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Business Law Certificate Program
The Business Law Certificate Program allows students to explore a broad range of business related topics with a focus on corporate and commercial law.
To receive the Business Law Certificate, students must complete all of the certificate requirements and all of the requirements for the JD degree. Students intending to complete the requirements for the Business Law Certificate are subject to all of the law school's academic policies, including rules governing enrollment priorities.
Course Requirements
To earn a Business Law Certificate, a student must complete at least 15 units of approved course work in the subject area. The course work must include Corporations and at least one core course from the corporate area (Antitrust or Securities Regulation) and one core course from the commercial area (Commercial or Secured Transactions). Any remaining units (to reach a total of 15 units) must be completed by taking additional core courses and/or courses selected from the list of approved Business Law Certificate elective courses. Note: the curriculum below is subject to change and not all courses are offered every year.
| Required Courses | Units |
|---|---|
| Corporations | 4 |
| A basic course in corporate law, including the concept of the entity and its liabilities, management, promotion, financing, and organization. Coverage includes the issuance of shares, elections, and the proxy system; control devices and special problems of the close corporation; derivative suits and basic securities regulation. | |
| Corporate Core : Antitrust Law OR Securities Regulation | 3 |
| A study of federal and state laws promoting a free market economy. The course also considers some aspects of the competition laws in their international application including the laws of jurisdictions outside the U.S. The focus is on legal prohibitions against price fixing combinations, restraints of trade, monopolization of markets, and anti-competitive mergers. The main laws studied are the federal Sherman Act, Clayton Act, and Federal Trade Commission Act. Emphasis is placed on the ability to evaluate the antitrust risks present in proposed business and marketing plans. | |
| An introduction to the Securities Act of 1933 and the Securities and Exchange Act of 1934. The course focuses on disclosure obligations relating to the distribution and trading of securities in the United States. Topics include the offerings of securities, anti-fraud provisions, insider trading, and exceptions to the disclosure requirements. Pre-requisites: Corporations (required), Administrative Law (recommended). | |
| Commercial Core : Commercial Transactions OR Secured Transactions | 3 |
| A basic introduction to Commercial Law surveying, primarily, Articles 2, 3, and 4 of the Uniform Commercial Code. Coverage includes an examination of the reciprocal rights, duties and responsibilities of sellers and buyers of goods. The course also examines the payment system, focusing on the principles of commercial paper and bank deposits and collections, including the relationship of the commercial bank and its customers. | |
| A survey of the law related to the use of personal property as security in both commercial and consumer credit transactions. The focus is on Article 9 of the Uniform Commercial Code, with an exploration of the purpose and scope of Article 9 and the difference between secured and unsecured credit. Transactions where lending is based on equipment, inventory and receivables, intellectual property, agricultural assets, and consumer assets, including automobiles, investment property and deposits accounts are discussed while examining attachment and perfection of security interest, priority among conflicting creditors, and debtor's rights and creditor's remedies. | |
| Elective Courses | |
| Accounting for Lawyers | 3 |
| This course will provide a technical and conceptual foundation in financial accounting skills which are relevant for attorneys who advise business entities. Accordingly, this course will emphasize the interpretation and use of financial statements and accounting schedules in the practice of law and their related legal implications. This course will be very different from most tradition Law School courses which typically employ an extensive study of relevant case law; instead, this course will primarily focus on interpreting relevant accounting pronouncements and concepts. | |
| Administrative Law | 3 |
| This course considers the relationship between agencies and the other branches of government, the rulemaking and adjudicatory procedures by which agencies implement congressional statues, and the role of the courts in reviewing agency actions. The course will examine the tension between allowing agencies the flexibility to manage complex regulatory and benefit programs efficiently, while at the same time ensuring fair treatment and accountability to those they serve. For anyone considering practice in a regulated area, like Business Law, Corporate Law, Employment or Labor Law, Environmental Law, Poverty Law (etc.), the course provides essential insights into the regulatory process and agency operations. | |
| Antitrust and IP Law | 2 |
| The course will address the relationship between antitrust and intellectual property law, including a summary of those related laws. | |
| Bankruptcy | 3 |
| A study of creditors' rights and debtors' protection under the Federal Bankruptcy Code. The course provides an overview of liquidation and reorganization, both for individuals and corporations. Debtor-creditor relations under state law are also considered, both as an alternative to bankruptcy and as they relate to proceedings in bankruptcy. | |
| Construction Law | 3 |
| A class that provides a broad, basic understanding of construction law including methods of contracting and issues in the context of construction disputes. | |
| Corporate Governance | 3 |
| An exploration of the issues and principles related to an organization's corporate governance, focusing on the interrelationship of an organization's shareholders, directors and management. The course surveys and analyzes recent changes to organizations' corporate governance structures and operations; the roles, duties and legal liabilities of an organization's directors and officers; and the increasing federalization of areas of corporate governance that traditionally had been governed under state corporation law. Particular emphasis will be given to the Sarbanes-Oxley Act of 2002. | |
| Corporate Taxation | 3 |
| An in-depth study of the federal taxation of corporations and their shareholders. Coverage includes formation and capital structure; dividends and other distributions; redemptions, liquidations, and reorganizations; elections under Subchapter "S"; and some special problems affecting professional corporations. Pre-requisite or Co-requisite: Federal Income Taxation | |
| Corporate Transactions | 3 |
| This course examines the legal issues involved in several typical corporate transactions. Students are introduced to the "deal" process, substantive legal issues and deal terms, and then gain hands-on experience reviewing agreements and drafting documents related to corporate formation, ancillary matters, equity and debt financings, an asset sale transaction and a merger transaction. The class includes instruction on the process and components of structuring and effecting corporate transactions, with an emphasis on practical application. Prerequisite: Corporations; Recommended: Securities Regulation. | |
| Employment Discrimination | 3 |
| A survey of federal law prohibitions against, and remedies for, employment discrimination, including discrimination on the basis of race, ethnic origin, sex, age, and disability. The principle focus is on Title VII, the Age of Discrimination in Employment Act and the Americans with Disabilities Act, but California Law is also discussed. Among the issues covered are: the nature and proof of discrimination, justifications for discrimination, harassment as discrimination, the "reasonable accommodation" requirement, and innovative approaches in the field. | |
| Employment Law | 3 |
| Students explore advanced topics in employment law, as well as the process of writing academic papers. Each student prepares a paper on an employment law topic of their choice and presents it to the class during the term. Prerequisite or Co-requisite: Employment Law, Employment Discrimination, or permission of the Professor. | |
| Financial Regulatory System | 2 |
| This seminar will examine existing financial entities, their functions and their existing regulators and legal framework for regulation. Failures by regulators which contributed to the present economic crisis will be discussed. Current proposals to change the legal framework of regulation emanating from the Administration, Congress, the states, international institutions and third parties will be considered. Other regulatory systems in Europe and Asia may be compared. The focus will be for the class to examine and consider the alternatives and develop recommendations for a new financial regulatory system. Seminar participants will prepare and discuss papers of approximately 20 pp in length. Grading will be based on the papers and class participation. The course is designed to provide students with a foundation for law practice in this new era of financial regulation. | |
| Insurance Law | 3 |
| This course is designed to provide a practical guide to the application of insurance to everyday legal practice. The course focuses on understanding, interpreting and enforcing coverage found in commercial general liability, property/homeowners, automobile, and other types of insurance policies, and also focuses on the potential liability of insurers for bad faith and extra-contractual damages. Emphasis is on the function of insurance in civil litigation, business transactions, protection of property and personal security, and the role insurance plays in shaping, and being shaped by, public policy. | |
| Intellectual Property Survey | 3 |
| A survey of rights under U.S. state and federal law for the protection of new technology and inventions (trade secrets and patents), business symbols and literary titles (trademarks), and industrial design (design patents), and rights in works of authorship (copyrights) While the course focuses on American law, it will also introduce students to various aspects of international intellectual property law. It is highly recommended that this course be taken as a foundation to for the advanced study of intellectual property. | |
| International Business and Civil Dispute Resolution | 2-3 |
| This course exposes students to the doctrines and skills of the international practitioner negotiating contracts, dealing with contract related disputes, and securing enforcement of transnational business arrangements for sales and investment. The substantive principles covered will include procedural mechanisms such as transnational service of process and taking evidence abroad. Principal subjects will also include jurisdiction, forum selection, enforcement of foreign judgments and a major emphasis concerning international arbitration. Students will apply the substantive coverage in skills exercises involving the drafting and negotiation of contracts. | |
| International Business Transactions | 3 |
| This course examines the legal issues that arise when business dealings span different nations. The course begins with a discussion of the environment of international business, including an introduction to international trade law, the world economic environment, and international tax issues. Next, a series of representative transactions are explored, including export sales, agency and distributorship, licensing, joint ventures, and other strategic agreements. | |
| International Economic Relations | 3 |
| This course examines the legal structure of the international trade system. It considers the United States Customs and trade laws and policies impact on International trade. The impacts of General Agreement on Tariffs and Trade (GATT), the World Trade Organization (WTO), the North American Free Trade Agreement (NAFTA) and the movement of good within the European community. It reviews the impact of Tariffs and trade policies on the free movement of goods. | |
| Investor Justice Clinic | 2-3 |
| In the Investor Justice Clinic, students represent investors in actions involving allegations of wrongdoing by securities firms and/or their employees. Students appear in arbitrations and other proceedings before the National Association of Securities Dealers (NASD) as well as the NYSE Arca (formerly the Pacific Stock Exchange). The clinic is officially recognized by the Financial Industry Regulation Authority (FINRA) and the U.S. Securities and Exchange Commission (SEC). | |
| Law of Doing Business in Europe | 2 |
| An examination of the main aspects of the structure of the European Union (EU) and the basic legal tools for American lawyers to represent American and other companies doing business in Europe. Fostering international trade is a core objective in the development and expansion of the EU. Open borders and the free movement of goods and services between member states could not have been achieved without special attention to eliminating protectionist "legal barriers". This course will cover Europe's substantive and procedural legal approach to international trade. | |
| Partnership Taxation | 2 |
| This course is an in-depth study of federal taxation of partnerships and partners. Coverage includes: classification of partnerships for tax purposes, transfers of property and services to partnerships, the treatment of partnership indebtedness, taxation of partner-partnership transactions, sales of a partnership interests, partnership distributions, liquidation of a partner's interest, liquidation of a partnership, and death of a partner. Prerequisite: Federal Income Taxation. | |
| Real Estate Law | 3 |
| This course will survey the legal and some ethical aspects of a 'live' real estate transaction from listing to closing, including retention of the real estate broker, contracting, escrow, due diligence, title examination, financing, priorities and close of escrow. Students will participate in the transaction, undertaking the roles of seller, purchaser, broker and lender. The course will be hands-on and requires each student to be willing and prepared to participate in each class. By the end of the semester, students will have a basic understanding of the arc of a real estate transaction and of the main issues to which to pay attention when handling one. Prerequisite: Property Law. Students who have completed either Real Estate Sales Transactions or Real Estate Secured Transactions are ineligible to enroll. | |
| Real Estate Sales Transactions | 3 |
| This course takes students through the acquisition of a commercial property in San Francisco. Students will approach the transaction as though they were participants, learning the elements of the transaction in a step-by-step process which will include brokering the deal, preparing the letter of intent, negotiating the purchase contract, examining title to the property, and closing the deal. The course covers laws relating to real estate brokers, the contract law of real property transactions, and title to real property. Materials will include cases as well as actual title reports, listing agreements, contracts and leases. Emphasis will be on California law, with some focus on Federal law where it impacts California transactions. Prerequisite: Property. | |
| Real Estate Secured Transactions | 3 |
| A study of the substantive and procedural attributes of the mortgage and deed of trust, and other devices using real property as a security. Focus is on California law with a study of the impact of federal rules on that law. Prerequisite: Property (required), Real Estate Transactions (recommended). | |
| Technology Contracting | 2 |
| An examination of the practical aspects of negotiating and drafting contracts related to the technology industry. Each class will focus on specific technology contract provisions, with an emphasis on learning drafting, redlining and negotiation skills. | |
Scholastic Requirements
Business Law Certificate recipients must achieve a grade of C+ or higher in each course applied to meet the requirements for the certificate and achieve a cumulative grade point average of 2.700 or higher for all courses applied to the certificate.
A student achieving a cumulative grade point average of 3.500 or higher for all courses applied to meet the requirements of the certificate is awarded the certificate with honors.
All course work for the certificate must be taken for a letter grade except for any approved elective course in which credit/no credit or pass/fail grading is mandatory. For any course in which a letter grade is not provided, a "credit" or "pass" must be achieved in order for the course to be applied to meet the certificate requirements.
Writing Requirement
To earn the certificate, a student must complete a substantial research paper analyzing an issue relevant to corporate or commercial law. The paper must demonstrate the ability to identify, describe, and analyze the subject matter, and, should, where possible, propose a resolution. The paper must meet the standards for an Upper Level Research and Writing Requirement project and may be used to satisfy that requirement and/or the requirements of a course taken for credit.
Transfer Units
All course work must be taken at USF with the exception of one elective course (for a maximum of three units of credit). If a student wishes to apply a course taken at another law school to meet the requirements of the Business Law Certificate, prior approval must be obtained by the assistant dean for academic services. The student must take the course for a letter grade and earn a grade of C+ or higher for credit to be applied to the Business Law Certificate.
A course taken at another law school will be transferred as "credit" only for purposes of determining the Business Law Certificate grade point average as well as for calculating the USF semester and cumulative grade point averages.
Applying for the Certificate
To be eligible to receive a Business Law Certificate, a student must submit an application to the USF School of Law Office of the Registrar. Applications will not be accepted until the student's last semester. Applications must be submitted on or before the last day to drop classes in that semester.
Students may obtain only one certificate. No student will be awarded more than one certificate upon completion of the JD degree, even if such student completed the requirements to more than one certificate program.
It is each student's responsibility to ensure that all requirements for the Business Law Certificate are satisfied in a timely manner.