Business Law Courses to Consider for Spring Semester 2018

Law 972, Bilateral Investment Treaty Arbitration, Th 8:30-10:20 am

There are two kinds of international arbitration:  commercial arbitration, when companies sue each other over international transactions, and “BIT arbitration” or “investment arbitration,” when a company sues a foreign country that allegedly has taken the company’s investment.  These are typically very large cases over things like hydroelectric dams, power plants, and so on, so they generally run to billions of dollars.  Washington is often a center for these cases because one of the leading venues (ICSID) is here as part of the World Bank. This course is taught by some of the leading BIT arbitration lawyers in the world.

Two courses, with some thoughts from Professor Effross, who teaches them:

Law 625, Corporate Bankruptcy, Tues 9:30-11:20 am

Corporate bankruptcy law is one of today’s most intellectually exciting and most “portable” (among firms and states) practice areas.  It has the virtues both of specialization (as a separate and intricate legal field) and universality (in its interaction with a wide variety of other areas of law); it offers opportunities to engage not only in transactional work but also in litigation; and it enables counsel in any practice to protect a corporate client from its own potential or actual insolvency, as well to as to help all clients cope effectively with the insolvencies of their corporate trading partners.

This course examines—with the aid of actual filings in, and reporting and commentary about, the current reorganization proceedings of retailer Toys “R” Us—not only the practical/operational details of representing different parties in the reorganization process but also the ongoing policy battles over Chapter 11’s philosophy, fairness, efficiency, effectiveness, and evolution.

Law 613B, Corporate Governance, Tues 1:30-3:20

This course addresses the most dynamic and high-profile topic in business law today: the struggle of shareholders and stakeholders to participate more fully and effectively, and in a more informed and sustained manner, in directors’ and officers’ management of corporations. 

Of particular concern, as the policies of publicly-traded companies such as Facebook, Amazon, and Alphabet (Google) affect the personal lives of millions, are the activities and effectiveness of “shareholder activists,” both those seeking to optimize a company’s financial performance and those attempting to make its operations more socially-responsive and -responsible.

The course will also focus on: practical issues in the drafting of governance documents; the governance implications of the ongoing flood of sexual misconduct allegations against high-profile executives and personalities; the emergence and viability of “social enterprises,” which combine profit-making with efforts to achieve social benefits; the role of counsel in shaping corporate compliance and culture; and the ways in which executives, and their counsel, should take into account the newly-popular literature on common but often-unrecognized errors in decision-making.  [He wouldn’t say this himself, but Prof Effross is a leading expert in this field and literally wrote the book. –DVS]

Law 795DB, International Debt Workouts, M 6:00-7:50 pm

First and most importantly, students have loved this course because of the transactional experience it has given them.  It is very real-world oriented, and I have heard from several students that it is almost like having experience in a sophisticated law practice.  Many students are fans of the course for that reason alone (and don’t have a particular interest in international debt workouts).  Still, you are probably aware that international debt is tremendously important right now; “workouts” refer to restructuring the debt when the debtor is not able to pay it as originally agreed.  (“Workout” in this sense is used in the business world as the way to handle problem loans, short of bankruptcy, and this comes up a lot; many businesses, banks, and law firms have “workout departments.”  Unfortunately, that does not mean the gym!)

Law 795IV, International Investment Law Seminar, Mon 4:00-5:50 pm

The title is reasonably straightforward on this one, so I won’t go on about it.

Law 823, Mutual Fund & Investment Adviser Regulation, Thurs 6:00-7:50 pm

Many business-oriented law firms do securities regulation.  (I assume you’ve heard of that.)  Much securities regulation is under the ’33 Act and the ’34 Act (officially, the Securities Act and the Securities Exchange Act).  There is an important additional niche, particularly in Washington, New York and Boston:  so-called ’40 Act work.  The ’40 Act refers to the regulation of funds and investment advisors under the Investment Company Act of 1940.  We have returned this course to the curriculum because several students have been told by their firms that they really should take a ’40 Act course.  That’s what this is.  I am told that there are jobs in this area for students with the right qualifications.

Law 745, Pension & Employee Benefit Law, MW 2:00-3:20

From Prof Abramowitz, who teaches this course:  This course, utilizing the ERISA statute as its focus, is an excellent mosaic of trust law, corporate law, labor law, tax law, health law, financial institutions law, and administrative law. The course is taught utilizing various lenses for spotting benefits issues such as:  corporate Annual Reports, corporate financial statements, merger & acquisition agreements, collective bargaining situations, social security political debate, etc.  This course involves an area in which there are generally jobs available and we work hard to link students with the opportunities as well as our alums in the field.  No prerequisites

Law 743, Regulation of Derivatives, W 6:00-7:50 pm

This course has also been returned to the curriculum because of employer demand.  This is part of securities regulation.  The Commodity Futures Trading Commission (and to some extent, the SEC) regulates derivatives.  Derivatives were always significant but not well known; after the 2008 financial crisis, regulation of derivatives has burgeoned.  The CFTC likes to hire our students and graduates, but they really want students who have the course work in derivatives regulation.  This is the course.