This page contains descriptions of the courses I teach and links to related materials and CALI lessons. My policies regarding class participation, examinations, and paper supervision are explained in the page "For Students."
Corporate Reorganizations in Bankruptcy
Reorgs and M&A tie as my most popular classes in student evaluations, even though neither is particularly well attended. As far as Bankruptcy is concerned, while the topic may seem a little arcane, the reality is the opposite. Bankruptcy law is an extraordinary selection of topics that require significant exercise of equitable powers by the court. Attempting to determine how the courts should exercise their discretion involves a fascinating adventure in economic incentives, and psychological and cognitive theory. We spend time reading and discussing academic articles on the design of our bankruptcy legal system. A past semester's syllabus is here. Yahoo has a fairly good glossary of financial terms here.
Closely Held Business Associations
Business Associations is the foundational course of a business-oriented curriculum. It is worth noting that it used to be a required course. My course spends a significant amount of time on agency and on closely held corporations. We only get going on publicly traded corporations during the last third of the semester. The economic justifications behind the various rules and alternative choices of the legal system are closely examined. The underlying topic is how corporate law influences the cost of capital and the capacity for economic growth and innovation. A past semester's syllabus is here. Some sample questions are here. Yahoo has a fairly good glossary of financial terms here. For those of you looking for a refresher on the Coase irrelevance theorem, I wrote a CALI lesson for PCs (you can find it at CALI.org and it should also be on the CD you got from the school at registration). I have also written a CALI lesson on valuation. The CALI lesson on corporate distributions that I adapted is here.
As I have published extensively in Securities Law, this is the course about which I feel most proprietary. We spend a lot of time on securities fraud. The economic foundation of a different legal response to misrepresentations about securities and non-securities is the underlying motivating force for the course. By the end of the semester the students are familiar with the differences of the pricing mechanism of the securities markets from the process by which prices are assigned in markets for non-financial goods. Yahoo has a fairly good glossary of financial terms here. Student comments from the evaluations of my Spring 2001 class are here.
Related links: Full text of Securities Laws, from UCinci's Ctr for Corp L; EDGAR, database of corporate SEC filings; Stanford's Class Action Clearinghouse; The NYSE-Euronext 2012 Annual Report (10K) as a sample (download and open it in acrobat to see the bookmarks that I have created and, I hope, help understand its structure).
Mergers & Acquisitions (Corporate Finance)
About a third of the semester is spent on financial valuation methods, before we switch to the law of merger and acquisitions. We use Excel extensively in the first part of the course (here is a past one, here is the Midterm, and here is the Mathematica notebook on options; the free Mathreader is here; see also the Rotating Option Decay or the Rotating Option Valuation Wedge). We'll develop complex probabilistic models of coin-tossing outcomes, options, and hedging strategies. Then we switch to the problems of regulating the drive to merge. We try to look though biases of the tax system, accounting mirages, and the Delphic pronouncements of the Delaware Supreme Court. The result of our trip through the regulatory maze is to confront the problem of the price of economic growth in terms of aggravated disparities in wealth and job dislocation. Yahoo has a fairly good glossary of financial terms here. Student comments from the evaluations of my Spring 2001 class are here. My CALI lesson on the Capital Asset Pricing Model is here.
Bankruptcy Externship at the US Trustee's Office
The students must maintain a journal of the events and submit an end-of-semester memorandum. Students receive exposure to consumer bankruptcy and corporate reorganization law. Students conduct legal research, assist with drafting motions, objections, and other pleadings as well as participate in consumer cases and debtor/creditor conferences. Students have the opportunity to interact with bankruptcy judges, panel and standing trustees, and practitioners.
The Capital Asset Pricing Model (2002) CALI lesson, available at CALI.
The Coase Irrelevance 'Theorem' (2001) CALI lesson, available for download at CALI's site (under the category Legal Concepts and Skills) or on the CD it distributes to the students of member schools.
Basic Valuation, available at CALI.
Cornell's Legal Information Institute (full text of most legal sources)
FindLaw (guides to all things legal)