Columbia alumni routinely return to thank Professor Jeffrey Gordon for Advanced Corporate Law: Mergers & Acquisitions. The course, which examines corporate acquisitions from financial and transactional perspectives, encourages students to consider both macro and micro questions: What is the impact of large-scale transactions on the global economy? What motivates individual firms in these kinds of transactions? The answers, says Prof. Gordon, are continually changing as a result of globalization and contemporary court decisions.
"This class is for students looking for a deep per- spective on the way lawyers think about difficult problems," he says. "Good transactional lawyering creates value. Lawyers who can see the matter from the client's financial and strategic perspectives, and who also bring a sophisticated understanding of the legal alternatives and constraints, will almost invariably make a significant contribution."
Prof. Gordon often picks a current merger or acquisition and, with the class, follows press accounts of strategic choices being made day by day.
"I want to show students: ‘This could be you dealing with this problem. What would you do?'"
Black Letter Law/White Collar Crime
Black Letter Law/White Collar Crime draws on the combined expertise of Professor John Coffee—one of the nation's most cited experts on white collar crime—and Federal District Court Judge Jed Rakoff, who co-teaches the seminar. The course looks at high-profile corporate scandals, such as Enron and the Martha Stewart case, to help students understand how deep-rooted conflicts of interest can trigger crimes.
"These are not just criminal prosecutions but major crises in corporate governance," says Prof. Coffee.
Some class material is new each year, and Judge Rakoff often discusses his own past involvement in major cases.
The semester begins with substantive law and the primary federal statutes, such as mail and wire fraud, federal securities laws, and money laundering statutes. It moves on to corporate criminal responsibility and sanctions. Students consider essential questions: What is the role of a lawyer advising a corporation? How far can a prosecutor push his or her legal theories? And, as public morality shifts, should lawyers apply yesterday's morality to today's world? The class is one of the Law School's most exciting offerings.
Corporate Reorganization & Bankruptcy
"In a society that encourages credit, there has to be an escape valve for failure, and that is what corporate reorganization and bankruptcy provides," says Lecturer-in-Law Harvey Miller '59, a leading national bankruptcy expert.
Corporate Reorganization & Bankruptcy addresses the issues that result from operational stress, options available to a distressed business, requirements under the Bankruptcy Code, and ethical issues. It goes well beyond a basic course in bankruptcy, taking a broad perspective tied to all of commerce and industry.
"Where you have the possibility of business failure, it ripples through the whole community," says Mr. Miller. "It is really a socio-legal-economic subject matter, which makes it very interesting."
Mr. Miller assigns students to play the roles of directors, officers, and creditors, who negotiate with each other and the professor. He enlivens the course with current situations in the media.
Says Mr. Miller, "I love teaching and learn a great amount from the students."
Deals
The opportunity to work and think like a lawyer is offered in abundance in Deals. Through studying actual transactions, students learn the economic tools of the trade, how to conduct due diligence, and how to ward off unwise deals.
Reading materials consist of documentation from five different transactions, varying from year to year. They might include a movie-financing contract, real-estate syndication, venture-capital transaction, securitization, or joint-venture agreement.
"If one understands the underlying economics, one can find common elements in this seemingly diverse set of transactions," says Professor Victor Goldberg, who co-teaches with Professor Ronald Gilson.
Toward the end of the course, teams of students give two-hour presentations on the transactions they've studied, after which the lawyer responsible for the real-life transaction presents the deal to the class and answers questions.
"Law schools have generally focused on the litigation side of the practice, but it turns out that a substantial number of graduates will be doing transactional work," says Prof. Goldberg. "This class provides a theoretical and practical experience for people engaging in the transaction side."
Deals Workshops
A complement to the Deals course, the Deals workshops explore the lawyer's role in structuring and imple- menting business deals that promote client interests in a complex regulatory environment. The workshops augment the traditional law curriculum with transactional skills that, traditionally, have been learned on the job. Overseen by Senior Research Scholar Charles Whitehead '86, the workshops are taught by working professionals with unmatched experience in deal structuring and negotiation.
In The Art of the Deal: Mergers & Acquisitions, Trevor Norwitz '99 and Igor Kirman '96, partners at Wachtell, Lipton, Rosen & Katz, present a broad curriculum covering deals from public company mergers to private-asset and stock purchases. The two bring a taste of Wall Street deal-making into the classroom.
"Our goal is to help students decide whether trans- actional work is for them and enable them to hit the ground running when they start," says Mr. Norwitz.
Using examples from their own sophisticated M&A practice, the professors create simulated negotiations, with student teams drafting and negotiating agreements. Mr. Norwitz and Mr. Kirman act as clients and provide tactical counsel.
"A lot of what we do in our practice, because of time pressure, is ‘battlefield surgery,'" says Mr. Kirman. "For us, teaching is a real pleasure because it forces us to think about the topics in a more focused yet comprehensive way."
That sentiment is echoed by Lecturer-in-Law Arthur Kaufman '71, a corporate partner with the firm Fried Frank, who was among the first practicing attorneys to teach the workshop.
"The ability to work through these problems with students of so much ability and such differing backgrounds has been a lot of fun," says Mr. Kaufman.
Lecturer-in-Law Elizabeth Wang '90 has been doing deals since graduation. As senior vice president and general counsel for DoubleClick, the Internet marketing company, she masterminded 15 acquisitions and several divestitures. Ms. Wang has built her syllabus from her own experience.
In class, a fictionalized company undertakes two deals—a strategic alliance and a corporate acquisition—that unfold in real time in a recognizable business context. As students work from materials drawn from SEC filings and acquisition agreements, they are introduced to the environment in which legal and business decisions are made.
"The skills taught in this class apply broadly," says Ms. Wang, "All corporate lawyers need to know how to understand their client's goals, assess risks, negotiate and draft to resolve business and legal issues, and communicate so that their clients listen."
Other Deals workshops are taught by James J. McHugh, former vice president and associate general counsel at Goldman Sachs; Ilan Nissan, a member of the M&A/private equity practice at O'Melveny & Myers; and Scott Semer '97, a partner in the tax group at Davies Ward Phillips & Vineberg.
Globalization in Comparative Perspective
Ultimately, globalization is local, and Globalization in Comparative Perspective aims to explain the importance of a nation's own legal institutions in a globalized economy. Co-taught by Professor Katarina Pistor and former investment banker Tamara Lothian, the class focuses on banks entering emerging markets in nations such as Russia, Mexico, and India.
"Understanding the ‘black letter' law is the easy part," says Prof. Pistor. "The hard part is dealing with local policymakers, who must be able to pursue their own objectives within the constraints of the WTO, international law, and their dealings with large, powerful players. Lawyers who understand the cultural background to these kinds of transactions can help structure transactions in a more valuable way."
The course includes role-playing among students who represent policymakers and institutions from both Western countries and nations with emerging markets.
Information Technology Law
As technology drives the emerging international econ- omy, traditional legal concepts are under pressure to adapt. What expertise must lawyers possess to work in this transitory environment? Lecturers-in-Law David Zarfes and Neil Bletcher, respectively executive vice president and general counsel, and assistant general counsel, of Cap Gemini Ernst & Young, bring to Information Technology Law a wealth of experience with transactions from their company, which represents the union of Europe's largest consulting firm and America's largest accounting firm.
"That translates to work with complex outsourcing arrangements involving large workforces, particularly within the health care, financial services, and utilities industries," explains Mr. Zarfes.
Information technology agreements often touch on real estate, tax, labor, intellectual property, and export controls law. They also raise questions of risk management.
In class, students negotiate outsourcing and other IT service agreements. The adjunct professors focus on how problems are anticipated and how an agreement is implemented. They also explore how intellectual property rights are addressed when a management consultant develops custom software code to meet the needs of the client.
Law & Economics
This seminar enables students to participate in current debates in the field of economic analysis of law. Each session features a leading scholar, generally from another university, who presents a paper that is a work in progress. Students read the paper and write a critique in advance of each presentation.
"For students interested in an academic career, this is a great introduction to leading scholarship on the frontier of law and economics," says Professor Edward Morrison, who teaches the class with Professor Merritt Fox. "For others, the seminar offers an exciting venue to apply economic theories encountered in law school to current legal problems, longstanding doctrinal puzzles, and other issues of law and policy."
In one recent session, for example, the guest speaker presented a theory explaining the structure of "agreements to agree." The theory, it was argued, could help courts identify the parties' obligations under these agreements. After the presentation, students joined faculty from the Law School, Business School, and Economics Department in debating and challenging aspects of the theory.
Papers like this "help students understand and anticipate how judges make decisions," says Prof. Morrison. "It's a way to develop an intuition for the law and its structure."
Nonprofit Organization/Small Business Clinic
The goal of this clinic, taught by Professor Barbara Schatz, is to help students to become effective and ethical lawyers by providing high quality transactional representation to non-profit organizations and small businesses. The clinic's non-profit clients include a wide range of community groups and arts organizations, both start-ups and mature organizations.
The small business clients of the clinic run the gamut from family day care providers and chefs to jewelry designers, music teachers, and cleaning contractors, many from low-income communities and all unable to afford market rates for legal services. Typical projects include helping entrepreneurs to choose and form appropriate business structures, enter into leases and other contracts and comply with regulatory requirements. In some semesters, students also offer seminars and workshops for entrepreneurs on corporate, tax and regulatory issues.
Casework begins after several weeks of preparation. The year-long format permits students to represent a variety of clients with many different kinds of needs, to handle their matters with increasing autonomy and confidence and to explore policy issues relating to non-profits and small businesses. An additional aspect of the clinic involves helping students to achieve personal goals related to becoming professionals, e.g., becoming more assertive, learning to collaborate with a partner, improving time-management, improving ability to work with people of different age, sex, race and economic status.
Seminar on Deals Litigation
The Seminar on Deals Litigation—possibly the first course of its kind at any law school—presents an unusual twist on a familiar topic: How the prospect of merger and acquisition litigation shapes the terms of deals and how litigation can be used as a tool to achieve corporate objectives. Both adjunct professors, Rachelle Silverberg and William Savitt '97, are litigators at Wachtell, Lipton, Rosen & Katz.
"Corporations are increasingly subjected to difficult, complex litigation challenges," says Mr. Savitt, "so there is a real need to educate students about what's going on in the relevant world."
The seminar blends doctrinal analysis with the practical aspects of litigating deal disputes. Using case studies, students assume the role of litigators in various types of M&A transactions, such as a hostile takeover. Drawing on both the relevant case law and actual litigation practice materials, students advise on deal terms, devise litigation strategy, write brief sections, and argue their positions.
Seminar on International Banking & Financial Law
Nicholas Kourides '71, managing counsel for all American Express companies, and Paul Lee, a partner with Debevoise & Plimpton, provide an insider's view into the fascinating world of international banking. The class begins with the fundamentals of U.S. banking law and moves on to discuss issues such as banking law in the European Union and international governmental groups involved with banking. It also addresses e-commerce and e-banking, derivatives and how they are used globally, corporate finance, and conflicts of interest.
Students receive case studies one class period prior to class discussion, when they are divided into groups and respond to questions fired off by the teachers. The class often includes LL.M. candidates who have practiced banking law or have worked in bank regulatory agencies in their home countries.
"The LL.M. students' approaches to banking issues adds to the richness of the exchange of views," says Mr. Kourides. He adds, "The seminar has always been rather nontraditional. The point was not just to teach black letter banking law, which is very complex and abstract, but to provide case studies that illustrate the application of banking laws to real-life situations."
Seminar on Private Investment Funds
It is not often that Columbia Law students have the opportunity to invest $100 million of the university's several-billion-dollar endowment in private equity. So they need to undertake careful research, looking deeply into the integrity and track record of the investment manager seeking their capital.
The Seminar on Private Investment Funds offers students such a scenario, in which a real private equity firm pitches its investment fund to the class, which plays the role of Columbia trustees.
Lecturer-in-Law Michael Nissan, of Weil, Gotshal & Manges, and Sherri Caplan, of Debevoise & Plimpton, begin with an overview of private equity and hedge funds. Then the seminar delves into legal areas such as securities law, regimes of regulation and how funds obtain exemption from them, and taxation.
In another role play, students act out situations based on the papers they have written involving a partnership agreement.
"Where the students really have fun," says Mr. Nissan, "is when they come into the Weil, Gotshal offices, are put in teams of ‘limited partners' and ‘general partners,' and negotiate against each other on the very issues they wrote their papers on."
Taxation of Financial Instruments
Few law schools offer courses on derivatives because few lawyers understand the topic well enough to teach it. Yet the use of this type of contract has increased dramatically since the 1980s.
"Derivatives are complicated but perform a valuable function," says Professor Alex Raskolnikov. "Part of the course is about understanding what they are and what kinds of risks they cover."
If you buy an asset abroad, for example, it presents two risks: the value of the asset itself and the exchange rate. If you want to reduce your risk, you can enter into a derivative arrangement with a bank.
The U.S. Treasury and tax lawyers struggle with how to tax derivatives because they are similar to, but not the same as, stocks and bonds.
"Thinking about how to tax them really helps you understand them," says Prof. Raskolnikov, a tax law specialist.
While the class is nothing short of challenging, "the fun part," he says, "is getting students worked up about how derivatives can lead to outrageous abuse but also serve a legitimate business purpose. Attempts to walk the fine line are mind-numbingly complex."
Black Letter Law/White Collar Crime draws on the combined expertise of Professor John Coffee—one of the nation's most cited experts on white collar crime—and Federal District Court Judge Jed Rakoff, who co-teaches the seminar. The course looks at high-profile corporate scandals, such as Enron and the Martha Stewart case, to help students understand how deep-rooted conflicts of interest can trigger crimes. 
A complement to the Deals course, the Deals workshops explore the lawyer's role in structuring and imple- menting business deals that promote client interests in a complex regulatory environment. The workshops augment the traditional law curriculum with transactional skills that, traditionally, have been learned on the job. Overseen by Senior Research Scholar Charles Whitehead '86, the workshops are taught by working professionals with unmatched experience in deal structuring and negotiation.
Ultimately, globalization is local, and Globalization in Comparative Perspective aims to explain the importance of a nation's own legal institutions in a globalized economy. Co-taught by Professor Katarina Pistor and former investment banker Tamara Lothian, the class focuses on banks entering emerging markets in nations such as Russia, Mexico, and India. 
This seminar enables students to participate in current debates in the field of economic analysis of law. Each session features a leading scholar, generally from another university, who presents a paper that is a work in progress. Students read the paper and write a critique in advance of each presentation.
It is not often that Columbia Law students have the opportunity to invest $100 million of the university's several-billion-dollar endowment in private equity. So they need to undertake careful research, looking deeply into the integrity and track record of the investment manager seeking their capital. 
Few law schools offer courses on derivatives because few lawyers understand the topic well enough to teach it. Yet the use of this type of contract has increased dramatically since the 1980s.