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Home , Corporate law

“I am interested in . WHAT COURSES SHOULD I TAKE?”

DAVID V. SNYDER Thinking about the typical areas of practice • Corporate deal mainly with the organic Professor of Law will probably help. Lawyers whom laypeople functions of business entities: forming business might call “business lawyers” or “corporate entities, buying other business entities (that’s You probably want a list of courses, right here, lawyers” tend to distinguish a few types, some M&A), issuing securities, complying with right off the bat. I will give you some lists, but of which overlap, such as: (a) corporate, or corporate and securities law requirements like realize that not everyone should have the same list, corporate and securities; (b) M&A (i.e., mergers filing annual reports, quarterly reports, making plus (you know this already) you have to make and acquisitions); (c) commercial; (d) appropriate securities disclosures, and not least, your own list. On top of that, different ; (e) real ; (f) . Outside of getting the exempted from as many of knowledgeable people would give you different transactional practice, there is a large world of those requirements as possible. lists and priorities. So you need to start with the commercial litigation, where lawyers deal with • Commercial lawyers do the deals that are not realization that just as various students have many of these same issues but from a litigation organic. Companies make as part of their varying interests and outlooks, so do various standpoint. Sometimes, practice is more business, and commercial lawyers deal with these. professors. What follows are just my own views, regulatory, especially (but not exclusively) in A lot of them involve financing, including and I would encourage you to get others. Anyway, Washington: bank is among the financing. A commercial will do the deal if I think you need to start with some basic most obvious, but in very real ways you would the is buying a new set of equipment, or knowledge, so read the first sections first. Then probably consider as business lawyers many needs a loan (and virtually all operate you’ll get my lists. people who practice in , on credit, so this is constant work), or sells an communications law, , and airplane, or needs a form drafted for sales of STUFF YOU NEED TO KNOW intellectual . Of course labor and goods, etc. 1. You do not need to have any background in or law is crucial to businesses as well, • Bankruptcy lawyers not only represent clients who knowledge of business to be successful in studying or and antitrust issues arise in a variety of ways. are bankrupt, but they largely represent practicing business law. You can learn what you On top of all of that, almost all of these subjects trying to get money out of the bankrupt company. need to learn. There are countless business lawyers exist in international practice too. They negotiate and document deals to reorganize (most of them? nearly all?) who will tell you this. The listing of the Business Law Curriculum is companies in bankruptcy. They also work on It’s true. If you’re curious, as an undergrad I did organized largely by practice areas, and you deals and law suits where there is concern about medieval history. (I’m not kidding.) can consider courses under many of these bankruptcy. Once someone files a petition in 2. “Business law” means lots of things, and nothing. rubrics. Roughly, here’s what they mean. bankruptcy, everything changes. Bankruptcy It is not a term generally used by practicing (Keep in mind that these are not defined legal lawyers are experts in that specialized world. lawyers, at least not among themselves. And when terms, and different lawyers may use different • Real estate has obvious meaning. Also keep in they say “corporate law,” they don’t use that as a words; I am trying to capture only the mind that there can be a hefty component of substitute for business law; it means something elementary ideas here. Realize also that a fair as well as planning, zoning, and the like. more specific. You need to be more specific too. number of lawyers will work in more than one of these areas.) • Tax is also self-explanatory, but you should UCC courses. The Sales course covers sales of bankruptcy law works, you cannot plan properly, realize also that tax lawyers are always involved goods, focusing on Article 2 of the UCC. It is even if you do not plan to practice bankruptcy law. in major deals. drives everything. particularly important for people whose 1L There are two other important things you should • Commercial litigation includes a large number of Contracts course did not include much Article know about Bankruptcy. First, like tax, you will practice areas. Some major ones: litigating the 2, or who had a tough time in Contracts. In really like the course, perhaps to your surprise. It is mergers that go bad, or that involve jilted suitors; addition, students who liked Contracts often about how the law deals with one of the most basic disputes; antitrust; unfair practices enjoy Sales; the courses are similar. Sales can be problems of our society, and it is rife with social and enforcement; securities taught two ways: fairly straightforward, often policy decisions. The politics can be sharp and litigation and arbitration. in two credit hours, covering the basics; or interesting. It is also very practical and immediate, • The rest you can figure out for yourself. And alternatively, going into depth into the most which adds further appeal. Second, again like tax, if there are obviously specialties I haven’t included. interesting, difficult, and (for litigators) you practice in the area, you will become a member practical problems of Article 2, which makes the of a specialized . The lawyers know each other, COURSES, WITH EXPLANATION course considerably harder and which is often and are sometimes on the same side of a bankruptcy Courses everyone should take done in three credit hours. Many teachers try to and sometimes not. That means the lawyers have to Everyone should take Business Associations strike a balance between the two, although such play nicely together, and they do. Ironically enough, ( and other business entities), Federal compromises can be messy. At least they were it is a quite pleasant area of practice. Also, its Personal Income Tax (the basic tax course, which when I tried them. practitioners are devoted to the subject and tend to covers the key concepts applicable beyond While Sales is sort of like Contracts, have a scholarly outlook at the same time that they individuals), and Secured Transactions (to a large Negotiable Instruments is often seen as totally have a pragmatic perspective on negotiating hard degree, this is about the law of lending and is different from everything else you learn in law deals when there is not enough money. crucial since we live in a credit economy—but let school. The concept of negotiability (which I’m Securities Regulation is something you have to take me disclose that I teach the course so I’m probably not going to try to explain here) and the if you’re interested in corporate law. Securities are biased). Everyone should take them. Everyone. amazing effects that third parties can have on how businesses raise much of their money. You have Your mom and dad and your grandparents should what began as a two-party transaction are ideas to know how the system is regulated, and it is highly take them too, if they haven’t already. you really don’t learn elsewhere in law school regulated. By the way, you are going to like tax even although they come up in a surprising number is another basic course in though you don’t think so at the moment. I’ll tell of classes. Negotiable instruments law has been corporate law. How is it, exactly, that the businesses you now that it is a course in social policy (not worked out over centuries, and many students raise money? How do you think about a debt ) and is amazingly interesting and cool, find the law (and the course) satisfying because transaction versus an transaction? These are even though you won’t believe me. “No, maybe of its tight system of rules. In addition, because essential questions. They are answered in this for other people, but not me!” you’ll say now. students find it so different, they sometimes like course. After you take it, though, you can come tell me that to take Negotiable Instruments for bar More tax courses. If you want to be serious about I was right, and you can take me to lunch to say preparation, usually figuring that the concepts corporate law, you will need more than the basic tax you’re sorry for ever doubting me. are hard to pick up in a bar prep course. course. Tax drives deals in ways that are scarcely Bankruptcy. Many business lawyers (except imaginable, and that is also true of entity choice. If Other basic courses perhaps commercial litigators) consider you really want to get it, you should take Federal Often people are looking for a list of core courses, Bankruptcy a basic, even a crucial, course. Corporate Income Tax and also Tax. with the idea that study centers on them and then Bankruptcy is what you’re planning against (Much planning is involved to achieve partnership builds out into more specialized areas. That is when you do a deal. If someone goes bankrupt, tax treatment.) All of this applies, but to a lesser sensible enough. Here is my take what are the Bankruptcy Code kicks in and changes degree, for commercial transactional lawyers. arguably core business courses. everything, including what the contracts say General business knowledge. You ought to be able to and what the deal is. If you do not know how understand financial statements, which means that 2 you need to pick up accounting somehow, if you practice. This is a special opportunity at WCL, 3. Conflict of don’t have it already. There are courses you can and you should think about taking advantage take here (Law and Accounting), or you can take a of it. FREQUENTLY ASKED QUESTIONS Business School course. This is easy to put off, but Specialized areas. I am not going to say any How do I choose if I don’t know what specialty I want to don’t. Take it seriously, and it will pay rich more about them. Read the part in the pursue? Easy. Start with courses everyone should no matter what area you choose. This is beginning where different areas of practice are take. Plus, do what sounds interesting. You will get just as true for commercial litigators as discussed, then look at the listing of the to know more as you study more, and then you can transactional lawyers; you will never figure out Business Law Curriculum. You will find what assess better what is likely to interest you. damages in commercial cases until you can read you want, I think. If you don’t, let me know. If When should I take which courses? Take BA as soon the financial statements. you convince me we should have another as possible. It is a prerequisite for other important A fair number of people would probably tell you course, I will try to make it happen. courses. Take Securities Regulation right after BA. to think about taking Antitrust too. I never took it If the specialty that interests you has a Also take basic Tax as soon as you can manage (but and am unfortunately ignorant. I know enough to significant regulatory component, almost every note the general advice at the end). Take Secured regret, with some frequency, not having taken the law professor will tell you to take Transactions, if you can, in the second year. Take course. Still. . Creditors’ and Bankruptcy at the same time as . International business Secured Transactions or right afterwards. Give practice works a bit differently, but many lawyers LISTS yourself a chance to fall in love with tax or who work in the area will tell you that the first, Courses you really should take bankruptcy (you wouldn’t believe how many people most important thing is to be a master of your own 1. Business Associations this happens to). If it happens, you’ll want time left domestic system. Even if you want to do 2. Federal Personal Income Tax in law school to take the more specialized courses. international work, be sure to cover the basics of 3. Secured Transactions Should I take such a vocational approach to course U.S. law (on which see the advice above). To that, selection? Not necessarily. For starters, even if you add the international piece. International Business Courses you probably should take (although you think you know what you want to do, you are Transactions is the basic course, and it is a survey might not fit all of them in) probably wrong. You can’t know this now. Tell me covering a smattering of various areas. For that 1. Securities Regulation (the most important in six or eight years whether you are doing what you reason, many students like to take it first, and then course on this list) thought you would do when you were in law school. branch out into the specialties. That makes sense, 2. Corporate Finance (really important for You won’t even say; you’ll just laugh. Given this although it is not entirely necessary. Aside from transactional lawyers) reality, not to mention the changing nature of the IBT, make sure to take and at least 3. Creditors’ Rights and Bankruptcy (really law, law practice, and hey, the whole world, too I. You should also take important) narrow an approach may well be misguided. , at least if it is being taught with 4. Sales On the other hand, most law school courses are not a component (i.e., to provide serious 5. Negotiable Instruments as narrow as all that. They are generally taught by coverage of subjects like contracts) and addresses 6. Antitrust thoughtful faculty who design their courses to cover the key differences between and common 7. Federal Corporate Income Tax areas in a way that reaches further than the next few law systems. 8. Partnership Tax years, with enough deep concepts to carry you If you are interested in international practice, 9. Law and Accounting, if you don’t have any through many changes. Now it is true that they still consider looking into the Center on International accounting knowledge—in which case you are not as broadly applicable as, say, Shakespeare, Commercial Arbitration. It is one of the leading really have to take it but this isn’t college anymore. It’s not that you centers in the world (and probably the best in the should ever stop reading Hurston or Tolstoy or Eliot, ), and international commercial For and certainly not Dickens, but it is time to start arbitration is a significant and growing area of 1. International Business Transactions thinking about making a living, and what you take in 2. International Trade I law school is probably relevant not only to your 3 likely eventual practice but also your chances of how much better you can learn by doing rather getting a job. than simply reading about it. Plus, the clinical FINAL WORDS If you’ve been paying attention, you will see that program at WCL is, without debate, among the • Rule #1: Don’t freak out. Don’t freak out over I have given you reasons why and why not to take best in the nation, maybe the best in the world. scheduling any more than over exams, getting a vocational as opposed to a liberal arts approach to The only debate is whether we’re #1 or #2. called on, or anything else. your . What good does that do you? (Right answer: We’re #1.) It’s smart to take • Get advice from lots of knowledgeable people, like It means you get to choose. Do what you want, advantage of the best things that a place has to profs you like and lawyers where you work over and do what sounds good, and comfortable. You offer, whether you’re talking about food at a the summer. will have job prospects in mind, I do not doubt, but restaurant or courses in school. And the best • Every semester, take at least one class that you you will also keep in mind the broader interests clinics put together the academic with the real really, truly, in your heart of hearts are dying to you had before you came to law school. world in a setting that gives you genuine take, even if it doesn’t fit with your career goals, Should I do a clinic or some other experiential experience. That’s a lot to love, and a lot of bar preparation, father’s advice, etc. learning? Experiential learning can be valuable for work, so you get a lot of credit. If you want to • Don’t take too many big hard courses all at once. obvious reasons. How much time you devote to it do 14 credit hours, you can, but you can also do What are the big hard courses? I would guess that in law school is a personal decision that you will a one-semester clinic: the Tax Clinic is 6 credit basic Tax and both fall into this category. have to make for yourself. You are presumably hours and the General Practice Clinic is 7. So might BA, but I’m not sure. Students who have accustomed to multifactor balancing tests by now, Choose an alternative experience, or an taken the classes are your best source of so let me give you some factors. additional one. A wealth of internships and information on this. Don’t do a clinic. You only have three years in externships are available in Washington, and • Take BA and Federal Personal Income Tax as soon law school, and you can only choose roughly they offer excellent chances for experiential as possible because they are prerequisites for so eighteen of your courses. We have about 150 learning. A few field components are also many other courses, but keep in mind the previous courses in business law alone—a sensational range available, particularly in securities and real point. of choices—and you will want and need to do other estate. In addition, some paying jobs offer • Look at the subjects tested on the bar in the state things as well, so you have to spend your choices excellent experience in business-related areas of where you plan to take the exam. carefully. Clinics can require a significant practice, and I find my students who are • Take good professors, and professors that are good commitment of time and intellect, sometimes an clerking for firms, businesses, and agencies for you. Who exactly? You know I can’t say. Talk enormous investment (a year-long clinic can take often have insights and questions that they to profs, and listen to other students. 14 credit hours). Plus, you’ll have the whole rest of would never see otherwise. Also, let’s say it: • Take advantage of some special opportunities (e.g., your life to practice law, and you should enjoy the Going to law school in Washington is a the Center on International Commercial chance for a purely academic experience now, as special—no, extraordinary—opportunity. Arbitration, the clinics, or placements at this is probably your last chance, ever. Where else can you do field placements, institutions like the SEC, the CFTC, the State Do a clinic. Not everyone likes law school all externships, or the like at places like the SEC, Department, and so on). that much. At all. Many of those people eventually the CFTC, or the State Department? love practicing law. Why not bring on the love There are many options, and you need to now? Clinics give you that chance. Not to mention figure out what is best for you.

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