Columbia Law School offers a wide selection of courses and seminars in the area of commercial law and advanced contracts, as befits its location in the commercial capital of the United States and its long history of training lawyers to perform leading roles in the business and transactional worlds.  The Law School's curriculum in this area can be divided into three major categories.  First, students can select from a number of offerings that study the regulation and design of particular types of commercial transactions; these include the courses on Bankruptcy, Corporate Reorganization and Bankruptcy, Payment Systems, Real Estate Transactions, Sales Transactions, Secured Transactions, as well as the general course in Commercial Transactions, which offers a one-semester survey of many of these particular topics, with the particular combination varying from year to year.  This category also includes several courses that focus on international commercial arrangements, including International Commercial Arbitration and International Financial Transactions. 

Second, several courses focus on broader concepts and skills such as transactional planning that are implicated across the range of business environments.  These offerings include Corporate Finance, Deals, Financial Accounting and Statement Analysis and the Deals Workshop, which is taught by leading practitioners in cooperation with Columbia faculty and which is offered in several small sections.

Third, the curriculum includes a large variety of seminars that focus on specialized areas of commercial practice, many of which, due to their cutting-edge subject matter, are also taught by leading transactional practitioners. 

L6205 ADMIRALTY (2 pts)
(see Civil Procedure and Dispute Resolution)

L6537 ADVANCED BANKRUPTCY (2 pts)
(see Corporate and Securities Law)

L6536 BANKRUPTCY LAW
E. Morrison
Bankruptcy law is the law of last resort. It is used by individual consumers, small businesses, and multinational corporations when they are unable to keep current on their debts. The law provides a mechanism by which these "debtors" can wipe away debts and either continue life as before or terminate existing operations. The federal statutes, procedural rules, and judicial decisions that constitute bankruptcy law are constantly evolving. They evolve in response to changes in the kinds of debt that individuals accumulate (especially credit card debt), changes in the ways that businesses obtain loans, and changes in the ways that business owners, managers, and creditors bargain when a bankruptcy filing occurs.

This course surveys the lay of the land in bankruptcy law and highlights important areas where evolution is occurring or may soon occur. As we identify important legal landmarks, students will develop skill in interpreting statutes and analyzing business structures. Classic battles in statutory interpretation -- such as textualism versus purposivism -- are played out in many bankruptcy cases. We will also see that many of these cases are driven by unusual business structures that were designed, in part, to avoid or minimize the impact of bankruptcy rules.

L6232 CORPORATE FINANCE (3 pts)
(see Corporate and Securities Law)

L6233 CORPORATE REORGANIZATION AND BANKRUPTCY (3 pts)
(see Corporate and Securities Law)

L6107 DEALS (4 pts)
R. Gilson, V. Goldberg
The course will focus on the analysis of the contract documents memorializing a variety of interfirm business transactions. It is expected that about half the students will be from the Law School and half from the Business School. The course has both positive and normative goals. We hope to learn more about the patterns of contractual governance that have emerged with respect to different types of transactions: How do parties order their commercial interactions? Perhaps more important, we hope to be able to build on that learning to teach how parties may more effectively govern their relations: How should parties order their commercial interactions?

The course will be composed of two parts. The first, involving four to six weeks, is designed to introduce the students to the economic tools necessary to evaluate alternative contractual regimes, including transaction costs, information economics, risk sharing and incentives, property rights, and finance. Students also will work through some of the existing empirical work on contracting regimes.

The second half of the course will apply the tools developed in the first part to real transactions. Each week the class will consider a different real world transaction, with the particular transactions selected to give the students a range of subject matter so as to highlight a common set of problems that arises in all settings. For example, in one semester the class might examine a movie financing transaction, a real estate syndication, a venture capital transaction, and a joint venture agreement.

Each transaction will be allocated two classes. For the first class, a team comprising both law and business students will prepare readings that include the actual transaction documents, an overview of the legal and regulatory structure of the industry, and a description of the strategic and competitive characteristics of the industry. And the students will apply the analytic tools they have learned to understanding the structure of the transaction. In the second class, a presentation will be made by the lawyers and/or principals who actually participated in the transactions. The goal is to give students the opportunity to test how the class approach corresponds to the way those who "did the deal" understood it.

L6346 ELECTRONIC COMMERCE (3 pts)
R. Mann
This course will consider how developments in information technology affect commercial transactions. The three principal parts of the course will consider issues related to information (including rules for protecting information and privacy issues), various types of transactions in the electronic contexts (sales, website issues, payments, and lending), and cross-border dispute-resolution issues. For more information, a detailed Web site appears at www.utexas.edu/law/faculty/ecommerce

L6205 FINANCIAL STATEMENT ANALYSIS AND INTERPRETATION (3 pts)
(see Corporate and Securities Law)

L6545 GLOBALIZATION IN COMPARATIVE PERSPECTIVES: FOREIGN INVESTMENT IN EMERGING ECONOMIES (3 pts)
(see International, Foreign and Comparative Law)

L9061 INTERNATIONAL COMMERCIAL ARBITRATION (3 pts)
H. Smit
This course deals with various forms of international commercial arbitration. The International Arbitration Rules of the International Chamber of Commerce, the American Arbitration Association, UNCITRAL, and the International Center for the Settlement of Investment Disputes are given special attention. Problems of foreign and American law relating to the drafting of arbitration agreements, the conduct of arbitration proceedings, and the enforceability of arbitral awards are studied. The stress is on practical aspects. The aim of the course is to prepare for the actual conduct of an arbitration proceeding. Various writing exercises are included.

L6382 INTERNATIONAL FINANCE: LAW, MONEY, AND BANKING IN THE GLOBAL ECONOMY (2 pts)
(see International, Foreign, and Comparative Law)

L8032 INTERNATIONAL FINANCIAL TRANSACTIONS (3 pts)
(see Corporate and Securities Law)

L6272 LAND USE (3 pts)
(see Property, Real Estate, and Trusts and Estates)

L6386 PAYMENT SYSTEMS (3 pts)
R. Mann
Payment Systems is a general introduction to commercial transactions. It covers various ways of making payments ( checks, credit cards, debit cards, letters of credit, wire transfers, and electronic payment devices), transactions for borrowing money (notes and guaranties), and also negotiable instruments and securitization. Doctrinally, it covers Articles 3, 4, 4A, 5, 7, and 8 of the Uniform Commercial Codes, as well as ( among other things), major provisions of the Expedited Funds Availability Act, the Truth-in-Lending Act, and the Electronic Fund Transfers Act. Attendance and participation are expected.

L6922 REAL ESTATE FINANCE (3 pts)
(see Property, Real Estate, and Trusts and Estates)

L6483 REAL ESTATE TRANSACTIONS (3 pts)
(see Property, Real Estate, and Trusts and Estates)

L6282 SALES TRANSACTIONS: INTERNATIONAL AND DOMESTIC (4 pts)
C. Gillette
This course examines the law governing the domestic and international sale of goods as regulated by the Uniform Commercial Code and the UN Convention on Contracts for the International Sale of Goods ("CISG"). The course will emphasize the use of statutory default rules to define the commercial relationship and to allocate commercial risks. There will be explicit consideration of how legal doctrines distinguish among different types of commercial relationships, e.g., long-term contracts versus one-shot, discrete transactions. Specific topics include acceptance and rejection of goods, contract interpretation in business transactions, warranty liability, damage rules, risk of loss, and commercial impracticability. We will compare how the UCC and the CISG deal with these issues. We will also pay particular attention to long-distance transactions and the use of "rolling" contracts in Internet and other consumer transactions.

L6538 SECURED TRANSACTIONS (3 pts)
D. Rapson
This course examines the basic rules, concepts and techniques governing the attachment, perfection, priority and enforcement of commercial financing structured as a secured transaction in personal property under Article 9 of the Uniform Commercial Code. Secured transactions include sales of goods and services on credit where payment is collateralized by goods, loans secured by tangible and intangible personal property, and sales of rights to payment of money ("receivables").Analysis is made of the crucial distinction between a "true sale" and loan, a topic of special importance in the method of capital financing known as "structured finance" or "securitization." The primary focus of the course is on the revised version of Article 9 which became effective in all states in 2001---a complex statute that builds upon the original Article 9 drafted in the 1950's by making significant changes in scope, procedure and substance in order to reflect modern financing techniques, new sources of financing such as software, and technological developments such as those in electronics and electronic contracting.

Attention is given to the intersection of secured transactions law with bankruptcy under the Federal Bankruptcy Code, with emphasis on the avoidance powers of the trustee-in-bankruptcy under the "strong-arm," preference and fraudulent transfer rules. In addition, the intersection with suretyship law (guarantees and other forms of credit enhancement and support critical to the granting of credit) is examined closely.

The basic course materials are statutory and special emphasis is placed upon the distinctive analytical techniques needed for the proper interpretation and application of statutory rules. Decisional law under revised Article 9 is emerging and significant developments will be discussed as they occur during the semester.

L9467 SEMINAR: CONTRACTS, COLLABORATION AND INTERPRETATION (2 pts)
(see Administrative Law and Public Policy)

L9469 SEMINAR: ADVANCED TOPICS IN CONTRACTS AND COMMERCIAL LAW (3 pts)
A. Katz
This seminar will consider a number of advanced topics in contract and commercial law that, while theoretically and practically important, do not fit naturally into any of the existing upper-level course offerings in the area and do not at present warrant a regular course of their own. The specific topics covered will vary from year to year.

For the Spring 2008 semester, the seminar will focus on consumer contracting transactions. Topics will be chosen from among the following: rationales for consumer protection, unfair and deceptive sales practices, usury, warranties, credit reporting, bank deposit contracts, the Truth in Lending Act, consumer leasing, subprime lending, debt collection, contracting in cyberspace, and the special problems of ordinary contract remedies in the consumer setting.

The seminar will meet in weekly two-hour sessions throughout the semester. Regular attendance and participation is required; students may not miss more than one session without obtaining specific permission from the instructor.

The bulk of class time will be spent discussing the assigned readings, which will consist primarily of excerpts drawn from academic and practitioner journals and from other specialized publications, and which will average about 80-100 pages per week in length. For each week's reading assignment, students are required to submit a two-page discussion memo that either critiques one of the assigned readings or that identifies and analyzes a particular issue raised but not adequately addressed by the readings as a whole.

L9955 SEMINAR: CONSTRUCTION INDISTRY LAW: TRANSACTIONAL PRACTICE, DISPUTE AVOIDANCE AND RESOLUTION (3 pts)
R. Rubin, B. Quintas
This seminar is offered jointly with the Fu Foundation School of Engineering and Applied Science, and is open to both law students and graduate engineering students.

The course covers such topics as: selecting the appropriate delivery system for complex real estate development and construction projects; competitive bidding for public works construction; claims for changes-in-scope, delay and construction defects; default, termination and calling upon the performance bond surety to complete; professional ethics; defective design and engineers' and architects' professional liability; ADR and dispute resolution mechanisms. The seminar will be highly interactive, giving civil engineering graduate students and law students the opportunity to draw upon each other's educational background and to observe each other's approach to problem solving. The seminar will be structured around a fact pattern describing a complex (and highly troubled) construction project involving the extension of a subway line to a large housing development. The problems encountered in the fact pattern will implicate the legal principles discussed.

Each seminar will be divided between oral presentations and class discussion of issues raised by the reading materials, which will consist of appellate decisions, statutes, contract and bond forms, textbook, and professional journal articles. There will be five, 4 page papers on such topics as: what constitutes a cardinal change to a contract entitling one party to terminate; the constitutionality of the Mechanics Lien Law; and how to reconcile ethical dilemmas faced by engineers.

L8186 SEMINAR: CONTRACT THEORY AND COMMERCIAL PRACTICE (1-2 pts)
C. Gillette, V. Goldberg, R. Scott
This seminar will meet seven times in the fall and weekly in the spring. The goal of the seminar is for each student to test one or more of the insights of contract theory against the data -- actual commercial contracts that parties have drafted and used in practice. The fall sessions are designed to provide students a basic foundation in the theory of contract design, specifically focusing on how parties (and their lawyers) attempt to cope with the information problems that plague incomplete contracting. Topics during the first semester include analyses of how parties design contracts to overcome the ubiquitous problems of hidden information and hidden action, and how parties can design contracts to protect their specific investments and still adjust to an uncertain future.

Following the first seven sessions, each student will meet individually with the professors to select a research topic that seeks to explain (or refine) a particular theoretical proposition in the literature by testing it against a data set of actual commercial contracts.

In the second semester each student will workshop his or her research paper with the group. The objective of these sessions is help each student to produce a research paper of publishable quality and for the rest of the class to engage each of the research topics. The seminar thus may be of particular interest to students who contemplate an academic career in the future.

L8233 SEMINAR: CONTRACTS AND ECONOMIC ORGANIZATION (1 pt)
R. Scott
This one -credit seminar will offer students an opportunity to read and comment upon the scholarly papers and works-in-progress of leading scholars in the fields of contract law and contract theory. The seminar will meet seven times during the semester. Each session will consist of a presentation by the guest speaker followed by a discussion of the paper. Students will meet individually with the instructor prior to each seminar session to discuss the paper and will prepare short reaction/evaluation papers for each session. Students will be expected to participate fully in the seminar/workshop sessions.

L8183 SEMINAR: DEALS LITIGATION (2 pts)
W. Savitt
This seminar introduces students to the tactical and strategic complexities of litigation arising from contested mergers and acquisitions. The course draws on source materials such as merger agreements, tender offer documents, offer letters and related documents, as well as briefs, pleadings, and other court filings. The introductory class sessions introduce the course and frame the doctrinal and procedural basics of deal litigation. Subsequent course meetings explore the litigator's role in the negotiation, structuring and drafting of merger agreements; the complexities of advising deal lawyers on possible litigation outcomes in the face of doctrinal uncertainty; and litigation due diligence. The second half of the course canvasses the varieties of disputes that may emerge once an agreement is signed, working through four detailed case studies to illustrate paradigmatic takeover contest scenarios. During these case studies, students work in teams to design and test M& A litigation strategies. The course also features visits by M&A litigation practitioners and jurists.

L9253 SEMINAR: DEALS WORKSHOP: TRANSACTIONAL LEGAL STRATEGIES(2 pts)
(see Corporate and Securities Law)

L9752 SEMINAR: INFORMATION TECHNOLOGY LAW: NEGOTIATION OF COMPLEX INDUSTRY TRANSACTIONS (2 pts)
D. Zarfes
Information Technology is the engine of growth for the emerging economy. From B2B exchanges, to wireless/mobile computing, to e-marketplace web design and development, IT is changing the nature of business today. Accordingly, traditional legal concepts are under pressure to adapt to ever-evolving business models. This seminar provides an overview of complex IT transactions and the commercial and legal principles governing these transactions. Study materials will be drawn from actual contracts and other relevant materials, and emphasis will be placed on developing an understanding of the interaction of commercial needs and legal requirements, including those found in corporate, contracts, intellectual property, and other legal practice areas. Participants will develop an understanding of specific contractual, risk, and warranty clauses and practice pitfalls. From time-to-time, senior industry executives will join the seminar to provide "real world" experience. The student must have taken (or be taking concurrently) Corporation Law or receive instructor approval. The student's grade is based on periodic short written exercises (30 percent), take-home examination (40 percent), and class participation, including participation in mock negotiations (30 percent). Mr. Zarfes was, for many years, Executive Vice President and General Counsel of Cap Gemini Ernst & Young. He is currently Senior Counsel at Orrick, Herrington & Sutcliffe.

L9018 SEMINAR: INSURANCE LAW (2 pts)
T. Sear
The focus of this seminar is on the insurance coverage concepts and principles that are at issue in the increasing level of significant insurance litigation in the United States and that affect and determine the scope of insurance coverage provided to companies and individuals under standard form and manuscript policies. It includes a review of the basic types of insurance; fundamental insurance construction and interpretive analysis; the influence of minimal regulation and strong public and social policy considerations in the development of United States insurance law; the development of theories of construction apart from the language of policies; recent developments and expected future trends in insurance relating to the London market; environmental, toxic tort, and officers' and directors' coverages; and bad faith and duty of care issues. The course will also focus on providing an understanding of how to effectively counsel clients in recognizing and dealing with insurance issues. There is a take-home exam, but, at the student's option, a paper may be utilized instead of the exam.

L9065 SEMINAR: INTERNATIONAL BANKING AND FINANCIAL LAW (2 pts)
P. N. Kourides, P. Lee
This seminar will explore the legal framework within which international banks operate, with particular emphasis on U.S. laws and regulations and international accords to which the U.S. is a party. The semester will begin with a review of the "black letter law" of banking in the U.S. before moving on to more advanced topics. Throughout the semester, however, the focus will be on the application of legal principles to "real world" banking transactions and business planning exercises faced by international banks. Specific topics will include corporate finance and capital markets activities of banks (including securities offerings and the use of derivative instruments), international activities of U.S. banks, foreign bank expansion into the U.S., banking in the European Union, banking activities involving emerging markets, and the use of the internet and electronic commerce in the provision of financial services. Essential elements of the course are extensive case studies drawn from actual experiences in the business of banking. These case studies will be used both to illustrate how the general principles are applied in real life situations and to elicit the active participation of the students. All students are required to take a final examination. Students wishing to earn writing credit, in addition to taking the examination, must write a paper of approximately 15 to 20 pages on a topic to be approved by the instructors. These students receive an additional point of supervised research credit.

L8343 SEMINAR: INTERNATIONAL BUSINESS AND INVESTMENT TRANSACTIONS WITH CHINA (2 pts)
(see International, Foreign, and Comparative Law)

L9087 SEMINAR: INTERNATIONAL BUSINESS TRANSACTIONS IN LATIN AMERICA (2 pts)
(see International, Foreign, and Comparative Law)

L9110 SEMINAR: LAW AND SPORTS (2 pts)
R. Kheel
Selected topics from the history and current affairs of professional and amateur sports. This seminar considers both the background and present status of various antitrust issues, labor relations problems, tax matters and other areas of interest. Also considered are the structure and operations of professional sports leagues and amateur organizations, the authority of sports commissioners and other authorities, collective bargaining agreements with sports unions, grievance and arbitration processes, professional player contract matters, broadcasting arrangements, and legislation affecting sports. Attention is given to the special circumstances of sports and efforts to apply and adapt legal theory and practice to this unique environment. A paper is required.

L9270 SEMINAR: LAW AND THE FILM INDUSTRY (2 pts)
(see Intellectual Property)

L9272 SEMINAR: LAW AND THE MUSIC INDUSTRY (2 pts)
(see Intellectual Property)

L8187: SEMINAR: PRETRIAL COMMERCIAL LITIGATION (2 pts)
l. Jacobs, j. Velona
Most commercial lawsuits never get tried, either because they are settled beforehand or because one side wins a pretrial motion that decides the case. Thus, litigators must master the techniques of pretrial advocacy. This course builds those skills, so as to provide students with a good grounding before they enter practice, particularly at large firms. The class will be split into a plaintiff's team and a defendant's team, and the teams will litigate a commercial case from the filing of a complaint through summary judgment. Students will draft pleadings, discovery requests and motions, seek and oppose injunctive relief, make oral arguments and take and defend depositions. The simulation will be supplemented by short readings. The case will involve a recurring, real-world situation: the raiding by one firm of the key employees of a competitor. Students will learn aspects of substantive employment and commercial tort law as well as comparative federal and New York procedural law. The course will be graded based on completion of several short drafting assignments as well as class participation.

L8180 SEMINAR: PRIVATE INVESTMENT FUNDS (2 pts)
(see Corporate and Securities Law)

L9303 SEMINAR: STRATEGIC INTERNATIONAL COMMERCIAL TRANSACTIONS (2 pts)
M. Vecchio
This course is designed to introduce the student to several of the most frequently encountered types of strategic international business arrangements -- including mergers and acquisitions, joint ventures and strategic alliances, project finance, intellectual property licensing, and international private equity and venture capital transactions. We will compare and contrast deal elements common to international transactions regardless of type. In addition, we will look at how specific elements of the U.S. regulatory environment and foreign regulatory environments affect international transactions and will consider what kinds of barriers -- legal, financial, cultural, commercial, practical, and ethical -- businesses face in cross-border deals. What are the elements which make a transaction truly international? How do international transactions differ from purely domestic ones? What is the role of the lawyer in international transactions? This course is targeted to 2L, 3L, LLM and other postgraduate students who are contemplating a career in international corporate law. We will be taking a decidedly hands on, practical approach to international deal-making, which will include close scrutiny and examination of actual deal agreements and related documents. Students will be responsible for weekly reading assignments, class participation (including mock negotiations), preparation of a 5-page client memo, and a 15-20 page research paper on a topic of international business law as agreed upon with the instructor.

L8816 SEMINAR: TRANSNATIONAL BUSINESS & HUMAN RIGHTS (2 pts)
(see Human Rights)

L6221 COMMERCIAL TRANSACTIONS
This course studies legal problems arising in commercial settings, with a principal emphasis on those sections of the Uniform Commercial Code that govern secured transactions and payments systems -- namely, Articles 3, 4, 4A, and 9. A major goal of the course is to offer students an opportunity to build on the foundation curriculum in contracts and property, by working through some of the topics covered in those courses at a more advanced level. The course builds on the foundation offerings in two ways. First, it focuses on mastering provisions of the UCC -- a complex, detailed statute that provides an integrated and interrelated body of law with a distinctive philosophical approach. Second, it focuses on the activities of the commercial business sector -- a subcommunity of relatively sophisticated private actors, who typically bargain at arms' length, who are usually motivated by the goal of economic gain in designing their contractual arrangements, and who have the opportunity to obtain legal advice before making plans. Accordingly, the course should be of interest to students who want to develop their skills in statutory analysis and in understanding and planning business transactions.

The course also covers certain provisions of Articles 1, 2, and 2A of the UCC and of the federal Bankruptcy Code. Major topics include techniques of statutory analysis, the methodology and scope of the UCC, the business function of secured credit, notes, drafts, and related contractual and commercial devices, the creation of security interests and their validity against third parties, priority among rival creditors in the debtor's assets, creditors' duties of care and good faith, default and foreclosure, the effect of bankruptcy law on debtor and creditor rights, negotiability and the holder in due course, the rights and duties of parties to various payment systems including checks, credit cards, and electronic transfers, and the bank-customer relationship.