Foundational Courses in Business Law
Corporations, taken by many students whether interested in pursuing a career in business law or not, is the base on which all advanced corporate and related courses build, and is a prerequisite or recommended course in related areas (such as Taxation of Business Corporations).
Corporations is taught by Professors Clark, Coates, Jesse Fried, Hanson, Kraakman, Ramseyer, Spamann and Subramanian in different years. Content, focus, and approach may vary significantly from professor to professor and over time. Students should read the course descriptions before choosing which Corporations class to take.
Likewise, all students interested in business law (and in most other legal careers) should take Taxation, another course taken by many HLS students. Taxation permeates nearly all areas of law practice (including litigation, family law, and nonprofit advising), so tax literacy is a minimal, but significant, requirement. Taxation is taught by Professors Halperin, Kaplow, Shay, and Warren in different years, as well as by visitors with a variety of backgrounds. The content, focus, and approach of these courses are fairly similar.
For students with no intention of becoming “corporate lawyers” or even general business lawyers, Corporations and Taxation provide an understanding of the legal regimen under which most business is conducted in the U.S., the rules that determine when corporations and corporate officials may be held liable, the ways in which corporations are likely to respond to regulation or litigation, and how various corporate activities are taxed (although the latter requires more advanced study as well). Such an understanding is valuable for litigators, government officials, prosecutors, criminal defense lawyers, and legal services attorneys, not to mention investment bankers, business consultants and entrepreneurs. Additionally, non-profits (such as Harvard University) are organized as “corporations.”
Students who have no background in accounting and contemplate a career in corporate law should take Introduction to Accounting and Corporate Financial Reports and should also consider taking Financial Statement Analysis and Valuation. We would also recommend Business Strategy for Lawyers, which presents the fundamentals of corporate and competitive strategy and through both traditional lectures and business-school case discussions. Topics include competitive advantage, industry analysis, strategic positioning, incentives, corporate control, firm scope, network externalities, and innovation. The School also offers a module course, Quick Look at Corporate Finance Topics, designed for students with no background in corporate finance.
Business law practice varies substantially, even for “corporate lawyers,” and because practice is increasingly both specialized and changeable, it is difficult to give strong guidance about what courses to take beyond the basics. Students should know that many large law firms expect attorneys to spend almost all their time on corporate transactional work (this is what “corporate lawyer” means to most practitioners). Some firms specialize in deals involving large public companies, often heavily regulated by industry and always subject to extensive federal securities regulation. For this reason, Securities Regulation is often a useful course for students to take. Other firms primarily represent private or family-owned corporations, for which tax or estate planning often takes precedence over securities law. Corporations themselves offer full time, in-house legal practice involving transactional work and a variety of more general “corporate” legal questions, ranging from employment and labor law to intellectual property law to commercial law.
Students often will not know which type of practice they will end up pursuing. Students thinking of Wall Street law firms or investment banks may want more exposure to corporate finance, securities, and international issues. Students thinking of a law firm in a large or mid-sized regional city, or an eventual move “in-house,” may want more exposure to courses relevant to employment disputes, lending relationships, and real estate transactions. As noted, general tools like accounting, business planning, contract negotiation, valuation and basic statistics may benefit lawyers in a wide range of practice areas. The Analytical Methods course is an effective way for students to begin to build these skills.
HLS offers a variety of business law and related courses, and students should remain flexible to take advantage of special courses offered by visiting professors or in the Winter Term. Consultation with professors teaching in the field should be helpful in making course selections.
Intermediate Corporate Law Courses
Two important intermediate courses that build on Corporations are Securities Regulation and Corporate Finance.
Securities Regulation covers the federal laws and regulations governing the public offering, sale and trading of stocks and other types of securities, and thus is the primary course focusing on initial public offerings (IPOs) and the process of “going public.” The approach is primarily statutory and regulatory, covering the Securities Act of 1933, important elements of the Securities Exchange Act of 1934, and an overview of the work of the SEC.
Corporate Finance provides a theory- and policy-oriented approach to important, advanced topics affecting corporations, including valuation (discounting, net present value, uncertainty), debtholders’ rights (protective covenants, debt/equity conflicts), reorganization and bankruptcy, and hostile takeovers. It examines advanced topics in corporate law from a perspective informed by economics and finance. The two principal areas of law covered in the course are (1) relations between corporate debtholders and equity holders, both in the solvent firm and in bankruptcy, and (2) mergers and acquisitions. Both topics are addressed in some depth, although not with as much attention as they would receive in entire courses devoted to corporate reorganizations or mergers and acquisitions. In addition, corporate finance provides a brief introduction to financial economics, including discounting, analysis of risk, pricing models, and market efficiency. This course is not a substitute for financial economics as this would be taught at the MIT Sloan or Harvard Kennedy School, however.
In addition, there are a number of courses that might be of interest to those studying business law offered throughout Harvard University. The Business School, for example, regularly offers courses on valuation and finance theory.
Advanced Corporate Law Courses
Each of the following courses covers advanced areas of corporate law practice in more detail, using a variety of methodological approaches. Not all courses listed below are offered each year.
Mergers and Acquisitions taught in different years (and under slightly different titles) by Professors Clark, Coates, and Subramanian, covers corporate and securities law issues relevant to mergers and acquisitions of large public companies, including the Williams Act, proxy rules, state case law, and important forms of private ordering (such as poison pills, lockups, and earnouts). It also touches on basics of accounting, tax, and antitrust relevant to a lawyer working on such transactions. The approach is practical rather than theoretical, and the focus is on law, not finance. In addition, Negotiation Advanced: Deals, offered by Professor Subramanian jointly between HLS and HBS, focuses on the negotiation of corporate deals generally. Venture Law and Finance, taught by Professor Jesse Fried, deals with financial contracting, governance, and fiduciary-duty litigation in startups backed by venture capitalists. Antitrust Law is another valuable course in this area.
Corporate Theory, offered occasionally by Professor Kraakman and Professor Elhauge, Corporate Control, offered occasionally by Professor Coates, and Corporate and Capital Markets Law and Policy, offered by Professor Bebchuk, are similar discussion/reading seminars that focus on advanced, current or ongoing research on corporate legal issues. Topics vary from year to year but have included policy analysis of takeover law, limited liability, ownership and financial structure.
Corporate Governance of the Public Firm, offered in some years by Professor Roe, focuses on current academic thinking about corporate governance and ownership, divided among various topics.
Regulation of Financial Institutions covers broker-dealer regulation, insurance regulation and banking regulation.
Regulation of Financial Markets, offered in some years by Professors Jackson and Scott, covers the stock and commodities exchanges and the government agencies charged with regulating them. Corporate Finance should be taken prior to this seminar.
Advanced Taxation Courses
Taxation of Business Corporations is the advanced tax course taken most often by those who go beyond the basic Taxation course, which is a prerequisite. Corporations is strongly recommended as a preparation. The course covers the federal income tax issues involved in the organization, operation, and restructuring of U.S. businesses, whether structured as corporations, partnerships, or limited liability entities. Additionally, with the increasingly multinational nature of business activities, International Tax has become ever more valuable.
For those interested in being tax lawyers per se, you should certainly take every tax course offered (or nearly so), including Trusts and Estates. In addition, most tax practice is in connection with other activity, so it is important to take other courses such as Corporations and some more advanced offerings as well as courses in other areas ranging from pensions and family law to Law of Nonprofit Organizations.
Bankruptcy and Commercial Law Courses
Much business law practice, whether centered on corporations or real estate deals, is greatly concerned with financing. Accordingly, it is helpful to know the law pertaining to creditor-debtor relationships, both in the ordinary course of business (Commercial Law: Secured Transactions, taught by Professor Kaufman) and in the event of business distress (Bankruptcy; Corporate Reorganizations).
International/Comparative Law Courses
In addition to the basic and core U.S.-centered courses described above, HLS offers several courses on advanced corporate law topics with an international or comparative dimension.
International Finance examines policies and regulation affecting cross-border banking and securities transactions in three major markets, the United States, the European Union and Japan.
International Trade Law examines explores the fundamental principles of international trade rules, the relationship between trade and environmental concerns, and domestic remedies to international trade violations.
International Antitrust Law explores competition policy outside the U.S.
HLS offers a number of research, writing and discussion seminars on a variety of corporate law and related topics. Here is a sampling of the seminars and reading groups most directly related to corporate law: Capital Markets Regulation Reading Group; Comparative Corporate Governance; Corporate Governance Reading Group; Current Issues in Executive Compensation and Corporate Governance Seminar; Current Topics in Financial Regulation Seminar; Dispute Systems Design Seminar; International Finance Seminar; Law and Economics Seminar; Laws, Markets and Religions Seminar; Seminar on the Law and Finance of Start-up Companies; and Tax Policy Seminar.
Note that not all seminars and reading groups listed are offered every year.
Business and Non-Profit Clinic
The Transactional Law Clinic engages students in a wide range of transactional legal work including entity formations, contract drafting, sales and acquisitions, licensing, corporate governance, intellectual property matters, and many other kinds of hands-on practice-based legal experiences. Students are immersed in an applied learning context, counseling and representing transactional clients under the supervision of an experienced practitioner. Enrollment in the clinic is through the Clinical Program.
HLS Business Skills/Concepts Courses
Business Strategy for Lawyers (Spier)