The Zell Entrepreneurship and Law (ZEAL) Program and the deep resources of Michigan Law offer students an array of courses that cover entrepreneurship, private equity, venture finance, and business at every stage of activity, from pre-start-up through growth, acquisition, and public offerings. The Law School offers basic business courses and a two-day business principles course for students who have a minimal or no background in business. Michigan Law also offers advanced courses for students who want to develop expertise in areas such as venture capital, private equity, turnarounds, real-estate entrepreneurship, intellectual property, and investment banking.
Michigan Law students can graduate with knowledge of the law and the business behind the entrepreneurial activities that play a large role in the economy and that will play a large role in the careers of many of the Law School's graduates.
Accounting for Lawyers
Accounting for Lawyers introduces the basic concepts and methods used in the preparation of the four corporate financial statements (the balance sheet, income statement, statement of cash flows, and statement of stockholders' equity). In this process, the course will also develop the accounting treatment of specific items such as long-term assets, inventory, sales, receivables, and debt securities. The course will use actual corporate financial statements of Fortune 500 companies and will provide students the tools necessary to understand such statements as well as some of the basic footnote disclosures associated with such statements.
Students who have substantial background in financial accounting or who have taken classes in financial accounting are ineligible to take or receive credit for this course for a grade. However, students who took only an introductory class in financial accounting a significant amount of time ago may request permission from the instructor to take the course for a grade.
Advanced IP Practice
Anatomy of a Deal
An introduction to business combinations, with particular emphasis on the practical aspects of (1) a merger involving two publicly traded entities and (2) an acquisition of assets by one public entity of another public entity, including the following: strategic planning/reasons for the transactions; obligations/rights of various constituencies; due diligence; analysis of merger and acquisition documentation; drafting and negotiation of various terms of merger and acquisition agreements and of certain documentation relating thereto; principal legal concerns; and conditions to consummation, both legal and contractual.
Business Basics for Lawyers
Lawyers are involved in virtually all aspects of business. Many lawyers have a transaction-based practice in which they work frequently with corporate clients. Others run private equity funds, start businesses, or serve on boards of directors. Public interest lawyers also frequently need knowledge of business to provide their clients effective advice.
Michigan Law prides itself on its broad array of business-related courses. The ZEAL Program is adding to that curriculum by offering a short course on business basics for students who want to gain an introduction to business or are unsure if they want to take more business courses. The course, Business Basics for Lawyers, is designed for students who have little or no business experience. It is a two-day, one-credit intensive program that meets Monday and Tuesday, Jan. 14-15, 2013, just before the winter term begins on Jan. 16.
The course will be taught at the Law School by experienced professors from U-M's Stephen M. Ross School of Business. Students will receive an introduction to the principles and terminology of four basic subject areas: accounting, economics, finance, and marketing.
This practice/simulation course will cover the entrepreneurial business, from its inception to its end—by dissolution, liquidation, merger, or public offering. Like Gaul, the course will be divided into three parts, which will be covered and interfaced with each other on a continuing basis: state enterprise law, federal income-tax law, and enterprise documentation. The range of subjects will include the choice of entity (partnership vs. corporation), tax implications (equity vs. debt), bringing in others (investors, key employees, independent contractors), protecting the enterprise (covenants not to compete or solicit business or customers, protection of intellectual property and confidential information), expanding the business (form and format for subsidiaries and affiliates, acquisitions and joint ventures) and mergers, consolidations, and public offerings.
Business Transactions Practicum I
The goal of this course is to provide students with an introduction to what will be expected of them in corporate practice in a private law firm. The course focuses primarily on business transactions involving fledgling enterprises. Students work with real-world situations and actual documentation, and are exposed to the legal and practical considerations encountered by entrepreneurs and those who supply capital to fledgling enterprises (including venture capitalists). Assignments are designed to simulate conditions encountered by young associates interacting with a senior partner on client projects. Grading will be based upon in-class assignments (including review of actual agreements, markup work, and group problem-solving). There is no exam or final project. Class size will be limited to 25 students, and a statement of interest is required for admission to the class. Enterprise Organization is normally a prerequisite, but may be taken concurrently.
Business Transactions Practicum II
The goal of the course is to provide students with an introduction to what will be expected of them in corporate practice in a private firm. This class will focus primarily on business transactions involving mature companies, including public and private mergers and acquisitions (including leveraged and management buyouts), industry consolidations, and senior and subordinated debt financings. Assignments are intended to simulate the conditions encountered by young associates interacting with a senior partner on client projects. Grading will be based upon classroom work and homework assignments. There is no exam or final project. Class size is limited to 25, and a statement of interest is required for admission to the class. Enterprise Organization and Business Transactions Practicum I are normally prerequisites, but exceptions may be made in appropriate circumstances.
This course is designed to familiarize law students with the foundations and most recent developments in the theory and application of corporate finance. We will explore several topics, including: the theory of present discounted value, stock valuation (i.e., discounted net cash flow analysis), bond valuation, capital budgeting, and other valuation techniques; the theory and evidence for and against the efficient capital market hypothesis and the counter-hypothesis of behavioral finance theory; risk, return, the capital asset pricing model, and arbitrage pricing theory; the firm's investment and financing decisions, including security issuance, the law and economics of dividend policy and share repurchases; optimal capital structure; comparative corporate law; the role of classical finance theory in legal decisions; option theory; and the causes and consequences of corporate mergers and acquisitions.
Enterprise Organization introduces the law governing the organization of business entities, including agency, partnership, limited liability companies, and corporations, including closely-held corporations. It provides a general introduction to business organizations for students who intend to pursue a wide variety of careers, not just corporate law. The duties of agents to their principals, partners to their co-partners, and directors and officers to their corporations and shareholders are covered. Some sections may cover mergers and acquisitions as well. Certain sections of Enterprise Organization will devote extra time to the study of business fundamentals to help students with no prior exposure to business concepts. Any student, regardless of prior business background, is eligible to enroll in these "business basics" sections, but it is recommended that students with some business background, either academic or practical, enroll in another section of this course or The Public Corporation. This course (or The Public Corporation) is either a prerequisite or provides an important foundation for a number of advanced corporate law classes. (Please check the footnotes for each class about information about pre-requisites.) Students may not take both Enterprise Organization and The Public Corporation for credit.
Entrepreneurial Business Practicum
The course focuses on the lawyer's role as an advisor to entrepreneurial businesses and their owners. We will use case studies to examine a broad range of structural planning issues with emphasis on creative planning strategies and pitfalls. We will examine the various forms of entrepreneurial businesses, covering issues including co-ownership planning, enterprise funding, choice of entity, owner compensation, structuring profit and capital interests, and exit and business transition planning. The course is designed to broaden the student's substantive knowledge of a broad range of legal issues affecting the entrepreneurial business and to help the student develop strategic planning skills as well as the ability to effectively communicate with the entrepreneurial business leader. During the first six weeks of the course, graduate-level engineering students who are interested in pursuing entrepreneurial business ventures will participate in the class. During this period students will work in groups integrating law and engineering students, and we will cover the basic areas of ownership planning, choice of entity, enterprise funding, capital structure, and compensation. During the second half of the semester the course will be limited to law students. During this portion of the class the issues covered will include the ethical challenges in representing an entrepreneurial business, a more in-depth examination of the legal issues in capital formation and structure, drafting considerations, and implementation mechanics. The course will also feature several guest speakers. Students will be required to make presentations to the class on case studies, identifying the challenges and potential solutions raised by the case. There will be several written assignments but no final exam.
If your client is involved in a successful entrepreneurial venture, how do they get out/cash out? The course looks at the most common methods: sale to an existing partner; sale to or merger with a strategic acquirer; sale to a financial buyer, e.g., a PE firm; and IPOs. Points of view vary, so the course will look at issues from the perspectives of clients such as founders and co-founders, key employees, investors such as angel and venture capital investors, acquirers, and investment bankers and underwriters. The course will cover selected principles, actual practices, and documentation.
The Entrepreneurship Clinic is the first clinical law program focusing exclusively on providing legal assistance to student entrepreneurs. The dlinic will give law students the opportunity to provide greatly needed legal advice and services to student start-up businesses throughout the University of Michigan, training both the student lawyer and student businessperson to work together in addressing the legal issues in an entrepreneurial business. Under the close supervision of clinical faculty, law students in the clinic will have primary responsibility for providing legal services to their clients. Students will provide transactional legal services to student entrepreneurs in a number of areas including entity formation, contract issues, capital structure, and intellectual property including trademark, trade secret, copyright, and patent. Students will have the opportunity to interview and counsel clients, strategically plan cases, draft contracts, legal memoranda, correspondence and other documents, negotiate agreements, and manage client relationships. In the clinic seminar, students will explore how to effectively represent entrepreneurs, ethical issues, lawyering skills, and different substantive areas of law. The clinic is a seven-credit course. Students must enroll in the four-credit clinic and the three-credit seminar, taken concurrently.
Entrepreneurship Clinic Seminar
The Entrepreneurship Clinic is the first clinical law program focusing exclusively on providing legal assistance to student entrepreneurs. The clinic will give law students the opportunity to provide greatly needed legal advice and services to student start-up businesses throughout the University of Michigan, training both the student lawyer and student businessperson to work together in addressing the legal issues in an entrepreneurial business. Under the close supervision of clinical faculty, law students in the clinic will have primary responsibility for providing legal services to their clients. Students will provide transactional legal services to student entrepreneurs in a number of areas including entity formation, contract issues, capital structure, and intellectual property including trademark, trade secret, copyright and patent. Students will have the opportunity to interview and counsel clients, strategically plan cases, draft contracts, legal memoranda, correspondence and other documents, negotiate agreements, and manage client relationships. In the clinic seminar, students will explore how to effectively represent entrepreneurs, ethical issues, lawyering skills, and different substantive areas of law. The clinic is a seven-credit course. Students must enroll in the four-credit clinic and the three-credit seminar, taken concurrently.
Finance for Lawyers
This is an introductory finance course and no prior experience in finance or mathematics background is required. This course has no prerequisites. The objective of this course is to introduce many broadly applicable important financial concepts such as time value of money, NPV Rule, valuation, efficient market hypothesis, portfolio optimization, risk management, adverse selection, and moral hazard to law students. We will discuss public finance and financial markets, including the stock markets, bond markets, electronic and floor exchanges, retail, commercial and investment banks and other financial intermediaries, market for real estate, insurance, and social insurance. We will use financial concepts to understand how these markets have evolved, developed, and sometimes failed. Hence, we will study market booms, crashes, manias, and crises. In this process, the students will also be familiar with many financial products such as stocks, bonds, credit cards, Treasuries, and options, futures, and swaps; as well as important players in these markets, such as corporate managers, commercial and investment banks, Federal Reserve, brokers, market makers, and investors. The course will not focus on law or legal cases, although there may be occasional applications in the legal area.
This course will introduce students to the basics of the law and business of global investment banking, and to the role of legal and investment professionals in the financial services industry. The course will begin with an introduction to history of commercial and investment banking with special reference to the global financial crisis and restructuring and regulatory reform in the financial services industry of the world. Then, the class will study core business activities of investment banking houses: IPO and privatization, M&A, takeovers and takeover defensive tactics, private equity, and hedge funds. Students will examine law review articles and other academic materials, as well as documents drawn from the actual practice of investment banking. After that, the instructor will draw introductory studies on global capital markets, capital market regulation, and conflicts of interest. The Code of Ethics and Standards of Professional Conduct of the CFA Institute will be the focus of this part of the course. Studies on recent developments in the capital markets and financial services industries in the United States and Europe will be followed by case studies on the history and business activities of major financial institutions of the world, including Goldman Sachs, JPMorgan Chase, Blackstone Group, Carlyle Group, UBS, and Deutsche Bank.
The course examines intellectual property strategies for start-up ventures, including building barriers to entry for competitors and reducing the risk of infringement issues. Topics will include an overview of patent, copyright, trademark, and trade secret law as they relate to all stages of entrepreneurial ventures—from the invention stage, to entity formation and financing, through exit. The course will also address intellectual property procurement (e.g., patent prosecution), technology transfer, due diligence, as well as preparing for and avoiding litigation. This course does not require students to have a technical background, although students should have an interest in launching or representing ventures based on technical innovation.
Marketing for Lawyers
Marketing is ubiquitous in modern society, but largely "hidden in plain sight." The overarching goals of this course are: to introduce the basic concepts of marketing management and its role in the organization, the economy, the law, and society; to develop knowledge and analytical skills useful for decision making; to tackle real-world marketing material, suggest managerial action, and write up findings concisely; to work effectively in groups; and to get a handle on marketing as it exists today, and where it's headed. Although this is a course on "marketing for lawyers," it's not aimed at marketing oneself or one's firm per se, but rather at acquainting students with the broad and varied areas of marketing that will crop up throughout their careers. At the conclusion of the course, participants will be conversant with break-even analysis, consumer behavior and decision processes, segmentation, distribution, advertising and promotion, international and services marketing, strategy, and the beginnings of marketing research. In other words, this is very much a survey course, designed to introduce students to all the major areas of marketing, with connections to the wider legal and economic systems as time permits.
Negotiating Entrepreneurial Issues
Starting a new enterprise is more than having a good idea. Negotiation skills for entrepreneurs are critically important to a startup's success. Entrepreneurs and their legal counsel must negotiate at various points during the startup or the idea may never get actualized. Whether it is settling on an innovative product or service, selecting partners, determining the prices of goods or services, dealing with vendors and leases, bank loan terms and conditions, investor issues, intellectual property rights, and more, entrepreneurs and their attorneys must learn to negotiate successfully or risk failure. This course will explore negotiation in the entrepreneurial framework along with the legal ramifications and typical solutions and milestones throughout the entrepreneurial journey.
Operations for Lawyers
Operations Management studies processes, systems, and networks which transform inputs of materials, labor, capital and information into products and services which customers want and are willing to pay for. These processes, systems, and networks may be managed well or poorly. Knowledge introduced in this general introduction to operations management course will help you understand the reasons for both. Along with finance and marketing, operations is one of the three core functions of a firm. Finance manages the capital structure and cash flows, marketing manages customer relationships, and operations manages processes which yield products and services. Taking a process view of organizations, we identify key performance measures describing capacity and utilization, flow time and rate, variability, inventory, and quality. Business cases drawn from professional services, manufacturing, health care, financial, and retail sectors and a competitive online simulation exercise will apply the operations toolset, illustrating the uses and limitations of managerial levers to improve operational outcomes.
Principles of Business for Lawyers
Private Equity Law and Business
Real Estate Entrepreneurship
Real Estate Finance Law
This course is intended to appeal to the student with an interest in the laws governing real estate financing and land conveyancing, with a particular focus on the laws governing mortgages, installment sales contracts, the equity of redemption, foreclosure, deficiencies (including anti-deficiency legislation), pre- and post-foreclosure relationships, deeds in lieu of foreclosure, receivers, future advance mortgages, purchase money mortgages, title concerns, and general priority issues. The emphasis of the course will be on the legal relationship between lenders and borrowers, competing priority issues among lenders, the use of mortgage substitutes, alternative mortgage devices, construction financing, environmental law concerns, and lending discrimination. The course will also cover issues relating to the current mortgage and foreclosure crisis, including governmental programs and statutory schemes designed to curb mortgage foreclosures and assist borrowers in obtaining loan modifications, refinancing, short sales, and loss mitigation methodologies, such as foreclosure mediation.
Securities Regulation Practicum
This class will be offered only to students who are enrolled in (or have previously taken) the Securities Regulation class. This is a drafting class that will focus on research and writing related to five or more corporate securities law topics. Students will be given an opportunity to discuss these topics in class and then will be asked to draft certain related disclosures as if they were an in-house corporate attorney charged with this task. The disclosures and issues presented thereby will then be discussed and analyzed in class.
In this practice/simulation course, students will begin to develop the legal skills needed to represent clients in business transactions. Among other things, the seminar covers translating the client's business objectives into legal concepts, and then incorporating those concepts into the actual language of an agreement in clear, consistent, and concise manner. Students will learn how to analyze a contract from the client's perspective, with an eye to advancing the client's interests and protecting the client as much as possible from risk. The practice/simulation course also identifies how attorneys can use drafting techniques to solve problems that arise while a deal is being done. Students will engage in simulations and exercises in class, and undertake drafting assignments outside of class.
Tax Planning for Real Estate Transactions
This practice/simulation course will deal with the tax planning related to real estate transactions, including particularly the choice of entity and the acquisition, development, operation, and sale or other disposition of real estate. Within this context, we will discuss a number of issues, including capitalization vs. deductibility of expenses, deferring gain on disposition through various techniques, creative financing in today's markets, and the consequences of troubled real estate.
Turnarounds and Entrepreneurship Via Acquisition
Venture Finance Law and Business