Students who anticipate practicing in business law should be aware that the nature of business law practice can vary substantially, both in substantive content and the types of day-to-day tasks one is asked to perform. For example, a corporate law practice in a large urban firm may consist almost exclusively of transactional work. On the other hand, an attorney who works in-house may be asked to handle a diverse set of matters, ranging from securities filings to bankruptcy to employment issues and more. It is the rare law student who knows exactly what they will be doing after graduation. With that in mind, the Berkeley Center for Law, Business and the Economy recommends that students interested in business law practice take each of the core courses listed below, and a variety of the skills, specialized and associated course offerings. Some courses are not offered every year. Please check the course schedule.
If you enter law school without any background in business, finance or economics, we cannot overstate the importance of obtaining a basic understanding of accounting and financial analysis as early as possible in your course of study. These core concepts, which are taught in Legal Accounting and Techniques of Financial Analysis are central to any practice focused on business law.
Core Courses
Corporations I (250A) Typically covers formation of corporations; liabilities of shareholders; authority, responsibilities, and compensation of managers, including the duty of care and duty of loyalty; voting and control arrangements; special problems of close corporations and other small business enterprises; introduction to corporate finance.
Corporations II (250B) Typically covers securities fraud, voting and control arrangements, executive compensation, and corporate reorganizations, including tender offers, mergers and acquisitions. Prerequisite: Corporations I.
Corporations (250.1) 5-credit course that combines the content of Corporations I and Corporations II and can be taken in lieu of these two courses.
Corporate Finance and Bankruptcy Reorganization (256.5B) Introduces students to the major elements of corporate bankruptcy reorganization under Chapter 11 of the Bankruptcy Code. and examines how bankruptcy (as well as other) law affects the structure of corporate financing transactions outside of bankruptcy. Topics include priority rules, equitable subordination, fraudulent conveyance law, preferences, substantive consolidation of holding companies, interest payments under Chapter 11, corporate governance during reorganization, leveraged buyouts, and non-bankruptcy workouts. Prerequisite: Corporations I.
Income Tax I (259A) Offers an overview of the federal income taxation of individuals. Focus is on understanding what the federal income tax laws actually require of individual taxpayers and on grasping the basic principles underlying existing rules.
Income Tax II (259B) Focuses on the federal income taxation of corporations, partnerships, and limited liability companies. Prerequisite: Income Tax I.
Securities Regulation I (254A) 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, including the registration process under the 1933 Act, exemptions from registration, practice before the Securities and Exchange Commission, and the underwriting process of private and public distributions of securities.
Securities Regulation II (254B) Focuses on the regulation of the capital formation process (private and public financing transactions), tender offers, proxy contests, corporate restructurings and going private transactions, public firm disclosures, and insider trading. Prerequisite: Corporations I or Securities Regulation I.
Specialized Courses
Antitrust Law (252.2) Covers the fundamentals of antitrust as well as underpinning legal and economic theory. Topics include horizontal restraints (monopoly, cartels, oligopoly, and miscellaneous cooperative activities among competitors); vertical restraints of trade between suppliers and customers (including resale price maintenance, territorial and customer restrictions, tying arrangements, exclusive dealing, and requirements contracts); and horizontal, vertical and conglomerate mergers.
Commercial Transactions (Art.2) (256) Offers an intensive statutory analysis of Article 2 of the Uniform Commercial Code, focusing on the formation and performance of contracts for the sale of goods and the remedies for breach.
Construction Law (257.5) Covers the relationships between the parties involved in the design and construction process; the key provisions to be included in construction and design contracts; the allocation of responsibilities for the timely completion of the project in accordance with the design intent; the obligations and protections for subcontractors and suppliers; and the means of resolving disputes between the parties involved in the construction process.
Employment Law (227.21) Covers the legal principles governing the employer-employee relationship as they are found in the common law, in federal and state constitutions, statutes, and administrative regulations. Prerequisite: Contract Law.
Financial Products (253.4) Covers a number of modern financial instruments operating in the international financial markets and with the essences of risk management and financial regulation in banks, focusing in particular on the new international standards for capital adequacy.
Insurance Law (254.5) Focuses on the interpretation and enforcement of liability, property, and other insurance contracts, including the liability of insurers for bad faith. Emphasis is on the function of insurance in civil litigation, business transactions, protection of property and personal security, and the role insurance performs in shaping public policy and reform, including recent changes in California insurance laws.
International Business Transactions (261.6) Deals with problems involving the role of lawyers advising United States clients with foreign business transactions; foreign clients with United States and foreign business transactions; and occasionally, foreign governments. The subject matter covered will include: (1) transnational practice issues (including advising on foreign law); (2) dispute resolution (including personal jurisdiction and enforcement of foreign judgments); foreign sovereign immunity; choice of forum and choice of law; and arbitration); (3) trade and trade finance (including letters of credit and guarantees; and illicit trade); (4) technology transfer and licensing; (5) transnational investment; and (6) public law issues (including antitrust, securities regulations, bankruptcy, and labor law).
Mergers and Acquisitions in High Tech (277.5) This course seeks to demystify the deal-making process by examining how people actually negotiate transactions, why they act the way they do, how the multitude of laws and regulations applicable to transactions shapes the conduct of these actors, and focuses heavily on the role of lawyers in transactions from advising the board of directors to drafting documents.
Partnerships and Limited Liability Companies (253.2) The course examines LLCs and partnerships of all sorts (general partnerships, limited partnerships, LLPs and LLLPs) focusing on the differences and similarities of these unincorporated business entities; how they are created, managed and operated; and the fiduciary and other relationships between the various participants in each form. In addition, issues of choice of entity in the context of common business transactions will be considered.
Real Estate Transactions I (257) Covers the legal, practical, and commercial aspects of land transfer, including matters such as agency, land contracts, options, commercial leases, escrows, execution and delivery, deeds and other title documents, recording, title insurance, and an introduction to secured real estate financing.
Real Estate Transactions II (257.1) Covers real property security devices (installment land contracts, mortgages, deeds of trust, and possessory security interests) and the problems connected with real estate security, including redemption, subrogation, priority, subordination, judicial and nonjudicial foreclosure, antideficiency provisions, multiple security and mixed collateral loans, the transfer of debtors' or creditors' interests, state and federal regulation, and allocation of ultimate loss.
Secured Transactions (256.9) Focuses on one of the most basic tools in business transactions: the secured loan. The 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 in the same collateral.
Venture Capital and IPO Law: Advising the Emerging Growth Company (255) This practice oriented business 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 through various stages of development. The seminar will cover selected business, corporate and securities law issues in areas such as entity organization, venture capital financings, initial public offerings, and governance and disclosure reform impacting companies accessing the public capital markets. This seminar is structured to acquaint students with the type of corporate and securities law issues faced in a typical Silicon Valley-style corporate practice.
Skills Classes
Drafting Legal Documents for Small Business (256.1) Students learn and apply a range of knowledge in law and business related to the development of small businesses, particularly in the context of drafting key documents for business organizations.
Legal Accounting (251.8) Introduces the concepts and principles of financial accounting as they interrelate with the practice of general business law, focusing on the following general topics: basic accounting conventions; the role and responsibilities of the independent auditor; the financial statements themselves (balance sheets, income statements, retained earning statements, cash flow statements); interpreting and analyzing financial statements; what the statements do and don't tell, and how information might be misleading.
Negotiations (245) Uses simulation exercises (role plays) to allow students to "learn by doing." The course covers alternative approaches to negotiation and the requisite skills associated with each. The first half of the course focuses on the competitive approach, sometimes referred to as "win lose" bargaining, primarily using problems from litigation. The second half of the course looks at the problem solving approach, sometimes referred to as "win win" bargaining, primarily using transactional problems.
Small Business Counseling Practicum (256.12) Students learn and apply a broad range of knowledge in law and business related to the development of small businesses, through classroom learning, field trips, and participating in simulations. A substantial amount of class time will be devoted to preparing for and participating in simulated counseling sessions with mock entrepreneur clients, who are volunteers experienced in business recruited from the community.
Techniques of Financial Analysis (251.7) Introduces concepts and principles of finance, as they interrelate with the practice of general business law. Geared especially to the law student who does not have a business background. Focuses on financial decision-making, addressing the following: financial forecasting; investment analysis (the time value of money, budgeting techniques); investment design (debt versus equity; the effects of leverage); determining the cost of capital; valuation of businesses; mergers and acquisitions.
Associated Courses
Administrative Law (223) Considers the creation and control of the modern administrative state. Topics include the structure of administrative agencies and their place in a governing scheme of separated but overlapping powers, delegation of authority to agencies, types and requirements of agency decision-making, availability and scope of judicial review of agency action (and inaction), and other forms of agency oversight.
Introduction to Intellectual Property (275.3) Covers patent, copyright, trademark, and trade secret law, as well as state law forms of protection. No technical background is expected or required.
Cyberlaw (276.1) Explores specific problems in applying law to cyberspace in areas such as intellectual property, privacy, content control, and the bounds of jurisdiction.
Computer Law (276.4) Explores the law relating to the protection of software, databases and computers. The primary focus will be on three areas of law: intellectual property, contracts and licensing, and antitrust law.
Introduction to Law and Economics (216.1) In this nuts-and-bolts course, students learn how to construct and critique economic models of the incentive effects of different legal rules and institutions. The areas of law to which the techniques will be applied are property, contracts, torts, the private law process, and crimes. Time permitting, some additional topics are considered. This lecture class stresses the manipulation of fundamental concepts. Note that this is a class applying economics to law, not a class to teach economics to lawyers.
IP Transactions (278.9) Covers the myriad transactions involving intellectual property rights in the modern economy with an emphasis on the high technology industry. Increasingly, conventional transactional lawyering involves an intellectual property component; this course is designed to help those students preparing for a career in business or corporate law become comfortable and familiar with intellectual property rights.
Patent Law (277W) Covers the major aspects of patent law, primarily as applied in the U.S.: Patentability, including novelty, nonobviousness, and enablement; infringement; ownership and licensing; and remedies.
Trade Secrets (277.1) Explores the theoretical and practical aspects of protecting information as a trade secret. Examines the basic legal doctrines and social issues which define this field, and addresses the process of trade secret litigation.
Seminars
In addition to the above courses, the Law School offers seminars every semester on specialized topics. These offerings tend to change on a yearly basis, and students should consult the yearly course schedules and consult with instructors about content.
