, and mortgage law. In the area of sales transactions, the course covers such topics as the lawyer's professional responsibility, duties owed by brokers to sellers and buyers, offers of purchase, purchase and sales agreements, remedies for breach, and closing. In the area of conveyancing, the course covers the requisites and construction of deeds, escrows, surveyor malpractice, recording procedures, liabilities of grantors for defective conditions, title searches, title abstracts, and title insurance. In the mortgage law component, the course covers the defining characteristics and standard provisions of a mortgage, mortgage substitutes, discrimination in lending, lien priorities and subordination of interests, assignments by mortgagees, transfer by mortgagors, foreclosures, redemption, waste, usury, and fixture security interests. The course emphasizes the negotiation and proper drafting of instruments.

  • Other Course

    Labor Law

    3 Credit (Elective)

    Focuses primarily on regulation by the National Labor Relations Board and the federal courts of union/management relations in private industry. Much time is devoted to gaining an understanding of the provisions of the National Labor Relations Act. Specific topics surveyed include union organization tactics, including use of company and union propaganda, representation elections, determination of bargaining units, contract negotiations, arbitration proceedings, strikes, boycotts, pickets, the rights of striking employees, and a union's duty to employees.

    This course may be offered every other year.

  • Other Course

    Sports Law

    2 Credit (Elective)

    This survey of sports law investigates a wide variety of topics in the context of sports law. For example, the course considers the nature, operation, and evolution of the National Collegiate Athletic Association (NCAA). Both the equal protection and due process clauses of the Constitution also are studied, as applied in an athletic setting, as are the treatment and rights of women and foreign student athletes. The differing treatment by the courts of the worker's compensation--e.g., is a recruited athlete an employee of his or her university?--are analyzed. Antitrust law, as applied to both amateur and professional sports, also is reviewed. Title IX and drug testing are considered, as are the role and ethics of lawyers involved at the various levels. Representation of the athlete by both lawyer and nonlawyer agents and the role of unions and collective bargaining in professional sports are considered, as are both tort and contract law.

  • Other Course

    UCC: Sales

    3 Credit (Elective)

    Devoted mainly to the sale of goods under Article 2 of the Uniform Commercial Code. Major topics include the scope of Article 2, formation and modification of contracts for the sale of goods, implied terms, warranties, risk allocation, excuses for nonperformance, and remedies in the event of breach. Each student is expected to acquire a mastery of the guiding principles contained in Article 2. Because Article 2 covers sales to consumers, as well as commercial sales, the course includes an excursion into the Magnuson-Moss Warranty Act and product liability. Material covered in the basic course on Contracts is reviewed to a limited extent to highlight the changes made by the adoption of the Uniform Commercial Code. The subject matter of this course is heavily tested on bar examinations. Knowledge of the law of Sales is very helpful for lawyers advising on commercial transactions or engaged in commercial litigation.

    When offered as a distance learning course, there will be required weekly readings from the casebook, regular mini-lectures on prerecorded video, discussion forums to which students must make posts each week, and weekly assessments, including quizzes. All course material other than the casebook will be accessible by any computing device through an Internet connection. The course will be asynchronous, but in addition to posing questions and providing guidance on the discussion boards and through the video lectures, the professor will be available throughout the course by e-mail. Grading will be based on participation in the forums (including a qualitative component), performance on quizzes, and a final "open-book" examination.

  • Other Course

    Alternative Dispute Resolution

    2 Credit (Professional Skills)

    Other Stage Two Options:

    Mediation OR Negotiation

    This course focuses on alternative methods of dispute resolution, including negotiation, mediation, and arbitration. In-class simulations of fact patterns are used as a means of illustrating certain resolution methods. Please check the most recent course registration information to determine if this course meets the Experiential Education/Professional Skills requirements.

  • Other Course

    Mediation

    3 Credit (Professional Skills)

    Other Stage Two Options:

    Alternative Dispute Resolution OR Negotiation

    Students are introduced to the principles of conflict resolution through the mediation process and through evolving mediation hybrids, including learning about the legal, ethical, sociological, and procedural aspects of mediation through a series of simulated exercises. Students participate directly in simulations drawn from many areas involving conflict, such as family law, trusts and estates, land use and real estate, business, sports law, construction, entertainment, and employment. During the second half of the course, the focus is on the role of lawyers in the mediation process and the skills needed to be an effective and appropriate advocate in resolving disputes for clients. Please check the most recent course registration information to determine if this course meets the Experiential Education/Professional Skills requirements.

  • Other Course

    Negotiation

    3 Credit (Professional Skills)

    Other Stage Two Options:

    Alternative Dispute Resolution OR Mediation

    Explores the theory and the art of resolving conflict through negotiation. Various styles are presented for comparison and analysis. Students are urged to evaluate their own intuitive style and to experience others. Practical experience is achieved through one-on-one and group negotiations exercises. The theory of conflict, strategic choice, ethical issues, and the negotiator's dilemma are presented in a variety of substantive contexts. Please check the most recent course registration information to determine if this course meets the Experiential Education/Professional Skills requirement.

  • Core Course

    Corporate Finance

    2 Credit (Elective)

    This course is a hybrid covering topics from both a financial and legal perspective. In this way, students can learn the skills to become effective business/law advisors. This course examines the different components of a corporation's capital structure: senior debt, subordinated debt, convertible securities, preferred stock, and common stock. The course introduces basic accounting and business corporate finance principles to enable students to calculate the value of a corporation as a going concern and in liquidation. Students also learn to calculate the value of a corporation's debt, equity and hybrid securities and to calculate the change in that value from different corporate strategies. Students learn how to challenge the assumptions behind adversaries' calculations of value. Building on these finance skills, the course adds a legal framework by examining the competing rights of holders in different levels of the capital structure, the corporate issuer's various obligations to these holders, and how the different holders may protect their interests under adverse circumstances and during bankruptcies and mergers and acquisitions. In this way, the course encourages students to learn how to advise clients by combining the practical financial skills with an appreciation of the legal policy and reasons underlying courts' decisions.

    This course may be offered every other year.

  • Core Course

    International Business Transactions

    3 Credit (Elective)

    The trade law of the United States, including treaties, and some law of foreign countries will be examined from the perspective of an American lawyer. Transactions examined include transnational sales licensing and other business arrangements, such as financing and insurance. Potential clients from whose perspectives the alternatives are explored include the US firm doing business abroad, the US firm seeking government assistance in protecting it from unfair foreign competition, the foreign firm doing business in the United States, and state and local governments seeking to buy foreign products, forbid the purchase of foreign products, or promote exports. Treaties and local law designed to protect special interests or to promote competition in an increasingly global market, such as the North American Free Trade Association (NAFTA), the European Union (EC, Common Market), and the World Trade Organization (WTO, GATT), as well as other trade arrangements concerning the so-called Third World and the Pacific Rim, are used to demonstrate the critical role of law in structuring international trade. This is an increasingly important and fast-changing field, with ample scope for individual research papers.

  • Recommended Course

    Business Bankruptcy

    3 Credit (Elective)

    This course is a broad overview of the US Bankruptcy Code and Rules, including the history and philosophy of bankruptcy law, focusing on business bankruptcy under Chapters 7 and 11. The course deals extensively with the rights and obligations of debtors and creditors, including secured and priority creditors. In addition, the course addresses the mechanics of filing, administration, and dispute resolution in Bankruptcy Court, including strategic planning for both debtors and creditors. Major conceptual analysis will include the automatic stay, claims, the estate, discharge and its limits, avoidable transfers, executor contracts, and related topics. Jurisdiction and appellate procedures may also be covered.

    This course may be offered every other year.

  • Recommended Course

    Business Practice Credit

    1 Credit (Elective)

    The Business Practice credit provides an opportunity for students to gain practical legal experience in a setting outside the law school; it is an externship credit for students interested in business law. Each student works in an appropriate placement that has been approved by a faculty member who teaches a related subject and the Clinical Director. Students spend an average of five hours per week, totaling a minimum of 65 hours per semester, assisting attorneys in handling matters involving various areas of business law. Because of the differing types of work in these placements, the number of hours of field work may vary somewhat from week to week, as determined by the student, the faculty member, and the field supervisor. Students will submit weekly journals, describing and reflecting on their experiences in the field, and will meet periodically with their faculty advisor to explore the relationship between the principles covered in the substantive class and the students' fieldwork.

    Prerequisites/corequisites are various business law courses, based on the subject matter of the fieldwork.

  • Recommended Course

    Corporate Governance

    2 Credit (Elective)

    Corporate governance is the study of the law and policy governing the structure and operation of the publicly held business corporation and the allocation of power and responsibility among corporate directors, officers, and shareholders. This course explores, among other things, the regulation of corporations at both the state and federal level; the composition and duties of corporate boards of directors; regulation of corporate executives' compensation; the role of officers and shareholders in corporate governance; and the role of disclosure in the governance process.

    This course may be offered every other year.

  • Recommended Course

    Contract Drafting

    2 Credit (Professional Skills)

    This course will focus on a series of realistic commercial transactions, with particular attention to the incorporation of the business terms into various agreements, as well as a review of how the standard key legal provisions and concepts interact within an agreement. Students will consider how business terms affect the legal provisions in an agreement and how precise drafting can convey the deal terms as intended. Students will analyze term sheets and letters of intent from a corporate, real estate, or other deal-making context for purposes of incorporating deal terms into transactional agreements, which may include asset, stock or purchase and sale agreements; assumption and assignment agreements; employment agreements; shareholder agreements; leases; operating agreements; loan agreements; escrow agreements; settlement agreements; closing agreements, and the like. Students may work in groups and draft documents based upon real transactions. Additionally, students will be exposed to the types of drafting assignments that a law firm setting might provide or require.

  • Recommended Course

    Nonprofit Organizations

    3 Credit (Elective)

    This course will examine nonprofit organizations and the sector in which they operate. The course will focus on the legal framework governing the operation of the nonprofit organizations, including issues of choice of form, governing bodies, and regulation of solicitations. The course also will survey the basic federal income and state property tax issues relevant to operation of the nonprofit organization. These issues include qualification for tax exemption, filing requirements, engaging in commercial activities, and the distinction between public charities and private foundations.

    This course may be offered every other year.

  • Other Course

    Consumer Bankruptcy

    3 Credit (Elective)

    This course studies relief for individual debtors under Chapter 7 (liquidation) and Chapter 13 (rehabilitation). Topics covered include prebankruptcy planning; the means test; eligibility; property of the estate; the automatic stay; exemptions; lien avoidance; nondischargeable debts, including domestic support and other marital obligations; jurisdiction issues in concurrent divorce and bankruptcy proceedings; reaffirmation and redemption rights; the trustee's avoiding powers; avoidance actions; Chapter 13 plans; and the bankruptcy discharge.

    This course may be offered every other year.

  • Other Course

    Patent Law

    3 Credit (Elective)

    Surveys several topics that are essential to patent practitioners, such as the standards for patentability, patent applications, and patent infringement. These topics also are of interest to those who do not intend to practice patent law but who recognize that clients' intellectual property needs occasionally require them to work with patent lawyers.

  • Other Course

    Trademarks and Unfair Competition

    2 Credit (Elective)

    In this course, students investigate the state and federal systems of trademark law. This study includes trademark creation, registration, protection, and litigation. The class also explores other, more general theories of unfair competition, including right of publicity law.

  • Other Course

    UCC: Secured Transactions

    3 Credit (Elective)

    Uniform Commercial Code discusses in detail the creation and perfection of security interests in tangible and intangible personal property under Article 9 of the Uniform Commercial Code. Special attention is given to the need for, and the advantages of, secured credit and to the complex patterns of secured financing that have evolved to facilitate the flow of goods in commerce. The relative priorities of parties with security interests in the same collateral, the rights and obligations of secured creditors in event of default, and the relationship between Article 9 and the federal Bankruptcy Code also are considered.

  • Core Course

    Business Planning

    3 Credit (Professional Skills)

    In today's increasingly fast-paced and competitive business environment, attorneys must be prepared to provide business leaders with timely, appropriate, and valuable analysis and advice. In this course, we will learn to blend practical and theoretical approaches in meeting the needs of entrepreneurial clients, who are typically highly committed to their business, organization, concept, or venture. Using present-day examples and vignettes, we will learn to identify priorities and develop practical, translatable legal solutions relating to: entity selection; risk analysis and mitigation; managerial control; capital development; use of media; property rights and patent concerns; ethical considerations; contract negotiations; employment and tax issues; and growth and exit strategies. Throughout the course, we will examine successful (and some not so successful) examples of critical stage business decision making. Finally, we will explore the attorney turned entrepreneur's mindset and what new lawyers may face when starting or managing their own ventures, in law or business.

    This course may be offered every other year.

  • Core Course

    Corporate Mergers and Acquisitions

    2 Credit (Professional Skills)

    This is an advanced law course for students interested in transactional lawyering involved in corporate mergers and acquisitions. Students will have the opportunity to learn about the corporate, securities, and regulatory legal issues involved in various acquisition techniques, such as mergers, stock and asset acquisitions, leveraged buyouts, and tender offers, as well as the strategy and business reasoning behind such transactions. Students also will have the opportunity to learn about the mechanics of such transactions by participating in interactive class sessions involving the due diligence, negotiation, and drafting of documents involved in such transactions. Please check the most recent course registration information to determine if this course meets the Experiential Education/Professional Skills requirements.

    This course may be offered every other year.

  • Recommended Course

    Antitrust

    3 Credit (Elective)

    Considers the major federal antitrust laws (Sherman, Clayton, and the FTC acts) and the "classic" antitrust offenses, e.g. combinations in restraint of trade, monopolization, price fixing, trade association activities, "tying" practices, territorial divisions, and other horizontal and vertical offenses, boycotts, and mergers.

    This course may be offered every other year.

  • Other Course

    Consumer Protection

    2 Credit (Elective)

    This overview of the law of consumer retail transactions focuses on the tools available to attorneys representing consumers (and those defending companies) when consumer disputes arise. The course will cover common law causes of action, the statutory tools regularly utilized in litigation (with an emphasis on the Massachusetts Consumer Protection Act), and the regulatory regimes put in place by the Federal Reserve, Consumer Product Safety Commission, Consumer Financial Protection Bureau, and other administrative agencies. We also will analyze the tactics involved in consumer protection litigation by reviewing real situations and examining the choices available to both the businesses and consumer advocates in such cases. Finally, we will discuss a variety of specific substantive areas of consumer protection, such as the subprime mortgage debacle and Internet privacy.

    This course may be offered every other year.