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Course Criteria
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3.00 Credits
Description: LLM Course For Students in Joint JD/LLM Program Prerequisites: Taxation of Real Estate Transactions, Partnership Taxation Effect of income taxes on developing and operating real estate, various entities for the ownership and development of real estate, syndications, problems of the developer, financing techniques, pre-opening expenditures, avoiding dealer status, avoiding tax on disposition, the rehabilitation credit, charitable easements, developing low income housing, condominiums and time share projects (including impact of at-risk, passive loss limitations and the pass-through of credits). 2.00credit(s) Restrictions: Must be enrolled in one of the following Levels: Law School
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2.00 Credits
Description: Grad Tax Class for JD/LLM Students. 2.00credit(s)
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2.00 Credits
Description: 2.00credit(s)
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2.00 Credits
Description: Grad Tax Class for JD/LLM Students. 2.00credit(s)
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2.00 Credits
Description: Grad Tax Class for JD/LLM Students. 2.00credit(s)
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2.00 Credits
Description: LLM Course For Students in Joint JD/LLM Program This course will focus on emerging legal issues relating to electronic commerce, with emphasis on commercial transactions using web sites. It will discuss web site formation and domain name registration, electronic contracting issues, electronic payment and taxation, advertising, and various implications of engaging in electronic commerce, including privacy and liability issues. 2.00credit(s) Restrictions: Must be enrolled in one of the following Levels: Law School
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3.00 Credits
Description: PREREQUISITE: Business Organizations (7110) 3L ONLY Course Students must arrange to talk with the professor prior to registering for this class This course focuses on the lawyer's task of accurately reflecting the client's agreement in a written form. The course commences with a brief overview of some of the legal and economic factors applicable to acquisition transactions. Students are divided into teams representing hypothetical business corporations. Each member of the team is assigned the role of a specific corporate officer. Through discussion, each team determines appropriate goals and strategies pertaining to the purchase or sale of a corporate of a corporate subsidiary. Teams then negotiate against one another concerning the purchase or sale of the relevant subsidiary. Once an agreement is reached, each team is transformed into the law firm that represents the corporation whose interests the students previously advanced. The focus of the course is on the "process" that lawyers follow in creating the agreements and documents that are necessary to accomplish the client's intent. The students' major effort during the course is in drafting, editing, and redrafting these agreements and documents. Each draft is critically reviewed by the instructor or by an attorney specializing in business acquisitions. The linked interplay between each draft and follow-up critique-session ensures that students obtain an understanding of (1) the relationship among the different parts of an agreement (2) the purposes which each part serves within an agreement, and (3) the critical need for attorneys to be certain that the completed agreement accurately reflects and advances the client's desired ends. Although a business acquisition is used to accomplish the indicated purposes, the course emphasis on the process and not on the particular tax, labor, anti-trust or other specific legal rules that might be relevant to a particular acquisition transaction. Accordingly, even though the Business Organizations course is a prerequisite, it is not necessary that students have a background in accounting, finance, tax, or business. Note that the role playing aspect of this course requires that roles are assigned, teams organized, and the course materials read prior to the beginning of the semester. A detailed syllabus may be accessed from the course web page the URL for which is: http://vls.law.villanova.edu/prof /cohen/web/BusinessAcquisitions/Index.htm or click here 3.00credit(s) Restrictions: Must be enrolled in one of the following Levels: Law School Prerequisites: Levels
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3.00 Credits
Description: PREREQUISITES: Intro to Federal Taxation (7034) and Business Organizations (7110) This course addresses three simple planning problems that a small business might encounter as it grows. The first problem focuses on a going business that is organized as a single-member LLC and that seeks to incorporate in connection with the advent of two new investors. One of the new investors -- who has little or no cash -- will contribute intellectual property and know-how and will serve as an employee in exchange for an ownership interest. The other new investor is a small venture capital firm that has agreed to lend a substantial sum to the company. The VC firm also wants a significant control rights and substantial equity participation. The existing owner will contribute the assets and liabilities of the existing business and wants to retain ultimate control of the business. The second and third problems involve the reorganization of the business so as to facilitate the retirement of the original owner and assumption of control by the employee-stockholder, and the redemption of the original owner s equity interest in the business by means of a repurchase over time. Each of the problems raises issues relating to accounting, valuation, financial structure, control, and tax treatment. The course differs from most law school courses in that the focus is on planning rather than dispute resolution. Students must draw on their knowledge of business organizations and tax law to develop a comprehensive plan that will achieve the goals of the client. Rather than focusing on cases, course materials consist primarily of statutes and various secondary sources including forms for such documents as term sheets, articles of incorporation, bylaws, stockholder agreements (including buy-sell agreements), employment agreements, attorney- client letters, closing opinions, and so forth. The course emphasizes the planning and counseling function of the lawyer and the peculiar ethical issues that airse in that context. There will be a series of brief writing assignments during the semester and a somewhat more substantial assignment that will serve as a take-home examination.This class satisfies the practical writing requirement. To enroll students must have completed both Business Organizations and Introduction to Federal Taxation. 3.00credit(s) Restrictions: Must be enrolled in one of the following Levels: Law School Prerequisites:
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2.00 Credits
Description: Course to develop practical and analytical skills in the pretrial stages of civil litigation. The pretrial litigation process will be followed from fact investigation through pleading, discovery, motions, pretrial orders and settlement. Using a varied case file, students represent parties to litigation and will prepare appropriate documents. Documents will be reviewed extensively from drafting, substantive, and functional points of view. 2.00credit(s) Restrictions: Must be enrolled in one of the following Levels: Law School
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2.00 Credits
Description: 3L ONLY Course This course is designed to provide a bridge between a theoretical course in Contracts and the practical aspects of contract drafting and negotiation. The course provides students with an insider's view of the day-to-day activities of lawyers who draft, criticize and negotiate contracts on behalf of their business principals. The primary goal of the course is to provide students with the tools to draft and negotiate agreements effectively in the modern business law office. Accordingly, instructors provide students an overview of the mechanics of drafting various types of both individual provisions and the overall agreements. Generally, all of the agreements are business documents. Instructors focus on practical objectives, drafting customs, negotiating points and legal essentials. The students then are given concentrated instruction in the substantive law relating to several types of agreements and business transactions ranging from business acquisitions to employment agreements to non-disclosure agreements. Subjects are occasionally added during the term if a new transaction of educational value to the class presents itself in the instructor's actual legal practice. Students will be asked to draft agreements, ranging from interpretation of poorly drafted originals to complex contracts. Each student's work will be individually reviewed and marked up during the course. For each type of transaction, the substantive law is brought to bear on practical, real-life drafting experiences. The contract-drafting process will be viewed through the prism of a modern law practice: meeting the expectations of clients and legal employers, developing individual styles and areas of expertise, and ethical considerations. 2.00credit(s) Restrictions: Must be enrolled in one of the following Levels: Law School
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