Business Law

Business Law is an intellectually challenging study of the constantly changing legal puzzles that face businesses of all sizes and types. The Program of Study in Business Law prepares law students for a variety of practice areas, including business transactions, commercial litigation, tax, nonprofit law, and more. Students who pursue this program are encouraged to take a wide variety of courses in various areas of substantive business law as well as courses that emphasize analytical skills and methodology.

Generally, business attorneys tend to be focused on either litigation or transactions. Since many law school courses prepare students for litigation practice, the Program of Study in Business Law places a special although not exclusive emphasis on transactional practice: that is, helping clients achieve their desired business goals in a way that is both legally efficient and minimizes the risks of litigation.

The program has three major areas of focus: corporate law, dealing with private ordering and the organization and management of business and nonprofit organizations; tax law, dealing with government taxation of business and transactions; and commercial law, dealing with the world of commerce among businesses and financing of business. However, there are many other substantive areas of law that are also covered by the curriculum.

Please explore the sections below:

For planning purposes, it is noted after the name of a course if that course is usually offered in a specific term or at least once per academic year, but please note that the timing of course offerings is always subject to change. Those courses without a notation are offered less frequently, although usually at least once every two years. Descriptions of the courses can be found in the Course Catalog.

Foundational Business Courses

The most fundamental course in the business law curriculum is Business Associations (usually offered both terms). For many students, it is the first introduction to business matters, and it is taught from this perspective. The course introduces students to the various forms of business organization as well as some of the most basic business concepts. The other foundational course is Federal Income Taxation (usually offered both terms). The course introduces students to basic tax concepts that are important for both business and personal tax planning.

Once a student has taken the foundational courses, he or she is ready for any other advanced course. It is therefore recommended that students take these two foundational courses as early into their law school careers as possible.

Students interested in business law should also consider taking Accounting for Lawyers (usually offered each Fall term), which could be taken concurrently with, or even before, the foundational courses. The basic first-year curriculum (including contracts, property, and torts) also helps prepare students for the business law program.

Advanced Corporate Law Courses

Business Associations deals primarily with the state law of business organization and is the foundational corporate law course. In an ideal sequencing, Securities Regulation (usually offered Spring term) would be the second course for students interested in corporate law. Securities regulation is often considered the federal corporate law, and deals with transaction planning and litigation for the many businesses subject to federal securities law.

Mergers & Acquisitions (usually offered at least once per academic year) is an advanced course that focuses heavily on transactional aspects of corporate law. Antitrust Law (usually offered once per academic year) and Global Antitrust address the laws governing anti-competitive behavior. Finally, Corporate Finance (usually offered once per academic year) examines the financial theories and related legal doctrines for publicly-held corporations.

Turning to the international aspects of business law, the primary course is International Business Transactions (usually offered Spring term) which explores the legal issues that arise when businesses engage in transactions outside of the United States. A second advanced international business law course is Law of International Trade, which analyzes the complicated national and international legal framework governing trade relations.

There are also a variety of seminars offered in the area of corporate law. These seminars include Law and Economics (usually offered at least once per academic year), which provides an introduction to the economic analysis of law and a forum for investigating ongoing research in law and economics.

In terms of experiential and skills courses, Advanced Legal Research: Corporate Law focuses on advanced legal research skills and strategies applicable to both private and public company transactions. Community Development Clinic (offered both terms) provides students with the opportunity to advise both nonprofits and small businesses with respect to governance matters and transactions. Corporate Counsel Externship (offered both terms) places students in in-house corporate counsel offices for private companies, nonprofit organizations, and governmental entities. Negotiations provides students with an opportunity to learn and apply negotiation theory, strategies, and tactics. Finally, the skills course Transactional Law Intensive (offered both terms) trains students how to carry out a business transaction.

Advanced Tax Law Courses

Federal Income Taxation introduces key income tax concepts that apply not only to individuals, who are the focus of that course, but also to businesses. After taking this foundational course, students who plan to practice in business-related areas should take Taxation of Business Enterprises (usually offered Spring term), which addresses directly the federal-income taxation of businesses. International Taxation (usually offered Spring term) is an advanced course that addresses cross-border transactions.

In addition, students who want to obtain a more in-depth knowledge of business tax issues should consider taking Taxation of Corporations and Shareholders, Partnerships and Passive Activities, and State and Local Taxation, all available from Notre Dame’s Mendoza College of Business.

Because representation of businesses often involves representation of business owners, students should also consider taking Estate and Gift Taxation. Finally, students with an interest in the policy considerations underlying tax law should consider taking the Tax Policy Seminar.

Advanced Commercial Law (and Related) Courses

While corporate law generally deals with the internal affairs of a corporation, commercial law deals with transactions among businesses, with a special emphasis on finance and debtor-creditor relations.

Two courses deal with specific areas of the Uniform Commercial Code. Commercial Law – Sales (usually offered Spring term) covers Article 2, dealing with sales contracts. Secured Transactions (usually offered Fall term) covers Article 9, dealing with security interests in property.

The law of bankruptcy deals with debtors-creditor relationships in times of distress. Bankruptcy (offered once per academic year) emphasizes individual debtors and covers the discharge of debts, while Corporate Reorganizations (offered once per academic year) focuses on business reorganizations under Chapter 11 of the Bankruptcy Code.

Finally, International Arbitration provides a comprehensive overview of international arbitration law and practice.

Business Law-Related Litigation Courses

Students interested in business or commercial litigation should begin with Evidence. In an ideal sequencing, during their second year such students would also take Business Associations, Federal Income Taxation, Deposition Skills, Trial Advocacy (Comprehensive or Intensive), and Intellectual Property Law Survey. Other recommended second-year coursework for students interested in business litigation include Moot Court-Trial and Moot Court-Appellate.

With that background, the third year offers the ideal time for a clinic or externship, such as Applied Mediation, Community Development Clinic, Eviction Clinic, Public Defender Externship, 7th Circuit Practice Externship, or Corporate Counsel Externship. Recommended electives include Applied Evidence Pretrial, Courtroom Evidence, Federal Courts, International Arbitration Advocacy,  and Transnational Civil Litigation, as well as Complex Civil LItigation.

Other recommended electives that could be taken in either year, subject to any pre- or co-requisites, include Administrative Law, a commercial law course (either Secured Transactions or Sales), Trade Secrets & Unfair Practices (usually offered Fall term), Securities Regulation (usually offered Spring term), Remedies (offered at least once per academic year), and Employment Discrimination Law (usually offered Spring term).

Other Advanced Business Courses

The following is a list of additional courses which do not fall into the above categories but which are important parts of the business law curriculum.

  • Advanced Real Estate Transactions
  • Banking Law and Financial Institutions
  • Mutual Fund Regulation
  • Not-for-Profit Organizations (and the related Not-for-Profit Organizations Practicum)
  • Private Law Theory
  • Private Law Workshop
  • Real Estate Colloquium
  • Real Estate Transactions (usually offered at least once per academic year)
  • Trade Secrets/Unfair Practices

Related Courses

The following is a list of related courses which are highly relevant to students interested in the program of study in business law.

  • Complex Civil Litigation
  • Cybersecurity and Data Protection
  • Employee Benefits Law
  • Employment Discrimination Law
  • Eviction Clinic
  • Foreign Corrupt Practices Act
  • Labor and Employment Law
  • Land Use Planning
  • Products Liability
  • Trusts and Estates

Students should also consider courses offered as part of the Program of Study in Energy and Environmental Law, as part of the Program of Study in Intellectual Property and Technology Law, and as part of the Program of Study in Real Estate Law, as many of the courses in these areas are also relevant to lawyers practicing business law.

Directed Readings

For students who want to explore a particular business-related topic in more depth, business law faculty leaders supervise directed readings in their various areas of expertise. While each faculty member determines the specific requirements for directed readings conducted under their supervision, in general such directed readings involve reading more in-depth materials than are covered in the regularly offered courses. Students typically write a legal research paper on a topic chosen in cooperation with that faculty member.

Award for Outstanding Achievement

At graduation each year, the business law core faculty select a student who has taken at least six business law courses to receive the Award for Outstanding Achievement in the Program of Study in Business Law based on their business law-related achievements.

Core Faculty

A number of Notre Dame Law School faculty teach, research, and write in the areas of corporate, tax, and commercial law. In addition, faculty throughout the University teach and research in areas that connect well with the program and whose courses are available to law students.

Roger P. Alford
Professor of Law

Sadie Blanchard
Associate Professor of Law

G. Marcus Cole
Joseph A. Matson Dean and Professor of Law

Patrick Corrigan
Associate Professor of Law

Michael Francus
Associate Professor of Law

James J. Kelly, Jr.
Clinical Professor of Law

Michael Kirsch
Professor of Law

Maria Maciá
Associate Professor of Law

Lloyd Hitoshi Mayer
Professor of Law

Paul Miller
Associate Dean for International and Graduate Programs
Professor of Law

Avishalom Tor
Professor of Law
Director, Research Program on Law and Market Behavior (ND LAMB)

Julian Velasco
Professor of Law

David Waddilove
Associate Professor of Law

Affiliated Faculty

Emily Bremer
Professor of Law

Bruce Huber
Professor of Law

Daniel B. Kelly
Professor of Law

Stephen Yelderman
Professor of Law

Back to Top

Contact

For more information about this Program of Study or the field of Business Law, please contact Professor Lloyd Hitoshi Mayer.