This course examines legal issues that arise from different financing choices made by corporations, the relationship between a corporation and its investors, and how the courts have treated that relationship. Topics include firm valuation in change-of-control transactions and in bankruptcy, the rights of debt-holders and preferred stockholders, and common stockholders' claims to dividends.

This course focuses on the corporate and securities law issues relevant to mergers and acquisitions, including the Williams Act; state statutory and case law; as well as important forms of private ordering such as poison pills, lockups, earnouts, and the allocation of risks by the acquisition agreement. Relevant accounting and tax issues will be covered as well.

This course will examine the basic principles in the application of the federal income tax to partnerships and their partners. Due to recent changes in the law, an increasing number of private firms, whether or not organized as partnerships, will be subject to these rules in the future. The course is taught by using problems that illustrate the principles discussed in class.

The course will examine the federal statutes and regulations relating to the sale of securities and the duties of issuers, underwriters, brokers, dealers, officers, directors, controlling persons, and other significant market participants. We will discuss the regulation of public and private offerings, trading markets, and disclosure and corporate governance of publicly traded companies.Enrollment not allowed in LAW 8016 or 8017 if either taken previously.

The course will examine the federal statutes and regulations relating to the sale of securities and the duties of issuers, underwriters, brokers, dealers, officers, directors, and other market participants. Topics will include the regulation of public and private offerings, trading markets, accounting standards, the lawyer's role in verifying financial information, and the use of finance theory in securities litigation.

The course will cover intestate succession; requirements for the execution, revocation, republication, and revival of wills and codicils; probate procedure and grounds for will contests; requisites for the creation and termination of private trusts; inter vivos transactions that serve as will substitutes; planning for incapacity; and problems in the interpretation of wills.

The course is organized and presented primarily for students who intend to practice law in the Commonwealth of Virginia. The course includes a study of the Virginia judicial system and problems of jurisdiction and venue within that system; pleading and practice both at law and in equity; a study of the Rules of Court; and the procedural statutes and applicable case law.

In this course, students will learn in detail the rules and procedures associated with taking depositions in federal litigation. This is a hands-on, practical problem simulation course.

This yearlong clinical course provides students the opportunity to brief and argue one or more appeals before a federal appeals court. The rules and procedures applicable in the federal appellate system will be examined. Fundamentals of oral and written appellate advocacy will be discussed, with a focus on each student's individual work project.

This is the second semester of a yearlong clinical course providing students the opportunity to brief and argue one or more appeals before a federal appeals court. The rules and procedures applicable in the federal appellate system will be examined. Fundamentals of oral and written appellate advocacy will be discussed, with a focus on each student's individual work project.