FACULTY MEMORANDUM
BUSINESS AND CORPORATE LAW
Updated September 2012
Faculty: Camille Andrews, John Beckerman, Michael Carrier, Jay Feinman, David Frankford, Arthur Laby, Michael Livingston, Patrick Ryan
Adjunct Faculty: John Coleman, Cory Jacobs, Barry Kitain, Steven Robbins, Samuel Simon, Dennis Talty
Introduction
Business and corporate law practice has traditionally been divided between corporate counseling on the one hand and business litigation on the other. While this distinction has some validity, there is considerable overlap in the knowledge needed for both kinds of practice.
Business and Corporate Law
Counseling involves advising companies on how to structure and conduct their business. A corporate transactional lawyer may be involved in almost any aspect of corporate life, from advising boards of directors and chief executive officers on the structure of a major merger or acquisition, to designing corporate policy to avoid employment litigation, to monitoring the company's efforts to comply with environmental legislation.
Virtually all students should take Business Organizations, a basic course that assumes no business background. It introduces organizational concepts and teaches fundamental standards for evaluating which type of business form is appropriate for clients. It also covers the law of fiduciary duty and derivative litigation.
The Public Corporation is devoted to issues associated mainly with publicly held corporations (those with many shareholders, whose shares are traded on an exchange or over the counter), such as valuation, bondholders' rights, and mergers and acquisitions. Securities Regulation addresses the laws governing issuance of securities and their initial distribution, as well as the trading of securities in secondary markets. Antitrust discusses the laws governing competition and restraints of trade. Small Business Counseling provides a clinical setting for students interested in applied problems of the lawyer counseling small businesses.
Students interested in business organizations also should consider taking Administrative Law, Corporate Taxation, Mergers and Acquisitions, Partnership Taxation, Secured Transactions and Bankruptcy.
Corporate Litigation
Corporate litigation involves fascinating policy and economic issues that go to the heart of how our economy functions. Such litigation also frequently involves staggering stakes, a great deal of publicity, and extremely sophisticated lawyers on both sides.
In addition to litigation, a corporate litigator learns very early that the best corporate counseling comes from a complete understanding of how a desired corporate action can result in litigation. Shareholders, the plaintiff class action bar, the government and other interested parties scrutinize corporate actions to ascertain if any law or duty has arguably been violated. Indeed, there are entire bars of attorneys who make their living by reading the Wall Street Journal and public securities filings of major corporations to find corporate actions and expenditures which they can challenge.
A familiarity with securities, derivative, class action and other general corporate law permits a lawyer to dot every "i" and cross every "t" to protect his or her client from anticipated litigation. Utilizing top corporate litigators on key deals should help minimize "unanticipated" litigation.
Unfortunately, many corporations do not retain or consult with corporate litigators until litigation has already been instituted. Corporate litigators are then faced with trying to "correct" the situation and argue what the company actually intended by the disputed corporate action.
The following courses are essential in preparing for a career in corporate litigation practice, and are very important for a corporate transactional practice as well:
Business Organizations
The Public Corporation
Securities Regulation
Antitrust
Federal Courts
Highly recommended courses are:
Federal Practice and Procedure
Complex Litigation or Class Actions
Employment Law
Employment Discrimination Law
Mergers and Acquisitions
Small Business Counseling
Corporate Counseling
Environmental Law
Health Law