About Business/Corporate/Commercial Law
As the name suggests, business lawyers handle a wide range of legal issues for persons involved in business. They may do transactional work, litigation, administrative (regulatory) work, or some of all three.
Law students without business backgrounds are sometimes wary of business law, assuming that it is about finance, or math, or other things they might find foreign and daunting. In fact, business law is ultimately about the problems that people have when trying to organize their voluntary relationships in a business setting. If you find those sorts of problems interesting, there is a good chance you will find business law interesting.
Business transactions lawyers represent people and businesses in starting companies, structuring and negotiating deals (e.g., the sale of a business), drafting documents, and reviewing contracts. They provide sophisticated legal advice on issues that are important to public and private companies, including regulatory issues, legal aspects of mergers and acquisitions, the sale and trading of securities, intellectual property licensing, financial matters, and the tax implications of transactions. Perhaps most important, they are intimately involved in the negotiation and documentation of complex contracts, which can cover a huge range of subjects, from the purchase or sale of a business, to intellectual property licensing, to a loan or other financing.
Business lawyers who are litigators may represent clients when transactions do not work as the parties expected or hoped. These may be complex breach of contract suits, suits by shareholders against corporate agents (directors and officers), the pursuit of, or defense against, hostile takeovers, and so forth. Companies that encounter financial difficulty often end up seeking to "restructure" their obligations in bankruptcy courts, represented by bankruptcy lawyers who are, in part, business litigators.
Regulatory lawyers typically intermediate between a business and various government agencies that may oversee its activities. This tends to be especially important for firms governed by the federal securities laws (because they have publicly traded securities or are securities brokers or dealers), as well as banks and insurance companies. Recent amendments to federal law (Dodd-Frank) will likely increase work for business regulatory lawyers, as hedge funds and certain types of contracts (e.g. swaps) come under greater government scrutiny. Equally important are tax lawyers, who may both advise a business on the tax consequences of a transaction and deal with taxing authorities before, during or after a transaction.
The Bigger Picture
Whatever the skill-set, business lawyers become valued business advisors to their clients — particularly small and mid-size business owners — and play a role that requires strong problem-solving and client counseling skills, as well as an understanding of business, accounting, and finance; and a basic familiarity with many areas of law, including corporate law, commercial law, bankruptcy, intellectual property, real estate, antitrust, and employment law. The bigger picture, then, is that business lawyers usually have general business law (and business) insight as well as expertise in one or more specific fields.
Where the Jobs Are
Most business lawyers work in large or mid-size law firms, although many work in small firms, or even solo, doing transactional work. Business lawyers also work as in-house counsel (generally after having practiced first in a law firm). They will usually develop expertise in a specialized area of practice, such as distribution and franchising, merger and acquisitions, venture capital, or public finance. Another growth area is international business law, an extension of corporate law practice that advises businesses and governments on issues involving the movement of goods, services, and technology across national borders.
Students tend to assume that business law is always private practice, but that is not so. With the introduction of new federal regulation of financial institutions, and concerns about recent financial scandals, there will likely be increasing demand for government lawyers with an interest in business law (e.g., as regulators or prosecutors). Often, work for such agencies as the Securities and Exchange Commission, the Commodities Futures Trading Commission, the Internal Revenue Service, or the Federal Reserve Bank can be very rewarding business law practices. In some cases, this work may lead to private-practice opportunities that might not otherwise exist.
Some of you might intend to practice business law while others may not. Even those of you who don't plan to work in this area will find it difficult to serve your clients without knowing something about business law. You may be surprised to learn that business law matters for even environmental, public interest, and criminal lawyers. Every not-for-profit is, at some level, a business; white-collar crime almost always involves business.
Because we believe that every lawyer must learn some business law as part of a well-rounded legal education, your business law faculty has outlined three tiers of recommended courses below (based on interest level) to guide you in planning your 2L and 3L curriculum.
For all students:
- Business Organizations I: Fall & Spring offerings, including Spring 1L elective
- Tax I: Fall & Spring offerings
For students potentially interested in Business Law:
- Tier 1 courses: take during 1L Spring and 2L Fall semesters
- Business Organizations II: Fall only
- Tax II: Take in 2L Spring, if possible
For students definitely interested in Business Law:
- Tier 1 & Tier 2 courses: take during in 2L year
- Securities Regulation: Spring only
- Secured Transactions: Fall & Spring offerings
Other Business Law Courses
Please note that these offerings may vary from year to year.
- Accounting and Law
- Real Estate Transactions I
- Payment Systems
- Trademark Law
- Patent Law
- Copyright Law
- Introduction to Intellectual Property
- International Business Transactions
- Real Estate Transactions II
- International Taxation
- Taxation of Mergers and Acquisitions
- Advising Private Business Owners
- Corporate Governance and Deals Lab
- Corporate Finance Law
Clinics, Internships, and Externships
- Law & Entrepreneurship Clinic: The University of Wisconsin Law School, continuing its tradition of law in action, has created a clinical program in which law students provide essential legal services to start-up entrepreneurs on campus. Students, trained in the legal challenges of creating a new business, counsel their clients in diverse matters including corporate, finance, intellectual property, tax, insurance and other legal issues confronting the new businesses. Participating students receive supervision from both faculty and private sector lawyers.
- Corporate Legal Department Externship Program: Second and third-year law students may earn academic credit, through the Corporate Legal Department Externship course, for externships at in-house legal departments, where they gain experience in the broad range of legal matters handled by lawyers who work as in-house counsel. Contact Jane Heymann at email@example.com for more information.
- Transactional LawMeet
Student Organizations and Related Activities
- Business & Tax Law Association (BATLAW): The University of Wisconsin Business & Tax Law Association promotes and enhances the study and practice of business and tax law. BATLAW also encourages high standards of academic achievement as well as social interaction with other law students, faculty, and the professional community. Several faculty members and some of the largest law firms in Wisconsin are included in BATLAW's membership.
- Volunteer Income Tax Assistance (VITA): The Volunteer Income Tax Assistance (VITA) program is a cooperative effort by the Internal Revenue Service and many individual states, including Wisconsin, to provide income tax assistance to low-income individuals. Volunteers trained by the Internal Revenue Service and the Wisconsin Department of Revenue prepare basic income tax returns free of charge at VITA sites. Income tax assistance is available for low-income individuals, individuals with disabilities, non-English speaking taxpayers, and the elderly. In addition, the program assists individuals who qualify for homestead credit or the earned income credit. The VITA program is aimed at those for whom paid assistance may be out of reach.
Here are some of the faculty who teach or have an interest in this practice area:
- Susannah Tahk, Professor
- Peter Carstensen, Professor Emeritus
- Kenneth B. Davis, Jr. Professor Emeritus
- Yaron Nili, Assistant Professor
- John Ohnesorge, Professor
- Jason Yackee, Professor
In addition to our full-time faculty, the Law School's adjunct faculty members — prominent practicing lawyers and judges — bring their specialized knowledge and experience to the classroom. Filter by "Adjunct" in the Law School Directory for a full list.