The Bulletin - George Washington University Law School

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86 THE GEORGE WASHINGTON UNIVERSITY LAW SCHOOLCommercial, Business, and Labor Law6250 Corporations (4) D. Clarke, L. FairfaxGabaldon, Kieff, D. MitchellCorporate law, with emphasis on operations and financing of corporations. Control ofcorporations, action by corporate directors, officers, shareholders. Control devices. Directors’and shareholders’ duties of care and loyalty, insiders’ transactions in shares ofthe corporation. Derivative suits, kinds of shares, dividends, corporate distributions.(Examination)6252 Securities Regulation (3) Gabaldon, Manns, Sibay, WebbSurvey of federal and state laws governing the offering, distribution, and trading of securities.Focus on federal laws and regulations, in particular the Securities Act of 1933,the Securities Exchange Act of 1934, and the enforcement of these laws by the SECand private parties. Prerequisite: Law 6250. (Examination or take-home examination atthe instructor’s discretion)6254 Corporate Finance (2 or 3) O'ConnorGeneral introduction to finance theory; problems in the issuance and reacquisition ofcorporate securities; analysis of various types of securities; problems involved in the useof debt and payment of corporate dividends; and financial analysis of mergers, acquisitions,recapitalizations, dissolutions, and liquidations. Prerequisite: Law 6250. (Examination)6256 Takeovers and Tender Offers (2) MahonFederal and state regulation of corporate takeover bids and tender offers, including theoriesof corporate acquisitions, the Williams Act, and regulation of takeover tactics anddefenses. Prerequisite: Law 6250. (Examination)6259 Venture Capital Law (2) SchwedTheoretical and practical perspectives on the venture capital and buyout marketplace.Legal, business, economic, and financial issues that are part of the legal documentationsupporting venture capital and buyout transactions. Dynamics of organizing a venturecapital or buyout fund; organizing, structuring, financing, managing, and exiting venturecapital–backed companies. (Class projects and take-home examination)6260 Regulation of Mutual Funds and Investment Advisers (2) RagenApplicability of the Investment Company Act of 1940 to particular business activitiesthat may bring an entity within the statutory definition of investment company; litigationas to fees; policy considerations relating to front-end loads; SEC regulations regardingadvertising and promotion; restrictions on activities by affiliates; and currentSEC disclosure requirements. Applicability of the Investment Advisers Act of 1940 toactivities of individuals and entities; procedures for compliance; First Amendment issuesraised by SEC enforcement actions; and civil liability under the antifraud provisions ofthe securities laws. Recommended: prior or concurrent enrollment in Law 6250 and6252. (Examination or research paper with permission of the instructor)6261 Regulation of Derivatives (2) Aronow, WaldmanLaws and regulations affecting derivatives trading, primarily financial futures and optionsmarkets. Jurisdiction of the Commodity Futures Trading Commission. Securitiesand commodities statutes and regulations; registration and regulation of commoditymarket participants; administrative and injunctive enforcement powers involving violationsof the Commodity Exchange Act. Developments in self-regulation, and foreignmarket access. (Examination)6262 Corporation Law Seminar (2) D. MitchellAnalysis of the nature and role of the business corporation in the U.S. and transnational
COURSES OF INSTRUCTION 87political economy; evolution of the corporation and the political economy; impact oftechnological change; reasons for and consequences of the growth of large corporate enterprises;role of entrepreneurs in the political economy; relationship of corporations togovernment and other centers of power. (Research paper)6264 Securities Law Seminar (2)Selected topics in corporate and securities law practice and theory to be announced atthe time of registration. Enrollment is limited. Prerequisite: Law 6250. (Research paper)6266 Labor Law (2 or 3) Craver, BabsonLaw governing labor–management relations, organizations and representation of employees,regulation of economic weapons, enforcement of collective bargaining agreements,inter-union and intra-union relations. (Examination)6268 Employment Law (2 or 3) Selmi, DatzIndividual rights and obligations in employment; survey of common law and statutoryregulation of the individual employment relationship from its inception to its termination;emphasis on current developments such as wrongful discharge, medical screening,employer-provided health insurance and child care, occupational safety and health,workers’ compensation, and retirement issues. (Examination or take-home examination)6272 Employee Benefit Plans (2) Mackiewicz, MenascoPre-ERISA benefit plans, the federal labor law governing those plans, and the conditionswhich led to the passage of ERISA and its effect on Taft–Hartley plans. Practicalrealities of collectively bargained benefit plans; preemption of state law and interplay ofvarious federal laws; roles played by union and employer both in the context of individualbargaining of employee benefits and in the context of the employer and the unionas trustee of a benefit plan; rights of participants and beneficiaries under the plan andunder the collective bargaining agreement; rights and obligations of contributing employers;and termination and withdrawal issues, including plant shutdowns and bankruptcies.(Take-home examination)6280 Secured Transactions (2 or 3)Introduction to arrangements that improve access to credit for individuals, businesses,and governments. Traditional credit transactions, including signature loans and sales ongeneral credit, loans supported by collateral, secured credit sales and floor plan financing,leases, consignments, and credit card transactions. More complex transactions involvingthe securitization of mortgages, credit card receivables and automobile paper(structured finance), as well as loans supported by stock, bonds, and deposit accounts.The structure of transactions consistent with Article 8 and 9 of the Uniform CommercialCode and the benefits and risks inherent in these arrangements. (Examination)6282 Commercial Paper—Payment Systems (2 or 3) Maggs, PapezClassic view of negotiable instruments as codified by Article III of the Uniform CommercialCode. Check collection: the system in theory as expressed in Article IV of theUniform Commercial Code and the system in practice; Federal Reserve regulations,Clearinghouse agreements, and automation systems. The dual banking system, work ofthe comptroller general and the Federal Reserve Board. Legal problems concerning interestand the checkless society. (Examination)6283 E-Commerce (2) BurrU.S. law affecting electronic commerce. Formation and terms of electronic contracts;voluntary compliance with regulations by e-merchants; mass marketing and consumerprotection; payment on the Internet and cybercash; the jurisdiction of private parties tosue and of public authorities to regulate e-merchants; privacy; and intellectual propertyand taxation issues. (Examination)
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THE GEORGE WASHINGTON UNIVERSITYLAW
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The Academic Calendar 2012-20132012
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IndexAcademic evaluation: J.D., 13;
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Future Site ofGW MuseumOpening 2014
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