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UC Berkeley


Business, Law and Economics

The following courses are available for those interested in business, law and economics:

Antitrust Law
This course covers the fundamentals of antitrust and the underpinning legal and economic theory. Topics include horizontal restraints (monopolies, cartels, oligopolies and miscellaneous cooperative activities among competitors); vertical restraints of trade between suppliers and customers (resale price maintenance, territorial and customer restrictions, exclusive dealing, requirements contracts); and horizontal, vertical and conglomerate mergers.

Antitrust Law and Economics Seminar
The course provides an in-depth examination of the economic principles that underlie modern antitrust legal analysis. Topics include merger analysis, intellectual property and high-technology. Principles are developed through a discussion of significant recent cases.

Bankruptcy
This course is a comprehensive survey of bankruptcy law, its processes, policies and politics, with attention to several topics, including bankruptcy courts, voluntary and involuntary bankruptcy, fraudulent transfers, rehabilitation, and reorganization under Chapters 11, 12 and 13.

Commercial Transactions
This course examines the laws governing the sale of goods and the law governing the use of personal property as collateral to secure loans and other credit transactions.

Constructing the Corporate Deal
The class explores how corporate mergers, acquisitions, sales and business combinations are conceived, structured, negotiated and documented. Students use documents from recent transactions to examine the principal issues that arise from the inception to the closing of a deal. The course focuses on the competing interests of buyers and sellers and how counsel for each side addresses those interests.

Construction Law
This course covers such issues as the relationships between parties involved in the design and construction process; the key provisions to be included in construction and design contracts; the obligations and protections for subcontractors and suppliers; and the means of resolving disputes.

Corporate Finance and Bankruptcy Reorganization
This course has two main purposes: (1) to introduce students to the major elements of corporate bankruptcy reorganization under Chapter 11 of the Bankruptcy Code; and (2) to show students how bankruptcy (as well as other) law affects the structure of corporate financing transactions outside bankruptcy.

Corporations I
This course is an introduction to basic legal principles governing the relations among investors, managers, creditors and workers in the business enterprise. The course focuses primarily on state general corporation law, but gives some attention to partnership, securities and employment issues.

Corporations II
This class explores the relationships among the participants of a corporate venture, with particular attention to the fiduciary principles governing those relationships in a detailed, transaction-specific context. Litigation concerning the corporation, particularly but not exclusively with derivative suits, is also covered.

Deals

Drafting Legal Documents for Small Business
Through the course students learn and apply a range of law and business knowledge related to the development of small businesses, particularly in the context of drafting key documents for business organizations.

Health Law
This course studies legal issues relating to medical practice, health insurance, and the rights and responsibilities of healthcare providers and patients. Topics include doctor and hospital licensing, informed consent, medical malpractice, regulations governing health insurance and finance, public subsidies for healthcare, laws relating to death and dying, and selected issues of biomedical ethics.

Insurance Law
This course examines principles of insurance policy interpretation and the law of property insurance; liability insurance and the insurance claim settlement; and ERISA.

International Business Transactions
Class sessions emulate the functioning of a law firm. The subject matter includes transnational practice issues, advising on foreign law, registration requirements for foreign lobbyists, dispute resolution, transactions with governmental entities and sovereign immunity, regulation of unfair international trade practices, failure to afford intellectual property protection, international trade in art treasures, international bankruptcies, foreign investment and transitional tax planning for individuals.

Introduction to Law and Economics
Economic analysis provides one of the major theoretical perspectives on the study of law in American universities. In this course, students learn to construct and critique economic models of the incentive effects of different legal rules and institutions.

Labor Law
This course considers the fundamental legal principles affecting labor relations in the private sector workplace, as incorporated in the National Labor Relations Act and related legislation. Several topics will be reviewed, including union organizing and elections, collective bargaining, strikes, boycotts, arbitration and individual employee rights within unions.

Law and Economics Workshop
This seminar provides students with an opportunity to discuss ongoing research in the economic analysis of law. At each session, an invited speaker (from either UC Berkeley or elsewhere) presents work in progress and then takes questions.

Legal Accounting
This survey course is designed to introduce the concepts and principles of financial accounting as they interrelate with the practice of general business law. The course has two major components: financial reporting and financial decision making and valuation.

Pensions and Employee Benefits
This course is designed for students interested in employment and labor law and business planning. The course follows a model client through the start-up, growth and merger phases of a business, and looks at employee benefits from both the client's perspective and the labor union perspective. Students employ basic tax and labor law concepts to advise the client and the union on the design, implementation and operation of health and retirement plans for the client's employees.

Public Interest and Nonprofit Organizations
This course focuses on the distinctive legal, ethical and policy issues faced by lawyers representing public interest and charitable organizations. It considers what it means to be a public interest or nonprofit organization and focuses on the advantages and disadvantages of alternative types of organizations, the potential liability of members, obtaining and maintaining most-favored tax-exempt status, directors' duties and liabilities, Attorney General regulation, and the unrelated business income tax.

Real Estate Transactions I
This course involves the legal, practical and commercial aspects of land transfer and carries the introductory real property course to its next step: conveyancing and commercial real estate practices. It considers, in the land transfer context, matters such as agency, land contracts, options, commercial leases, escrows, execution and delivery, deeds and other title documents, recording, title insurance, and secured real estate financing.

Real Estate Transactions II
This is a course on security transactions in land. It covers real property security devices and the problems connected with real estate security. Topics include redemption, subrogation, priority, subordination, foreclosure, antideficiency provisions, multiple security and mixed collateral loans, the transfer of debtors' or creditors' interest, state and federal regulation, and allocation of ultimate loss.

Regulating Public Integrity

Representing the Technology Company
This practice-oriented advanced corporate and securities law seminar is designed to provide students with an understanding of the business and transactional context in which various legal issues arise in advising the venture capital-backed emerging growth company. The seminar will cover selected corporate and securities law issues in areas such as business organization, equity compensation, venture capital financings, initial public offerings and acquisitions.

Research Topic in Corporate and Securities Law
This seminar is designed for students working on substantial written work dealing with corporate or securities laws. The seminar will discuss both legal academic writing as well as possible topics for written work. Students will be expected to make presentations of their work at the end of the semester.

Secured Transactions: Article 9
This course focuses on one of the most basic tools in business transactions: the secured loan. This course examines the mechanics of making secured loans, the rules that govern repossession of collateral if the debtor does not pay, and the priority rules that determine the fate of various parties who claim rights to the same collateral.

Securities and Class Action Litigation
In this class, students study key trends in the securities field, both before and after the Private Securities Reform Act of 1995. The course reviews a number of the recent mega-fraud cases, such as Enron, Waste Management and McKesson. Ethical issues facing practitioners in the field are also discussed.

Securities Regulation I
This course concentrates on the regulation of the distribution of securities and corporate finance transactions under the Securities Act of 1933 and under state Blue Sky laws. Topics include the registration process under the 1933 act, exemptions from registration, practice before the Securities and Exchange Commission, and the underwriting of private and public distributions of securities.

Securities Regulation II
This course concentrates on the regulation of securities trading on stock exchanges and in the over-the-counter market. The course covers the regulation of tender offers and anti-takeover measures (including advising the board of directors), disclosure obligations in securities transactions, broker-dealer regulation, insider trading under federal laws, and civil liabilities under federal and state securities acts.

Small Business Counseling
This course readies students for counseling and assisting small businesses (organized either for-profit or not-for-profit), while also identifying critical practice issues involved in representing business clients generally in transactional matters. Traditional topic areas in law are examined and applied in the context of counseling entrepreneurs.

Techniques of Financial Analysis for Lawyers
This survey course introduces the concepts and principles of finance, as they relate to the practice of general business law. The course is geared especially to the law student who does not have a significant business background, and focuses on financial decision making including: financial forecasting, investment analysis and design, determination of capital costs, valuation of businesses, and mergers and acquisitions.


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