Transactional Courses

REQUIRED TRANSACTIONAL COURSES

Basic Taxation Principles for Lawyers
An introduction to basic accounting and tax principles with primary emphasis on business and investment income and deductions, and acquisition and sale of assets. Students also will learn to read basic financial statements, including a balance sheet and profit and loss statement, and to calculate basic financial ratios. Additionally, tax consequences related to general litigation and divorce proceedings will be covered.

Business Organizations 1
A study of basic agency principles and the law governing the formation and operation of corporations, general and limited partnerships (including limited liability partnerships), and limited liability companies. The course requires the study of common law and the Texas Business Organizations Code.

LARC Part 5: Legal Communications
This course introduces students to the drafting and reviewing of documents in a transactional setting, including offers, contracts, engagement letters, purchase agreements, and related documents. The students learn to understand the requirements of transactional drafting and the necessary content and structure of each transactional document.

Trusts & Estates
A study of the gratuitous transfers of wealth, including wills, intestate succession, trusts and other non-testamentary transfers. The course also covers the property rights of spouses under the Texas community property system.

ELECTIVE TRANSACTIONAL COURSES

Administration of Estates
A study of the law of administration of trusts and the estates of decedents, minors and incapacitated persons. This practice skills course focuses on the procedural aspects of an estate practice.

Administration of Estates Capstone
A student works one on one with a faculty member working through a series of exercises designed to provide the student with the opportunity to develop and apply analytical and problem solving skills in connection with topics covered in Administration of Estates. This course allows the student to experience the types of problems lawyers practicing in this field handle on a routine basis. Prerequisites: Trusts & Estates and Administration of Estates

Advanced Legal Research
Instruction in a broad range of legal research materials and advanced research methods. This course is intended as a practical skills course that expands beyond the scope of LARC 2, the first-year research course. Sources covered include a number of practice materials, electronic databases, and World Wide Web resources. The course also covers several specialized areas of research, including federal tax, business and commercial law, securities law, estates and trusts, family law, intellectual property, criminal law and procedure, and foreign and international law.

Antitrust Law
A study of antitrust law and policy applied to various business settings, including contracts in restraint of trade, restrictive agreements involving price-fixing and limitations on resale, trade boycotts, product tying and exclusive dealing arrangements, trade association activities, monopolies and oligopolies, mergers of separate business entities, and price discrimination.

Bankruptcy
A study of liquidation and debt adjustment under the Bankruptcy Code, including forms of relief, eligibility for relief, commencement and administration of cases, the bankruptcy estate, powers of the trustee (including executory contracts), treatment of secured and unsecured claims, and discharge. Bankruptcy jurisdiction is also covered.

Business & State Issues in Environmental Law
A study of certain business and state issues related to Environmental Law and potential environmental liabilities. Business issues include environmental audits, reporting and disclosure, lender liability, indemnity agreements, and insurance. Many of these issues are considered in a transactional context. In addition to studying business issues, particular state issues are considered, including transfer statutes and contemporary issues in Texas.

Business Law Boot Camp
This course is an intense intersession course offered between the spring and summer quarters. The course provides a practical perspective on multiple aspects of business and its legal requirements and implications, including forming a business, commercial borrowing, raising capital, trademark and advertising issues, succession planning, selling a business, basic accounting, contract drafting, and negotiation skills. The course also includes networking events and supplemental opportunities for professional development and mentoring. Enrollment is limited, and students must apply for enrollment. Prerequisites: Business Organizations 1, Basic Taxation Principles for Lawyers.

Business Organizations 2
A study of various corporate, partnership, and LLC topics beyond the scope of Business Organizations I. Topics include mergers and acquisitions, conversions, and reorganizations; successor liability; duties and liabilities in winding up; derivative litigation; and certain issues related to publicly traded companies (such as insider trading and reporting requirements). Prerequisite: Business Organizations 1

Business Organizations: Current Topics in Mergers & Acquisitions
This is a two hour course that focuses on the legal responsibilities of a board of directors in an acquisition transaction, risks inherent in letters of intent, a very basic discussion of the tax issues relating to acquisitions and court cases interpreting some of the key provisions in acquisition agreements.

Business Planning Capstone
Students are required to play the role of lawyer in a transaction involving a business entity. The transaction forming the basis of the capstone is typically the formation, reorganization, or sale of a closely held business. The course provides students the opportunity to apply and develop analytical and drafting skills in connection with legal issues and problems that arise in the negotiation and documentation of such a transaction. Prerequisites: Business Organizations II, Business Planning & Drafting, and Securities Regulation

Business Planning and Drafting
A practice skills course centered around hypothetical business problems and transactions involving closely held businesses. The course includes analysis of, and exercises involving, choice and structure of entity, ethical concerns in representation of closely held businesses and their principals, and common issues and problems facing the closely held business. Prerequisites: Business Organizations 1

Business Succession Planning
This is an application course based upon a case study in which students work on devising and executing a succession plan for a closely held business applying state business organization and federal taxation laws. Prerequisites: Basic Taxation Principles for Lawyers, Business Organizations 1 and Trusts & Estates

Business Transactions Capstone
Students are required to play the role of lawyer for a party in a hypothetical business transaction. The course thus provides students the opportunity to apply and develop analytical and drafting skills in connection with legal issues and problems that typically arise in the negotiation and drafting involved in such a transaction. Prerequisites: Business Organizations 1, Business Planning & Drafting, Business Organizations 2, Securities Regulation

Business Transactions: Venture Capital
This course will provide an introduction to transactional practice through an examination of various legal issues and documents commonly encountered in venture capital transactions. The course will include an examination of the different potential financing options available, the deal and closing process, and the structure and terms of various venture capital documents. Assignments may include document review, drafting, and negotiation assignment. Prerequisites: Business Organizations 1 (this requirement may be waived for students with appropriate business background).

Client Counseling
Students in this course seek to develop those skills necessary to establish appropriate professional relationships with clients. Specifically, the class engages in exercises that encourage students (i) to recognize and use different questioning techniques; (ii) to develop the skills to counsel clients in a manner that encourages full client participation in decisionmaking; and (iii) to recognize and resolve potential ethical issues related to the attorney/client relationship. In-class exercises are supplemented by assigned readings.

Commercial Law: Negotiable Instruments
A study of Articles 3 and 4 of the Uniform Commercial Code involving the rights and liabilities of parties on promissory notes, checks, and drafts. Topics covered include the concept of negotiability, the process of negotiation, holders in due course, the nature of liability of parties on an instrument, the relationship between banks and customers, and wrongdoing in connection with instruments. Additional related materials include electronic fund transfers, wire transfers, and letters of credit.

Commercial Law: Secured Transactions
A study of Revised Article 9 of the Uniform Commercial Code involving consensual security interests in personal property and fixtures and the sale of accounts and chattel paper. Topics covered include creation of a security interest, types of collateral and types of security agreements, perfection, multistate transactions, priorities, and rights on default.

Construction Law
The many components and complexities of the construction industry offer an ideal setting for demonstrating how multiple areas of the law (contracts; procurement; torts, insurance, environmental concerns; dispute resolution, property (emphasis on lien law), administrative, regulatory, and labor law) interact and operate. This course will introduce students to a discipline that resembles the actual practice of law, where the practitioner is required to sort through and understand a plethora of integrated contract, common law, statutory and regulatory rules and requirements in order to assist clients.

Copyright Law
An advanced study of the law of copyright, including the creation, infringement, licensing, protection, registration, renewal and termination of copyright in various creative products, such as books, films, art and music. Recommended prerequisite: Intellectual Property 1

E-Commerce
This course explores the range of legal issues arising from the emergence of the Internet as a medium for transacting business. The course considers how the law has reacted to challenges posed by the Internet. Specific areas covered include jurisdictional analysis, First Amendment/free speech, digital copyrights, trademarks and domain names, electronic privacy, electronic commercial transactions, and Internet governance.

Elder Law
Overview of the legal practice and policy relating to aging individuals and those with special needs. Issues covered are: ethics in representing the elderly, Social Security, Supplemental Social Security, Social Security Disability, Medicare, Medicaid, veterans benefits, property management issues, surrogate decision-making, guardianships and end-of-life decisions.

Employment Discrimination
A study of employment discrimination law, including Title Vll of the Civil Rights Act, the Age Discrimination in Employment Act, and the Americans with Disabilities Act. This course entails a study of the major federal anti-discrimination laws, with particular emphasis on Title VII of the Civil Rights Act, the Age Discrimination in Employment Act, and the Americans with Disabilities Act. Other statutes are addressed to a lesser degree, including the Civil Rights Act of 1866 and the Immigration Reform and Control Act.

Employment Relations
This course surveys the law regulating the relationship between employers and their employees including the doctrine of "employment-at-will" and its erosion by federal and state statutes and common law; employee privacy issues; the protection of trade secrets; employee non-compete agreements; overtime and minimum wage laws; Texas Workers' Compensation Law; and unemployment claims.

Entertainment Law
A comprehensive introduction to the legal doctrines that shape the entertainment industry in its many forms. We will learn about the structure and “power relationships” within the industry including but not limited to the issues of credit/billing, creative control and the sale/transfer of creative talent or product.

Estate Planning
A study of the federal transfer tax system, basic transfer tax planning for individuals and tax considerations in the drafting of wills and trusts. Estate, gift and generation-skipping tax problems are studied, and income tax problems related to estate planning are also covered. In this practice skills course students prepare estate tax returns and planning proposals for hypothetical clients. Prerequisite: Trusts & Estates

Franchising
A graded seminar course examining general franchise laws, agreements and the franchisee/franchisor relationship. An overall view of the franchise systems and the legal and business impact of various franchise related laws, both federal and state. Extensive review of a franchise agreement. Grades are based on final exam and short franchise related paper or project.

Healthcare Fraud and Abuse
The health care industry is governed by complex statutory and regulatory requirements that impact operations, financing and the delivery of health care. A lawyer representing any type of health care entity must be knowledgeable in these areas since many are contrary to what is acceptable in all other industries. The focus of the course will be on federal and state anti-kickback, anti-referral (Stark), false claims and related fraud and abuse laws as well as corporate compliance issues. The civil and criminal penalty ramifications to the health care provider and lawyer will also be addressed.

Healthcare Law
An overview of many aspects of health law. Topics include professional licensure, institutional quality control programs, cost containment, access to health care, the professional-patient relationship, federal and state fraud and abuse laws and various aspects of health care decision-making.

Healthcare: Regulation of Healthcare Professionals
Health care professionals are subject to extensive regulations in the delivery of care and the reimbursement for those services rendered. This course will analyze the relationship between health care entities and providers, federal and state governmental authorities, public and private payers and the laws and regulations affecting their activities. Areas to be addressed include licensure, peer review, patient care, Medicare/Medicaid and managed care, non-profit organizations, antitrust, and privacy issues implicated by the relationships.

Information Privacy Law
This course is a general survey and analysis of privacy issues that are the direct result of advances in technology. Topics discussed will include: (1) Internet privacy, including issues related to anonymity, commercial profiling and spam; (2) Health and genetic privacy, including issues relating to medical records, confidentiality of physician-patient relationships, DNA databases and genetic discrimination; (3) Law enforcement privacy, including issues related to wiretapping, surveillance, and counter-terrorism and post 9/11 reactions.

Insurance Law
A study of property, life and liability insurance, including the process of contract formation, coverage, defenses, amount of recovery, subrogation, and the litigation relationship between the insurer and the insured.

Intellectual Property 1
A survey of the law regarding the formation and protection of rights in intangible property and unfair trade practices of businesses. Subjects covered include a survey of copyright and patent law as well as a detailed study of trademark, trade secret and unfair competition law. Advanced courses in copyright and patent law are also available.

Intellectual Property 2: Advanced Trademark Practice & Litigation
A follow-up to the Intellectual Property course. The focus is on practice skills needed for the intellectual property lawyer, with a heavy emphasis on trademark law. Prerequisite: Intellectual Property 1

Intellectual Property Capstone
This capstone is the culminating experience in the Intellectual Property Area of Concentration. The course will focus on skills development, which will provide students the opportunity to both learn how to conduct an appropriate client analysis as well as apply substantive law to the drafting, reviewing and negotiating of intellectual property-related agreements. Prerequisites: Advanced Trademark Practice & Litigation, Copyright Law, E-Commerce Law, Intellectual Property, Patent Law & Drafting, and Patent Litigation.

International Business Transactions
An introduction to international business transactions. Topics include sources of law; comparing legal traditions; documentary sales of goods; the Convention on the International Sale of Goods (CISG); exporting; international IP licensing; international distributorships and joint ventures; and foreign direct investment.

International Trade Law
A study of the international and national regulation of trade in goods. Topics include United States import, export and other trade regulations, and bi-lateral and multi-lateral trade agreements and organizations (e.g., NAFTA, the World Trade Organization, etc.). Other topics include “Fast Track,” countervailing duty and antidumping laws; preference programs (e.g., GSP); ITAR; FCPA, anti-boycott laws; trade sanctions and embargoes, safeguards and quotas; economic integration among countries; and the linkage of trade and diplomacy.

Labor Law
A study of the law of labor relations, including union elections, the negotiation and administration of collective bargaining agreements, unfair labor practices, and dispute settlement. Particular attention is paid to the National Labor Relations Act.

Nonprofit Organizations
A study of nonprofit organizations, including an examination of their organization, operation, governance, and dissolution. Topics include practical issues faced by nonprofit organizations and attorneys who represent them, such as state and federal regulations, tax issues relating to tax-exempt status and eligibility for charitable contributions, liability of decision makers, tort liabilities of the organization and its members, planning to avoid litigation, and charitable immunity.

Oil & Gas Law
A study of oil and gas interests including mineral estates and royalty interests. Emphasis is placed on the execution of mineral leases and the conveyancing of mineral interests.

Oil & Gas: Advanced Oil & Gas Law Principles & Drafting
This course covers advanced oil & gas concepts and expands on the basic principles covered in Oil & Gas, Law 9330. Students will learn document drafting techniques and as part of the course work will be assigned documents to prepare and review that an attorney dealing with oil & gas matters would expect to encounter in practice. Some topics to be covered include advanced lease provisions; joint operating agreements; financing of oil and gas transactions; mineral and royalty conveyances; pipeline issues; and regulation of oil and gas activities. Prerequisite: Oil & Gas

Patent Law & Drafting
An advanced study of patent law, with an emphasis on patent applications, interferences and other practical aspects of a patent practice, including international patent protection. Recommended prerequisite: Intellectual Property I

Real Estate: Land Use Planning & Development Land Use Planning & Development
This course covers eminent domain and other practical land use planning topics. The course will help students become familiar with legal considerations in working with government agencies, land developers, and land owners. The course covers various topics including conservation easements, common interest communities and zoning. However, eminent domain and the specific Texas statutes that have been added in the post-Kelo era is a primary focus of the course occupying at least a third of the classes. Additionally, students are given an assignment that focuses on the interaction of eminent domain and zoning issues as land use changes over time. The course offers both considerations of policy matters as well as practical application of the concepts in real-world settings.

Real Estate: Texas Title Issues
A study of selected problems of Texas land law. The course includes material on contracts of sale, title examination, foreclosure issues related to title, and judicial procedures relating to land titles. Drawing a metes and bounds description of real property, a title opinion letter, and foreclosure assessment are required written exercises.

Retirement Law
A study of the legal aspects of retirement plans, including an introduction to the different types of retirement plans, qualified and non-qualified retirement plans, the Employee Retirement Income Security Act (ERISA), plans for the self-employed, individual retirement accounts, spousal rights, and the rules relating to contributions to and the distribution and taxation of retirement benefits, with an emphasis on the estate planning aspects.

Securities Law: Public Compliance
The goal of this course is to provide a survey of additional securities regulation topics not covered in the basic securities regulation course. Topics will be relevant to both litigation (private civil litigation and enforcement actions) and transaction work, including Blue Sky laws, interaction of federal and state securities laws, broker/dealer regulation, investment adviser regulation, “going public” issues, periodic reporting requirements and disclosure issues for publicly held companies, and Sarbanes Oxley compliance. Prerequisite: Business Organizations 2 or Securities Regulation.

Securities Regulation
Following the examination of the definition of a security and transactions that are exempted from registration with the Securities and Exchange Commission, a study of the disclosure, registration and distribution process as regulated by the Securities Act of 1933 and civil remedies for a violation of the Act. Prerequisite: Business Organizations 1 (Students who have a BBA do not have to take Business Organizations 1 before taking Securities Regulation).

Taxation of Corporations
This course covers tax consequences of organizing and operating a regular C corporation, as well as issues relating to sale or distribution of corporate assets, sale of corporate stock, and mergers and acquisitions. General introduction to S corporations also included.

Taxation of Partnerships
This course covers tax consequences relating to “pass through” entities, focusing primarily on creation and operation of partnerships and limited liability companies. Topics include tax issues that need to be considered before creating a pass-through entity and the corresponding tax language that needs to be included in partnership agreements and other operating/owner agreements. Other topics include tax issues relating to sale or distribution of partnership assets or partnership interests. General introduction to S corporations also included.

Taxation & Financial Planning for Individuals and Small Business Owners
Continues the study of the general principles of federal income tax law begun in Basic Tax and Accounting for Lawyers with primary emphasis on individual income taxation. Topics include advanced coverage of: inclusions and exclusions from gross income; business, investments and personal deductions; restrictions on such deductions; disposition of assets; ordinary and capital tax rates.

Wealth Transfers Capstone
Upon completion of Wealth Transfers, the student enrolls in a capstone course which provides the student with the opportunity to work one on one with a faculty member in order to apply through drafting exercises what the student learned in the substantive course and also to experience the types of problems lawyers in this area of the law handle on a routine basis. Prerequisites: Trusts & Estates and Wealth Transfers

H. Hart Nance Course in Wealth Transfers
Increasingly, the focus of private or individual wealth planning is on asset protection (i.e., planning to insulate the client’s estate from the claims of creditors at any time and claims of spouses upon the termination of the marriage, as well as to minimize or eliminate transfer taxes upon death). This course examines the use, implementation and effectiveness of the more common estate planning techniques, such as Bypass and QTIP trusts created for the benefit of the client’s surviving spouse, asset protection trusts created for the benefit of the client’s descendants, premarital and marital agreements among the client and the client’s significant other, and family limited partnerships among members of the client’s family. The course also covers the keys to effective drafting of wills, revocable trusts and other estate planning documents, as well as the coordination of non-probate assets (such as life insurance and retirement benefits) with the estate plan. Prerequisite: Trusts & Estates

White Collar Crime
A study of corporate criminal liability and personal liability in the organizational setting, focusing on federal statutory and regulatory offenses that are frequently prosecuted in the business or corporate setting such as mail fraud, wire fraud, bank fraud, money laundering, RICO, tax crimes and obstruction of justice.