Course Progression for Master’s in Legal Studies

Spring 2021: 6 Credits

1. Introduction to the U.S. Legal System

2. Working with Business Contracts

3. Business Ethics

Summer 2021: 6 Credits

4. Navigating the Intellectual Property Landscape

5. Business Organizations & Corporate Governance

6. Employment Law

ON CAMPUS

Fall 2021: 6 Credits

7. Compliance Systems

8. Regulatory Policy and Process

9. Criminal Liability of Organizations

10. Business Transactions

11. Human Rights Obligations of Organizations

Spring 2022: 6 Credits

12. U.S. Antitrust Law and Policy

13. Business Immigration Law

14. Cross-Border Transactions

15. Cybersecurity: Policy & Governance

16. Privacy Law, Regulation and Business

Summer 2022: 6 Credits

17. Elective #1

18. Elective #2

CAPSTONE

Title Credits Course Description

Introduction to the U.S. Legal System

2

This introductory course immerses you in the American legal system and locates it in an inter-connected world. Law is in some ways its own language and “immersion courses” are an effective way to learn a new language. The course provides a framework for thinking about questions like: When should your firm consult an attorney? What does it mean to “think like a lawyer?” What kinds of remedies does the law offer? How do different sources of law--such as state and federal statutes, agency regulations, court decisions, and constitutional limits--interact? Which courts decide which kinds of questions? When should you pursue alternatives to litigation, such as arbitration or mediation? On what terms should you settle a case? Mastery of the materials in this course will prepare you for deeper study of particular bodies of law in your other courses and enable you to make more informed decisions about legal questions when they arise in your business.

Working with Business Contracts

2

This course introduces students to the basic principles of contract law with a focus on practical application of those principles. Students who take the course will be able to identify and create enforceable agreements that clearly and thoroughly set forth the rights and obligations of parties, appropriately allocate risk, and avoid unintended consequences.  By explaining how lawyers use the tools of contract drafting— representations, warranties, covenants, conditions and indemnities and other typical contract provisions—the course seeks to and de-mystifying legal jargon with the goal of promoting effective collaboration between businesspeople and their legal counsel to achieve their organization’s business objectives.

Business Ethics

2

This is a course about ethical decision-making in business organizations. It has two principal components. The first is an introduction to ethical reasoning generally, the Western tradition of moral philosophy, and ethical issues that arise specifically in connection with business and technology. The second half of the course takes a psychological perspective on individual and organizational wrongdoing, seeking to understand why good people sometimes do bad things. The emphasis throughout the course is on identifying ethical issues and anticipating the pitfalls that can lead to disasters such as the Deepwater Horizon oil spill, the Volkswagen emissions testing scandal, the General Motors ignition switch failure, and the pattern of wrongdoing at Wells Fargo.

Navigating the Intellectual Property Landscape

1.5

Intellectual property is increasingly becoming a central feature of the modern economy. Though most are vaguely aware of its general purpose, business familiarity and comfort with this seemingly exotic area remains elusive. Rather than a singular field, intellectual property is best understood as the collection of its constituent parts of trademark, copyright, trade secrecy and patents.  Each of these have their distinct realms of application and have their distinct features, benefits and pitfalls. Business decision makers in all industries can no longer afford to remain in the dark about these fields.  Non-lawyers increasingly must be conversant with at least the basic contours. The course provides an overview of the fundamental features of trademark, copyright, trade secrecy and patents with an emphasis on their distinct subject matter and their particular strategic benefits and pitfalls.   

Business Organizations and Corporate Governance

1

This course provides an overview of the different types of business organizations, including limited liability companies and partnerships, before focusing on corporations. The course will take a practical approach, covering key elements of corporate governance law in order to enable students to understand, anticipate and respond to the concerns of various stakeholders within their organization. Students will analyze the roles and duties of corporate directors, management and shareholders. Students will then apply the laws surrounding fiduciary duties and the business judgment rule to various simulated corporate transactions or decisions. Finally, students will assess how shareholder value is measured, including by looking at “benefit corporations” and how they differ from traditional corporations. Throughout the course, students will apply the course material to a series of hypothetical problems and proposed corporate actions. Accordingly, at the end of the course, students will have a toolkit of legal principles to use in analyzing corporate decision-making and communicating with stakeholders throughout the organization.

Employment Law

2

To be an effective manager and employee, you need to know the legal rules governing the workplace—which is employment law. The course begins with the classification of workers as employees, independent contractors, partners, or interns—a topic much in the news these days as firms outsource important parts of their operations. It then covers job security and the uniquely American concept of employment at will, which includes the protections whistleblowers have in the workplace.  Privacy rights and antidiscrimination regulations figure prominently in employment law. The course covers intellectual property rights in the workplace and noncompetition agreements and other restrictions when the job ends. Also covered is the legal regulation of employer-provided health-care and retirement benefits, which shapes the compensation packages that firms give. The line between exempt and nonexempt workers for overtime and leave rules is examined.   A recurring theme of the course is understanding not only the constraints the law imposes on managers, but understanding the zones of discretion the law creates for managers and employees and how that discretion should be implemented.

Compliance Systems

2

Appropriate and efficient internal compliance helps to support the central mission of the business and control costs. This course is designed to introduce students to the basic concepts and fundamentals of the compliance function within a company or organization. It will focus on (1) the drivers behind the development of rules (2) practical issues involved in rule creation (3) the process of training, or “selling,” rule systems to the appropriate people (4) policing compliance, including investigations and enforcement of rules, and (5) the consequences of failing to operate a compliance program or doing it wrong. The course relies upon case studies from businesses and organizations, with an emphasis on real life situations with the goal of understanding how to make improvements to rule systems.

Regulatory Policy and Process

1

Regulatory policy affects virtually every corner of American business, from agriculture, to transportation, energy, and finance. This course has two main objectives. First, it will explain the main points of contact between regulators and business, emphasizing the tools available to regulators and their legal consequences. Second, the course will highlight the principal channels available to influence regulatory policy and sample standard legal challenges to adverse policies.

Criminal Liability of Organizations

1

Organizations, together with their officials and employees, work in the shadow of the criminal law. If an employee or official commits a crime, not only might the employee or official be criminally liable, the organization itself might be liable too. This course introduces you to some basic concepts of criminal law, including the grounds upon which individuals and organizations can be held criminally liable, some of the principal federal criminal statutes especially relevant to the organizational setting, the difference between civil and criminal enforcement in areas of overlapping jurisdiction, the legal incentives organizations have to establish ethics and compliance programs, and the role of the organization and the Department of Justice in the conduct of internal investigations. 

Business Transactions

1

This course is designed to assist non-lawyers in becoming valuable participants in business transactions. The course seeks to help business professionals understand the legal ramifications of business transactions in order to facilitate those transactions and to anticipate and solve the legal and practical issues that may arise both during the negotiation of business transactions and after they have been completed.  The transactions to be discussed include mergers and acquisitions, divestitures, joint ventures, and capital raising transactions. There will also be a brief introduction to private equity and an explanation as to why business professionals should be familiar with it.

Human Rights Obligations of Organizations

1

Business organizations sometimes intentionally or unintentionally harm human rights either directly or in their association with other organizations that are part of their supply chain. This course will provide examples of where businesses have committed human rights violations. International laws and norms increasingly govern business and human rights. These regulations guide businesses on how to better design better compliance mechanisms to ensure best practices in protecting human rights globally.

U.S. Antitrust Law and Policy

1

U.S. Antitrust Law is an increasingly important part of the landscape in which businesses in the United States operate. If you don’t want your first exposure to antitrust law to be when your company (and maybe you, yourself) are sued, it is prudent to have an understanding of how antitrust law affects how you are allowed to interact with respect to customers, distributors, suppliers and, of course, competitors, and how they are allowed to interact with you. So the course will examine what kinds of interaction are generally permitted and what kinds are not. Included in the list of topics we explore are price fixing and other forms of coordination with competitors, mergers (either horizontal or vertical), pricing decisions (such as very low prices) aimed at securing business from rivals, restrictions imposed by manufacturers on customers, distributors or retail dealers, and some interactions with employees. We will, to a limited extent take an historical approach to see how the law has evolved and since modern antitrust is heavily influenced by the writings of economists, we will explore some of the key economic concepts used by antitrust regulators and courts.

Business Immigration Law

0.5

This course equips students to learn and assess their organization’s options for hiring, retaining, and terminating non-U.S. citizens, and to partner with legal counsel to advance the staffing and talent needs of their organization in compliance with U.S. immigration law.

Cross-Border Transactions

2

This course will identify and explain some of the key legal issues that arise in cross-border business transactions. The term “cross-border business transactions” is defined broadly; it can range from simple tax planning through foreign subsidiaries, to joint ventures with foreign partners, to making or receiving foreign direct investment. The course will provide an overview of the relevant legal issues (looking at both public law and private law), offer practical solutions for dealing with these issues, and engage students in discussion of the broader policy implications. At the end of the course, students should be able to identify specific legal issues that commonly arise in a cross-border business transaction, propose solutions to dealing with those issues and understand how cross-border business fits into national and international legal structures.

Cybersecurity, Policy & Governance

1

This class will focus on understanding and responding to the threats facing enterprises that arise in the context of a globally interconnected economy.  Students will explore the substantive and procedural steps, roles and stakeholders inside the organization and out that collaborate regularly to neutralize attacks and strengthen defenses.

Privacy Law, Regulation and Business

1

This course examines the legal aspects of information privacy, data protection and data security, including the privacy of electronic communications. It will review the major federal privacy statutes, the role of the federal government and designated administrative agencies in the regulation of corporate consumer privacy conduct and data protection. Attention will be given to the large gaps that exist in the protection of individual privacy rights, and to ongoing efforts to regulate emerging technologies, in light of significant international, federal, and state regulatory developments.

ON CAMPUS:

Persuasive Communication

1.5

This course is aimed at teaching students how to better communicate business concepts and ideas orally and in writing.  Instructors will assign and provide feedback a written project and oral presentation.

Conducting Legal Research

0.5

When people want to find laws and regulations, they often start with Google. This course will introduce you to the pitfalls of the traditional approaches and direct you to more accurate sources of legal information. You will learn to find basic laws and regulations in your area of interest.

CAPSTONE

Capstone Project

2.5 Total

This substantial written project will involve in depth study of a topic selected by the student together with their capstone advisor. The project can involve applying what students learned in the program to issues specific to their work place.

ELECTIVES: CHOOSE 2

Health Law and Compliance

2

Health care in the United States is one of the most complex and expensive systems worldwide, with spending approaching one-fifth of the country's GDP.  Health law establishes the health care duties and liabilities of employers, insurers, hospitals, clinical providers, individuals, states, and the federal government.  This course will provide an overview of the health care system and key areas of health care compliance.  We will discuss the structure of US health care financing and delivery, including sources of public and private insurance and changes under the Affordable Care Act.  Health care compliance topics will include federal statutes such as EMTALA (the Emergency Medical Treatment and Labor Act) and fraud and abuse laws.  We will also consider ways in which states regulate care providers, hospitals, and insurers.  The course will develop students' understanding of law, as well as their ability to recognize compliance issues and apply law to facts.

Financial Institutions

2

This course provides an overview of the economic functions, institutional design, and regulation of financial firms and markets in which they operate. Beginning with conventional deposit-taking banks, the course examines the risks embedded within the business of banking, along with how regulation seeks to mitigate these risks. It then expands this framework to survey the operation and regulation of securities broker-dealers, insurance companies, wholesale funding markets, structured finance markets, money market and other investment funds, and financial market infrastructure.

U.S. Securities Regulation

2

This course provides a general overview of the regulation of the offer and sale of securities under the Securities Act of 1933 (“Securities Act”) and the reporting requirements under the Securities Exchange Act of 1934 (“Exchange Act”).  Topics to be covered include:  the definition of “security,” issues around registering securities for public sale, certain exemptions that permit sales without registration, aspects of the federal proxy rules, and certain of the antifraud provisions under the Securities Act and the Exchange Act, including Rule 10b-5, and insider trading.  The course is designed for a student interested in gaining a general familiarity of the basics of the federal securities laws.

Mastering Negotiations

2

This course will introduce you to basic negotiation terminology. You will learn about the difference between distributive and integrative negotiation, and how to use each of these approaches to negotiation to create maximum value. You will then learn how to balance these two approaches in order to further your chances of making a deal and create even greater further value. By the end of the course, you will have the tools to not only split the pie but also grow the pie in a way that would benefit you and your negotiating partner. Negotiations don't necessarily have winners and losers. Through collaboration, it is possible to create value in a way that allows both parties to get most of what they want. This value creation is the key to "win-win" or integrative negotiations that are mutually profitable and that build relationships. You will also have a chance to practice tactics that will allow you to understand your partner's interests and predict their behavior. Finally, you will practice doing research and hammering the messy world into a tidy payoff matrix that supports efficient negotiations.