Business and Commercial

In this experiential clinic, students will gain a glimpse at the practice of corporate outside counsel. Students will work directly with small business clients and practicing business and corporate lawyers to provide legal guidance. Clients are referred to the clinic or selected through a scholarship application process. Students may have the opportunity to work in a variety of business law matters that affect the small business owner, including choice of business entity; drafting formation documents; contract drafting; corporate dissolution; lease negotiations; employment law matters; and non-profit incorporation. While there is attorney guidance and oversight, this is not a lecture based clinic. Students may not register for more than one clinic during the same semester without the consent of both instructors. Students may not drop a clinic course online later than one week prior to the start of the semester. Students may drop through the add/drop deadline by using the drop form found on the registrar's website. Students may participate remotely in this clinic. For students who participate remotely, this clinic is considered a distance education course and credits earned will count toward distance education courses. Students may take up to 41 credits under the 83-credit requirement (43 under the 86-credit requirement) toward their J.D. degree through courses that are designated "distance education courses." For more information about this clinic, students should consult the information on the clinic webpage: https://mitchellhamline.edu/clinics/business-law-clinic/ Pre/CoReq: LAW- 2015 Take 1 as additional PreReq: LAW- 3016 OR LAW- 3340

The Economic Inclusion Clinic is designed to give students experience in both transactional law and with some exposure to litigation as it pertains to preparation and evidence gathering for economic discrimination cases brought by impact litigation co-counsel. The EIC would focus various areas where there are disparities in access to opportunities, including but not limited to the following: · Financial Literacy Segment. This area would focus on the legal aspects of financial literacy. While I have found multiple organizations providing financial literacy covering what banks are looking for, I have yet to find materials that focus on the legal perspective, i.e., what banks are allowed to actually do and what many claim they are required by law to do. Students would provide financial literacy either in the form of one-on-one legal counsel, or community Know Your Rights workshops, in tandem with community-based partners who would organize workshops with grassroots partners that would recruiting the attendees and clients. Students would also draft model legislation. All deliverables would be combined and shared on the EIC’s website. Students would learn Dodd-Frank laws and regs, get client experience teaching legal workshops, and legislative experience drafting statutes and working with lobbyists and legislatures. · Mortgage Discrimination litigation. The DOJ recently announced a campaign to tackle racial discrimination in mortgage lending. The clinic could work in tandem with this campaign to counsel clients and assist in fact gathering. This would give the students experience both in litigation and transactional law. · Social Entrepreneurship counseling and support. This piece would focus on working with potential existing social enterprises in structuring deals, or those needing legal counsel who are interested in undergoing B-labs certification, state benefit corporation incorporation, or forming as another hybrid business org structures with a double bottom line. Essentially, it would provide the students transactional legal experience working for businesses or nonprofits with a double bottom line of being financially sustainable while addressing an important community-based issue. This clinic is by consent of the instructor. Contact Professor Kim Vu-Dinh kim.vu-dinh@mitchellhamline.edu for pre-approval. Students may not register for more than one clinic during the same semester without the consent of both instructors. Students may not drop a clinic course online later than one week prior to the start of the clinic orientation. Students may drop through the add/drop deadline by using the drop form found on the registrar's website. Students may participate remotely in this clinic, except for the in-person orientation. For students who participate remotely, this clinic is considered a distance education course and credits earned will count toward distance education courses. Students may take up to 41 credits under the 83-credit requirement (43 under the 86-credit requirement) toward their J.D. degree through courses that are designated "distance education courses." For more information about this clinic, students should consult the information on the clinic webpage: https://mitchellhamline.edu/clinics/economic- inclusion-clinic/ A three-day orientation will be required for this clinic; exact details will be provided in the applicant interview. PreReq: LAW- 2015

This course is designed to provide students with the opportunity to observe, participate in, analyze, and reflect upon the work of a business lawyer or business professional. Students perform fieldwork under the supervision of a lawyer in a company or law firm setting. The professor has established relationships with some companies and law firms that regularly provide placements, but students are encouraged to seek placements of interest to them. Students meet as a group with the professor on a regular basis during the semester. Class sessions cover topics relating to the work of a business lawyer or business professional. Students interested in registering for the course must complete a placement preference form and obtain the professor's approval for registration. Students may not drop this course after being assigned an externship placement. This course is not available through online registration. Available by application only to Professor Vu-Dinh, kim.vudinh@mitchellhamline.edu. Students participating remotely must find their own placement to join this class. PreReq: LAW- 2015 & take LAW- 3340 as Pre/CoReq

Required. Offers an introduction in how to approach the law from a transactional perspective. Covers the general scope of the legal protection accorded promises. Topics include mutual assent, consideration, the effect of changed or unforeseen circumstances, conditions, courses of action open to aggrieved party upon other party's default, the statute of frauds, parol evidence rule, promissory and equitable estoppel, nature of remedies awarded in the event of a breach (expectancy, reliance and restitution, liquidated damages, and specific performance).

This skills course teaches negotiation, drafting, and client counseling in both the transactional and litigation contexts. The course focuses on how lawyers represent clients in negotiating and drafting contracts and settlement agreements. The course also covers ethical issues arising in deal-making. Examples are drawn from actual cases and deals from a variety of contexts, including business, civil rights, employment law, the entertainment industry, public affairs, and general litigation, and applied through simulations, short case studies, exercises, and class discussion.

Surveys the antitrust field and legal restraints on economic activity. Focuses on trade practices prohibited by the Sherman, Clayton and FTC Acts, including monopolization, price-fixing, distribution restrictions, boycotts, and tying. Brief review of price discrimination and mergers. Some knowledge of basic economics is desirable but not necessary.

Surveys the federal income tax consequences of major events in the "life" of a business for businesses and their owners, including formations, contributions, operations, distributions, redemptions, and liquidations. This course compares taxation of Subchapter C ("regular") and Subchapter S ("small business") corporations, partnerships, limited liability companies, and limited liability partnerships. Students spend significant time on statutory and transactional interpretation, and along the way consider policy, political, and institutional factors that determine how the federal "system" of business taxation is structured and enforced. This course is valuable both for students interested in business law who do not plan to specialize in taxation and for prospective tax specialists who want an overview of business entity law taxation. PreReq: LAW- 3305

This course surveys Sales and Leases, a primary area covered by the Uniform Commercial Code. The course will introduce students to the UCC, a distinctive set of statutory provisions governing commercial transactions, and Article 1, which provides definitions and rules that apply throughout the Code. The course will also build on the foundation of concepts and topics covered in Contracts: Transactional Law, exposing students to key provisions of Articles 2 and 2A governing the sale and lease of goods. Finally, the course will survey the rights and liabilities that arise from payment by credit card, debit card, checks and other negotiable instruments. The course may also include treatment of Payment Systems, with attention focused on key provisions in Articles 3 and 4.

A study of food labeling and marketing related laws in the United States, including FDA, USDA, FTC and state consumer protection laws and regulations, public and private enforcement. The course will include a discussion on free-speech constitutional limitations, claims like [non-GMO, natural, organic] as well as current ethical issues and industry practices. If time permits, aspects of international labeling and marketing will be included.

Surveys the legal aspects of international business transactions, including international sales contracts, international letters of credit, arbitration, regulation of international trade, restrictions on foreign investment, U.S. laws relating to international business regulations, customs and import tax considerations, protection of foreign investments, and related matters. Note from instructor: This is an intensive simulation course in which students are immersed in a complex international business transaction as if they were a mid-level associate at a law firm. No prior knowledge of business or international law is required but students should expect to work collaboratively in teams to gain the substantive knowledge and skills they need to represent their clients.

Introduces the legal and business issues pertaining to business entities (corporations, limited liability companies, partnerships, and sole proprietorships) from pre formation planning to termination. Topics include agency law; entity formation, structure, and dissolution; and the rights and liabilities of those owning and managing these businesses. The course will take a practical and hands-on approach to these topics. Students will learn relevant business and legal concepts, and apply these concepts in various exercises that will teach students how to properly form, manage, run, and dissolve business relationships and entities. The content of this course is tested on the bar exam in a majority of states.

Surveys the development and current status of federal labor law, primarily the National Labor Relations Act. The course concentrates on the organizational and other NLRA rights of employees, including employees who are not represented by a labor organization; employer and union interference with those rights; the collective bargaining process and the enforcement of collective bargaining agreements; strikes, lock-outs and consumer boycotts; and the impact of federal labor law on state regulation of the employment relationship.

A law firm (or private law practice) is a business. To be successful, lawyers working in law firms of all sizes (large, mid-size, small, and solo) must learn to think like business owners as well as legal professionals. This course will introduce students to the elements of a successful law firm including organizational management and leadership, business and financial planning and management, marketing and client development, client relationship management, technology and artificial intelligence, law firm systems, and staffing and resource management. This course will give you a foundation in the business aspects of working in or managing a law firm and will enable you to become a financially productive member of a large, mid-size, or small law firm or to operate your own law firm. Students gain experience in business management and problem-solving skills and drafting key business documents including client memorandums and organizational plans and agreements.

The Legal Practicum: Business Practice engages students in simulated learning experiences and exercises in two-person law firms. The Legal Practicum: Business Practice course is designed to provide participants hands-on training representing a client in business matters through the start-up and twenty-five year life of a business enterprise. The twenty-five year lifecycle will unfold over three phases during one semester. The Start Up Phase covers the formation and operation of a new business and law firm development. The Growth Phase covers growing and diversifying the business and law firm development years. The Maturity Phase covers how the entrepreneur transitions. Student attorneys resolve a number of business-related issues for the client, such as drafting representation agreements; negotiating purchase agreements and contracts; creating business plans and employee plans; developing finance and tax plans; advising on re-zoning, intellectual property; and product liability issues. Students interview the client, negotiate with the client and others, investigate facts, draft documents and prepare memos and briefs. Participants are required to work at least 235 hours for the five credit course. Limited enrollment. PreReq: LAW- 2015 Take 1 as additional PreReq:LAW- 2000, LAW- 2002, LAW- 2003, LAW- 3195

This course will examine the legal and practical issues that arise in connection with mergers and acquisitions of U.S. businesses. More specifically, the course will be divided into two sections. The first part of the course will examine the techniques used to accomplish merger & acquisition transactions and the legal rules relevant to these transactions. The second part of the course will shift to a transactional perspective and students will engage in a simulated merger or acquisition transaction. PreReq: LAW- 3016 OR LAW- 3340

This course is designed to provide students with the opportunity to observe, participate in, analyze, and reflect upon the work of a business lawyer or business professional working with the law. Students perform fieldwork under the supervision of a lawyer in a company or law firm setting. The professor has established relationships with some companies and law firms that regularly provide placements, but students are encouraged to seek placements of interest to them. In addition to doing fieldwork, students meet as a group with the professor on a regular basis during the semester through the Law and Business Externship course. The Law and Business Externship course covers topics relating to the work of a business lawyer or business professional working with the law. PreReq: LAW- 2015

Covers the creation and perfection of consensual liens known as "security interests" in personal property under Article 9 of the U.C.C., proceeds and priorities problems, remedies and default, repossession and disposition of collateral. This area of law is widely used in business, commercial and consumer transactions of all types, including bank financing, mergers and acquisitions, and the sale of business, agricultural and consumer goods on credit.

This course will examine the federal and state statutes and regulations that govern the offer and sale of securities by corporations and other entities. The course will also cover the reporting, proxy solicitation/ voting and other securities law obligations of companies whose securities are publicly traded, as well as the laws regarding trading in securities, such as insider trading and tender offers. The focus of the course will be how a practical, hands-on, working attorney goes about identifying issues, analyzing alternatives and forming solutions for clients. PreReq: LAW- 3340