Program of Study in Business Law

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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.

Business Law 2016 Advising Session Recording

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
    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)

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Affiliated Faculty

  • Joanne Clifford
    Director, Intellectual Property and Entrepreneurship Clinic
  • Bruce Huber
    Associate Professor of Law
    Robert & Marion Short Scholar
  • Mark McKenna
    Associate Dean for Faculty Research and Development
    Professor of Law
    Notre Dame Presidential Fellow

Foundational Business Courses

  • Note: For planning purposes, it is noted after the name of a course if that course if 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.

A few courses that teach analytical skills and methodologies could be taken concurrently with, or even before, the foundational courses. These include Accounting for Lawyers (usually offered each Fall term) and Business Basics for Attorneys (usually offered each Spring term). (Students who have majored, minored, or earned advanced degrees in business, including accounting, finance, management, and marketing, or economics must obtain the permission of the instructor to enroll in the Business Basics for Attorneys course.) The basic first-year curriculum (including contracts and torts) also helps prepare students for the business law program.

The most fundamental course in the business law curriculum is Business Associations (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 (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.

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 Fall term but will be offered instead in the Spring term during 2017/18) is an advanced course that focuses heavily on transactional aspects of corporate law. Antitrust Law (usually offered Fall term) addresses the federal laws governing anti-competitive behavior. Finally, Corporate Finance 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, usually offered Fall term, which analyzes the complicated national and international legal framework governing trade relations.

There are currently four seminars offered in the area of corporate law. Advanced Topics in Corporate Law focuses largely on contemporary as well as perennial issues in corporate governance. Corporate Compliance and Ethics addresses the growing area of compliance and risk management at businesses. Corporate Governance: Economic Analysis examines some of the most important and timely policy issues concerning the functioning of corporations generally and the means for obtaining their efficient management more specifically. Law and Economics (usually offered Fall term) provides an introduction to the economic analysis of law a forum for investigating ongoing research in law and economics.

In terms of experiential and skills courses, 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 (offered at least once per academic year) provides students with an opportunity to learn and apply negotiation theory, strategies, and tactics. Finally, the skills courses Contract Drafting and Transactional Law Intensive (offered both terms) train students in how to draft basis contracts and how to carry out a business transaction, respectively.

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.

Students interested in hands-on learning should explore the Tax Clinic (offered both terms). The Clinic is a federally funded clinic that represents clients in Internal Revenue Service controversies.

In addition, students who want to obtain a more in-depth knowledge of business tax issues should consider taking Corporate Taxation, Partnership Taxation, 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.

Three courses deal with specific areas of the Uniform Commercial Code. Commercial Law – Sales (offered once per academic year) covers Article 2, dealing with sales contracts. Payment Systems (offered once per academic year) covers Articles 3 through 5, focusing primarily on the law of negotiable instruments. Secured Transactions (offered once per academic year) 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 Bankruptcy (offered once per academic year) focuses on business reorganizations under Chapter 11 of the Bankruptcy Code.

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

Business Law-Related Litigation Courses

Students interested in business or commercial litigation should consider taking Evidence as their first-year elective. In an ideal sequencing, during their second year such students would take Business Associations, Federal Income Taxation, Deposition Skills, Intensive Trial Advocacy, Accounting for Lawyers (if necessary and they are eligible; usually offered each Fall term), 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 an externship, such as Economic Justice Clinic, Tax Clinic, Mediation Clinic, Community Development Clinic, Intellectual Property and Entrepreneurship Clinic, National Immigration Justice Center Externship, Public Defender Externship, 7th Circuit Practice Externship, or Corporate Counsel Externship. Recommended electives for the third year include Courtroom Evidence, Expert Witnesses, and Federal Courts (all three usually offered each Fall term), as well as Complex Civil Litigation (usually offered every other Spring term).

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 (usually offered Fall term), Payment Systems (usually offered Spring term), or Sales (usually offered Spring term)); Business Torts (usually offered Fall term), Securities Regulation (offered Spring term), Remedies (typically offered Spring term), Legal Interviewing & Counseling (usually Fall term), and Employment Discrimination Law (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.

  • Banking Law and Financial Institutions
  • Law and the Entrepreneur
  • Mutual Fund Regulation
  • Not-for-Profit Organizations
  • Real Estate Transactions (usually offered Spring term)

Directed Readings

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.

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.

  • Advanced Topics in Workplace Law
  • Business Torts
  • Commercial Real Estate Finance
  • Complex Civil Litigation
  • Economic Justice Clinic
  • Employee Benefits Law
  • Employment Discrimination Law
  • Foreign Corrupt Practices Act.
  • International and Comparative Labor Law
  • Labor and Employment Law
  • Transnational Corporations and Human Rights
  • Trusts and Estates

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

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