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Course Criteria
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2.00 Credits
Description: The primary goal of this course is to provide students with an understanding of the content and format of certain basic agreements and other legal documents which lawyers frequently prepare. A second goal is to develop the processes that lawyers must follow to ensure the legal sufficiency and appropriateness of the documents that they prepare. And a third goal is to demonstrate that lawyers must understand and appreciate their clients' business and goals in order to provide appropriate legal representation. These goals are accomplished through the use of a hypothetical leveraged buyout ("LBO"). As we work through the LBO, we will discuss: (1) the different ways in which purchase/sale transactions may be structured; (2) the different sources of funding and the relationships between banks and the companies to which they lend money; (3) the typical content, structure, and format of purchase agreements, loan agreements and related financing documents, letters of intent and commitment letters, guarantees, and opinions of counsel; and (4) the underlying business and legal reasons for the inclusions of particular clauses in these documents. The major effort of students in this course is the drafting of legal documents. Each student's work product is critiqued by the instructor. A detailed syllabus may be accessed from the course web page the URL for which is: http://vls.law.villanova.edu/prof/cohe n/web/DocComTrans/ or click here 2.00credit(s) Restrictions: Must be enrolled in one of the following Levels: Law School Prerequisites:
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2.00 Credits
Description: This course has several objectives. One is to familiarize the student with the form and content of legal instruments used in various types of international commercial transactions, such as agreements for the sale of goods, agency and distribution agreements, technology licenses and joint ventures. A second is to develop drafting skills, by undertaking drafting projects, with respect to those provisions common to international commercial instruments, such as clauses regarding choice of law, choice of forum, consent to jurisdiction, arbitration, currency fluctuations and various vertical marketing and licensing restraints. In addition, business issues inherent in the types of international commercial transactions considered will also be examined, in a general manner, to impress upon the students that the international business lawyer should expect to assist the client in refining the means of achieving its business goals. Counsel must have a sound understanding of the business issues involved to assure that the instruments are effective vehicles for achieving client goals. The use of back-up or alternative positions in crafting drafts of instruments to be used in negotiations will also be considered. As will the means and techniques for effective communication with the "client" (often, in fact, a group of corporate executives) and foreign counsel to assure that the resulting instruments accurately reflect the carefully thought out goals of the client. Course materials will consist of sample forms of international commercial instruments dealt with in the course, plus relevant articles and commentaries distributed by the instructor. 2.00credit(s) Restrictions: Must be enrolled in one of the following Levels: Law School
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3.00 Credits
Description: PREREQUISITES: Wealth Tax (7047) and Decedents Estates & Trusts (7086) 3L ONLY Course This course deals with testamentary dispositive planning for married couples and unmarried individuals. Lifetime dispositive planning includes consideration of a minor's trust, an insurance trust, and a charitable trust. Tax planning for distributions from qualified deferred compensation plans is also covered. This course is designed to meet the requirements of a skills course so that written exercises (including drafting exercises) must be completed during the term. 3.00credit(s) Restrictions: Must be enrolled in one of the following Levels: Law School Prerequisites:
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3.00 Credits
Description: Administrative agencies serve a vital role in our government. Agencies establish legislative policy by interpreting statutes and promulgating rules which have the force and effect of law. To promulgate these rules, agencies are required to follow the specific procedures of the Administrative Procedure Act. The purpose of this course is to familiarize students with these regulatory procedures and to introduce the role of the policy attorney in the administrative rulemaking scheme. Policy attorneys may work directly for a government agency or may work at a private sector firm representing clients such as businesses, trade associations and interest groups. These attorneys must develop a thorough understanding of agency regulations and constantly monitor proposed rules on behalf of their client. The attorney's responsibility is to inform the client of how a proposed rule, if enacted, will affect the client's interests. Additionally, policy attorneys often draft and submit comments to administrative agencies to persuade these agencies to act in their client's best interest. Students will develop an understanding of the Administrative Procedure Act, the Code of Federal Regulations, and the Federal Register. Students will learn how to research and monitor agency rules and will be expected to focus on a pending rule over the course of the semester. Practical coursework includes: drafting memoranda explaining the background and status of their chosen rule, attending a public hearing, and presenting the testimonies given at that hearing to the class. The principal writing assignment for the semester will be to develop a position on the proposed rule and to draft and submit a persuasive comment presenting that position to the appropriate agency. 3.00credit(s) Restrictions: Must be enrolled in one of the following Levels: Law School
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3.00 Credits
Description: Student taking this course may NOT also take Business Arbitration (7055). International commercial arbitration refers to the arbitration of disputes between private parties of different nationalities which arise out of their business relations and have a multinational subject matter. Arbitration as a mechanism for settling disputes between transnational contracting parties has enjoyed tremendous growth in recent years. Indeed, today it is almost standard practice to include an arbitration clause in international contracts. And as the number of contracts calling for arbitration has increased, so too has the number of cases submitted for arbitration and the demand for arbitration services. It is therefore essential that lawyers with sophisticated business practices be able to advise clients concerning the use of arbitration as a method for resolving disputes between transnational contracting parties and possess the skills to represent their clients in such an arbitration. The course in international commercial arbitration will provide an overview of how international arbitration works, focusing on a lawyer's role in counseling clients on the pros and cons of arbitration, negotiating and preparing arbitration agreements, representing clients before an arbitral tribunal, and enforcing an arbitral award. The major portion of the course will be devoted to exposing students to the experiences that a lawyer practicing in the area of international commercial arbitration is likely to encounter. This will be accomplished primarily through drafting exercises, simulated client counseling and negotiation sessions, and mock hearings. 3.00credit(s) Restrictions: Must be enrolled in one of the following Levels: Law School
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3.00 Credits
Description: PREREQUISITE: Modern Land Transactions (7087) This course is an advanced real estate course that is conducted by having the participants prepare documents for residential and commercial real estate transactions. Five or six drafting exercises will be completed by the entire class. Typical exercises involve a purchase contract, office building lease, partnership agreement, loan guaranty, and power of attorney. In addition, each student or groups of two students prepare a more complex document. For example, last year students prepared condominium and subdivision declarations, a limited partnership agreement, a contract for the construction of a major building, and a construction loan agreement. 2.00credit(s) Restrictions: Must be enrolled in one of the following Levels: Law School Prerequisites:
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3.00 Credits
Description: This 3-credit course satisfies the Law School's Practical Writing Requirement and focuses on the lawyers' role in representing a business with an internet or e-commerce component. The course follows the "life cycle" of a simulated business from its beginnings to its end. Students will follow the starry-eyed founders as they (1) develop and articulate their dream by preparing a business plan, (2) build their team of employees, (3) develop the supply chain for the goods which the business intends to sell online and through bricks and mortar outlets such as department stores, (4) arrange for the necessary components of the company's web site such as storefronts, checkouts, payment arrangements, and an appropriately designed set of web pages, (5) establish a workable internet presence by contracting with a web hosting company or an ISP, (6) grow the business and enhance its revenue stream by placing ads and links on its web pages, (7) develop the capacity to ensure the privacy and security of the company's site and data, (8) obtain the necessary funding from friends and family sources, angel and seed financiers, later stage VCs, and private equity financiers, (9) cash out through an IPO or profitable sale, and (10) experience the bursting of their bubble and realize that all that may be possible is for them to salvage some of the company's value by liquidating or reorganizing into a smaller version of their original dream. Actual e-business entrepreneurs, managers, and consultants will be guest participants in the course. These persons will provide the class with some of the business and technological information that lawyers need in order to appropriately represent their internet clients. In addition, actual lawyers will participate to aid the class in understanding the nexus between legal issues and business realities. The primary responsibility of students in this course is to draft the kinds of documents that business lawyers are likely to be called upon to prepare. These documents may include: agreements among the founders of a business, such as shareholders' agreement; employment contracts between a company and key employees containing compensation schemes, confidentiality provisions, and restrictive covenants; hosting agreements relating to internet connectivity; contracts with third party suppliers of the goods that the business will be selling to its customers; contracts relating to the integration of storefronts and payment systems on the web site of an e-business; agreements relating to the placement of banner ads and links on an e-business's web pages, and the related compensation arrangements; contracts with web page design firms; partnering arrangements; term sheets with VC firms; portions of the preferred stock provisions that are typically part of pre-IPO financing arrangements; portions of a merger agreement that would relate to the ability of the founders or VCs to "cash out", including lockups or contingent compensation provisions; and rescission provisions which may be required of pre-reorganization equity holders as a condition of a "bail out." Note that the Syllabus for each course offered over the past few years contains the actual assignments required for that semester. These courses are on the web and may be accessed from the following URL: http://vls.law.villanova.ed u/prof/cohen/web/Ecommerce/Index.html or click here Some of the drafting assignments may be done in a simulated role playing/adversarial/negotiating setting; others may be done in a non-adversarial group setting; and still others may be prepared in an entirely individual setting. In addition, one or more drafting assignments may be done as part of a collaborative project with MBA students from Villanova or other universities. (Over the past few years, we have worked with MBA students from McGill University, Penn State, and Villanova.) This course meets twice each week: a one-hour session to provide foundation-level informa
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2.00 Credits
Description: This course surveys legal and ethical areas relevant to the practice of law as in-house corporate counsel to a public company. The course examines the ethical obligations and individual rights and liabilities of in-house counsel, including the rules governing an attorney's response to potential misconduct involving an organizational client. The course also focuses on protecting confidential legal communications in the corporate setting; advising the board of directors on corporate governance, fiduciary duties and liability; managing securities law compliance; implementing corporate compliance programs; conducting internal investigations; and responding to government investigations of the corporation. Through oral and written exercises throughout the semester, students will perform assignments typical of those requested of in-house corporate counsel. These assignments may involve responding to client requests for legal advice, commenting on draft business materials, preparing corporate policy statements, drafting contractual documents and advising employees in connection with an internal or regulatory investigation. 2.00credit(s) Restrictions: Must be enrolled in one of the following Levels: Law School
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3.00 Credits
Description: PREREQUISITE: INTELLECTUAL PROPERTY (7048) 3L ONLY CLASS This course will provide students with a strong background in the practical application of trademark law. Building upon the foundation of the basic intellectual property course and/or the intellectual property in cyberspace course, this class will expose students to the practical application of trademark law and related intellectual property issues. Students will learn how the principles learned in the introductory courses are applied in the relevant practice area. Students will learn about and then draft examples of the types of documents actually submitted to the U.S. Patent and Trademark Office, and the corresponding international bodies for securing protection of intellectual property assets for clients, and will study the various administrative proceedings for enforcing intellectual property rights, with a particular focus on administrative proceedings used to recover intellectual property that is misappropriated in electronic media such as the Internet. Additionally, students will have the opportunity to learn about the complexities of practicing intellectual property law by drafting some of the more typical documents prepared on a daily basis by intellectual property attorneys. Students will be graded based upon a series of drafting assignments and their class participation. The course does not have a final exam. Feedback will be provided throughout the semester from the instructor and through self-editing and peer-editing exercises. 2.00credit(s) Restrictions: Must be enrolled in one of the following Levels: Law School
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2.00 Credits
Description: PRE/COREQUISITE: Intellectual Property (7048) Strongly Recommended: Patent Law (7042) This advanced practical writing class gives students an in- depth understanding of practicing before the U.S. Patent and Trademark Office in connection with securing patent rights on behalf of inventors or their employers. This practice involves a form of legal writing that has come into increasing demand as the number of patent applications filed continues to rise. The class will take students through the administrative process as they draft patent claims (defining the inventor's rights) a patent application, a response to an administrative rejection of the drafted claims and an administrative appellate brief or a response to the administrative rejection with modified claims and Affidavit. This class is strongly recommended for students interested in taking the Patent Bar examination or for students interested in patent litigation. Intellectual Property is required. Students taking Intellectual Property may take this class concurrently. 2.00credit(s) Restrictions: Must be enrolled in one of the following Levels: Law School
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