953 SP Bus. Orgs, Spring 2011 to Fall 2015

Categories: Business, Corporate, Commercial Law Law Practice Skills

Advising Private Business Owners

Course Page for Fall 2015 - Gehl, Michael

The course focuses on the role of the lawyer as an advisor to closely held businesses and their owners. Numerous case studies are used to expose the student to a broad range of structural planning issues and the practical and analytical challenges of the planning process. There is a heavy emphasis on planning traps and creative planning strategies. Different types of closely held businesses are analyzed, compared and contrasted in case studies that raise important issues in co-ownership planning, enterprise funding, owner compensation, structuring profit and capital interests, profit distribution planning, exit and business transition planning, key executive planning and employee relations and benefits. Numerous drafting considerations and implementation mechanics also are reviewed. The course is designed to broaden the student’s substantive knowledge on a broad range of issues and to help the student develop three essential planning skills: (1) the ability to identify and address business objectives, not just legal issues; (2) the ability to evaluate and apply specific strategic options; and (3) the ability to effectively communicate with non-lawyers. The text used contains case studies and related problems, as well as resource materials which provide students with background information required to evaluate and develop solutions for the problems. Due to the broad scope of topics covered by the problems, the reading assignments (all of which are in the text) are relatively extensive. Each student will be assigned two of the problems and will be required to (1) participate in a role play exercise with the instructor with respect to each problem (with the student playing the role of lawyer) and (2) write a formal legal memorandum to the instructor (assuming he is a partner in a law firm who has assigned the problem to the student) with respect to the second problem, analyzing the problem and discussing proposed solutions. The role play exercises and memos are graded and constitute 25% of the student’s course grade, with the final exam constituting 75%. Prerequisites: Business Organizations I and Taxation I (or equivalent undergraduate or graduate level basic income tax course). Also, for students who have not had Tax I, required summer reading in Tax topics may be substituted: contact Jane Heymann at jheymann@wisc.edu for list of required reading.

Recent Offerings of this course by this instructor

Law & Entrepreneurship

Course Page for Spring 2013 - Ibrahim, Darian

Selected Problems in Business Organization: Law & Entrepreneurship The intersection of law and entrepreneurship is an emerging field of study. This course explores the common legal and economic issues faced by highly innovative start-up companies and the angel investors and venture capitalists who fund them.

Transactional IP

Course Page for Spring 2014 - Ghosh, Shubha

Transactional Intellectual Property (3 credits) Spring 2014

Book: Gruner, Ghosh & Kesan, Intellectual Property in Business Organizations: Cases and Materials (Lexis-Nexis 2012)(looseleaf edition). Plus occasional supplementary articles and materials.

The seminar examines intellectual property as copyright, patent, trademark, and trade secret issues in various business contexts. Class meetings will focus on topical issues and pending cases and transactions dealing with licensing of intellectual property, antitrust, transactional lawyering, intellectual property commercialization, or other current legal issues at the intersection of intellectual property and business law. Structured as a practicuum, the instructor expects each student to prepare one written project (35 pages in length) that entails picking an entity and rigorously presenting (1) identification of intellectual property assets owned by the entity, (2) analysis of licensing terms as they apply to employment and related issues, and (3) analysis of business law issues pertinent to the chosen entity such as antitrust or financing questions. Periodic review of drafts is expected for successful completion of the course. The seminar serves as a capstone course for business students interested in intellectual property and intellectual property students interested in business law and policy. The goal is to allow students to see intellectual property in practice and to synthesize intellectual property and business policy. Recommended courses: Introduction to Intellectual Property or Copyright or Patent and Business Organization I.

This course is a seminar and practicum exploring the transactional dimension of intellectual property. A good working knowledge of intellectual property and business organizations is presumed. The topics presented will build on subject matter from these previous courses. The course is schedule MW 955 to 1155 and will meet mostly on Mondays with Wednesdays reserved for make-up classes. Each class will focus on a distinct topic illustrating different issues relating to transactions involving intellectual property. The course is 3-credits with 2-credits for classroom meetings and 1-credit for writing a substantive research paper. However, you must sign up for the full 3-credits. The final grade will be based on the substantive research paper. The research paper entails choosing a business entity and writing an extensive analysis of the entity’s intellectual property portfolio and business practices. The final paper, due via email on the last day of finals, should consist of the following three parts: (1) analytic description of the entity’s intellectual property portfolio (10-15 pages); (2) analytical discussion of the business practices and strategies tied to the intellectual property (10-15 pages); and (3) a draft licensing agreement for some of the intellectual property identified in (1) (10-15 pages). The final paper should be double spaced with about one-half inch left, right, top, and bottom. A separate memo shall be provided describing how the final paper project will be assessed.

Readings will be distributed before the class meetings and on the course moodle page at least a week before the class meeting. If there are any questions, I can be reached via email at ghosh7@wisc.edu. Class meetings and topics are presented below.

Jan 27: Intellectual Property Portfolio—Disseminating Intellectual Property
Jan 29: Intellectual Property Portfolio--Searches and Analysis
Feb 3: Licensing
Feb 10: Licensing and Contract Law
Feb 17: Licensing in Bankruptcy
Feb 24: Employment Issues
Mar 3: Antitrust
Mar 5: Antitrust and FRAND
Mar 10: Business Entities
Mar 31: Nonprofit Organizations and Licensing
Apr 9: Secured Credit and IP Law Issues
Apr 14: Advanced Employment Law Issues
Apr 21: Mergers and Acquisitions
Apr 28: Commercializing IP

Recent Offerings of this course by this instructor

Transactional Skills Workshop

Course Page for Spring 2012 - Lipson, Jonathan

Transactional Skills Workshop:This simulation course
immerses students in a series of real-life transactions organized around the formation and early life of a high-tech startup.  Students role-play as lawyers and clients for the three principal actors in a fairly typical deal: the entrepreneurs, their former employer and their investor.  Students will work in teams on many of the important elements of these transactions, including negotiating and documenting corporate charters, bylaws, technology licenses, stock purchase agreements, employment agreements, and so on.  Prerequisites: Business Organizations I.  It is limited to 12 students and satisfies the upper-level writing requirement.  Please contact Professor Lipson (jlipson@wisc.edu) if you have questions about the Workshop.

Recent Offerings of this course by this instructor