Vernon L. Smith
2010-11 LL.M. Fellowship
in Law & Economics

Program Requirements

LL.M. in BUSINESS LAW & ECONOMICS,
The field of Business Law includes many subjects that are vital to local and global businesses, like contracts, trade regulation, competition, finance, and banking. Earning your an LL.M. in Business Law & Economics from Chapman allows you a course of study in sophisticated areas of Business Law including International Business, Bankruptcy, and Mergers & Acquisitions. The LL.M. degree brings to light the myriad ways that business law is connected to other fields of law.

• Credits
• Core Courses
• Transfer Credits
• Grading

Credits

Twenty-four (24) units of credit are required to obtain the LL.M. degree. Full-time students may enroll in a minimum of nine (9) and a maximum of fourteen (14) units per semester. To receive financial aid, a student must be enrolled in a minimum of five (5) units per semester. Degree requirements must be completed within four (4) years.

Core Courses

The LL.M. degree in Business Law & Economics requires completion of two or three required core courses. Introduction to American Law, a two credit course taught at before the beginning of each fall semester, is required of all foreign lawyers with a degree from a non-common law jurisdiction or law school.

In addition, all LL.M. students are expected to complete a substantial writing project, and recommended to consider completing this requirement through Directed Research. Students also are strongly encouraged to pursue experiential learning opportunities, either through enrollment in an externship for credit (normally 3 to 5 cr.), or through other volunteer or paid employment.

Transfer Credits

In some circumstances, student may receive credits toward the LL.M. degree for courses taken before matriculation into the LL.M. Program, and for courses taken at another law school or in Chapman University School of Law's J.D. curriculum after matriculation into the Program. The grades in such courses are ignored in determining whether the student's grade point average satisfies the LL.M. degree requirements.

A student may petition to receive up to six (6) credits toward the degree for certain LL.M. level courses or advanced J.D. level courses taken at any ABA-accredited law school during the three academic years preceding matriculation into the Program and within five years of completing the Program, provided in the case of each course that (1) the course is determined to be equivalent to a course or courses currently included in the LL.M. curriculum and (2) the student received at least a grade of "B" or the equivalent in the course. Applicants requesting such credit should so indicate when applying for admission and provide a syllabus or other description of the material covered in the course for which such transfer credit is sought. In no case will credit be given for extension or correspondence courses. In unusual cases, a student may petition the Director of the Program in order to request additional transfer credits.

With the approval of the Director, a student may petition to receive up to twelve (12) credits toward the degree for LL.M. level courses or advanced J.D. level courses equivalent to courses currently in the LL.M. curriculum taken at Chapman University School of Law during the three academic years preceding matriculation into the Program and within five years of completing the Program, provided the student received at least a grade of "B" in the course for which credit is sought. With the prior approval of the Director and for good causes shown, a matriculated student may receive up to six (6) credits in the aggregate for LL.M. level courses taken at another ABA-accredited law school and courses taken in the Chapman University School of Law J.D. curriculum, provided the student receives at least a grade of "B" or the equivalent in each such course.

Grading

There is no mandatory grading curve for LL.M. courses. Instructors in courses with both J.D. and LL.M. students will be asked to grade the two groups of students separately unless granted a waiver of the J.D. mandatory grading curve by the Associate Dean in accordance with existing rules.

Admission to the Program will be open to graduates of ABA-accredited American law schools or foreign equivalents. An application must include law school and college transcripts, a resume or c.v., two (2) letters of recommendation, and a personal statement outlining the student's preparation, interests, and goals for graduate study.

An applicant will only be admitted if the applicant's record, viewed as a whole, indicates that the applicant is likely to complete the Program successfully. The applicant's academic record (at the undergraduate, graduate, and law level) and relevant experience are the primary factors considered.

At this time, the curriculum design and schedule assume that students will begin the Program in the fall semester (except for those foreign lawyers who begin with the summer course). Thus, no applications will be accepted for spring entry. The priority deadline for admissions is March 1, with a final deadline of June 1. Foreign lawyers are especially encouraged to submit their applications as early as possible, in order to ensure enough time for the processing of student F-1 visas.

For Foreign Lawyers:

Foreign students who have not studied or received a degree at either an English language law school or university must complete the Test of English as a Foreign Language (TOEFL) with a score of 600 on the paper-based test, 250 on the computer-based test, or 100 on the Internet-based test.

In addition, those students who do not possess a J.D. or LL.M. degree from either an American, Canadian, or other common law jurisdiction law school will be required to take a two-week summer course, Introduction to American Law, designed exclusively for LL.M. students and taught by the Director of Graduate Studies, supplemented by the participation of other Chapman faculty and staff. This course will include a substantial component on legal research and writing in the American context, and would begin in early August, leading directly into the Law School's two-day orientation program in mid-August.

Deepa Badrinarayana,
Assistant Professor of Law

Chapman University School of Law
One University Drive, Orange, California  92866
Email: badrinar@chapman.edu

Professor Badrinarayana comes to Chapman from Pace Law School, where she completed her Doctorate in Juridicial Studies in Environmental Law. Professor Badrinarayana researched for Professor Frank P. Grad at Columbia Law School on environmental and public health laws. Between 2005 and 2006, she was a Visiting Scholar at the Center for Global Legal Studies, Columbia Law School. Professor Badrinarayana is also a consultant to the United Nations Global Compact, on issues of corporate voluntarism and regulations. Before coming to the United States, Professor Badrinarayana was a Research Officer for a Government of India-World Bank Environmental Capacity-Building Project, at the National Law School of India University. In addition to research and advocacy, she also trained government officials and legal professionals in environmental law. Professor Badrinarayana was part of a team that advised the Government of India on its new legislation to manage biomedical waste. Professor Badrinarayana holds an LL.M. in Environmental Law from Pace Law School and a B.A.LL.B.(Hons) from the National Law School of India University. She is also a Member of the World Conservation Union, Committee on Environmental Law.

Michael Bazyler
Professor of Law and "1939" Club Law Scholar in Holocaust
and Human Rights Studies

Chapman University School of Law
One University Drive, Orange, California  92866
Email:  bazyler@chapman.edu

Michael Bazyler is a research fellow at the Holocaust Education Trust in London and the holder of previous fellowships at Harvard Law School and the United States Holocaust Memorial Museum in Washington, D.C. In Fall 2006, he was a Research Fellow at Yad Vashem in Jerusalem (The Holocaust Martyrs’ and Heroes’ Remembrance Authority of Israel) and the holder of the Baron Friedrich Carl von Oppenheim Chair for the Study of Racism, Antisemitism and the Holocaust. Before joining Chapman in 2008, he was a Professor of Law and The "1939" Club Law Scholar in Holocaust and Human Rights Studies at Whittier Law School. He received his B.A. from UCLA and his J.D. from USC.

Professor Bazyler is the author of over a dozen law review articles on subjects covering public international law, international human rights law, international trade law and comparative law. His work has been published in such journals as The University of Pennsylvania Law Review, Kansas Law Review, Arizona Law Review, Northwestern Law Review, University of Richmond Law Review, Stanford Journal of International Law, Berkeley Journal of International Law, Columbia Journal of Transnational Law, and Fordham Journal of International Law.

Over his 25-year law teaching career, Professor Bazyler has been a visiting professor at various law schools in the United States, Australia, Russia, Belarus, and Israel, teaching Comparative Law, Public International Law, International Human Rights Law, International Business Litigation, International Business Transactions, Criminal Law, Torts and a course he created entitled Holocaust, Genocide and the Law.

In Spring 2007, Professor Bazyler held the position of Distinguished Visiting Professor of Law at Pepperdine University School of Law, teaching Comparative Law and Holocaust, Genocide and the Law. He is a leading authority on the use of American and European courts to redress genocide and other historical wrongs. His book on the subject, Holocaust Justice: The Battle for Restitution in America’s Courts (New York University Press, 2003, soft cover 2005), was cited by the U.S. Supreme Court and reviewed in the Harvard Law Review, Washington Post, Los Angeles Times, Financial Times (London), and The Economist. He is a contributor of chapters to various books on genocide and the law, and the co-editor/author with Roger Alford of Holocaust Restitution: Perspectives on the Litigation and Its Legacy (New York University Press, 2006; soft cover 2007).

His work has been cited by the United States Supreme Court, and he has testified in Congress before the House Reform Committee on the subject of Holocaust restitution. He has also been interviewed by CNN, 60 Minutes, CBS Sunday Morning, Dateline NBC, ABC News, Voice of America, the Australian Broadcasting Company, National Public Radio and the BBC .
Bazyler has also delivered the Austin Owen Lecture at the University of Richmond and the Feibel Family Lecture at Ohio State University.

He is presently working on two books: a textbook based upon his Holocaust law course entitled Holocaust, Genocide and the Law (with Australian law professor Sam Garkawe), and a Comparative Law casebook entitled Comparative Law: Global Legal Traditions in the 21 st Century (with Russell Miller of University of Idaho, Peter Yu of Michigan State and Abdullahi An-Na`im of Emory University) to be published by LexisNexis.

Courses Taught: International Law (including Holocaust Studies), International Business Transactions, and Criminal Law

Tom W. Bell
Professor of Law

Email: tbell@chapman.edu
Phone: (714) 628-2503

Professor Bell joined the faculty of Chapman University School of Law in 1998. He specializes in high-tech legal issues and has written a variety of papers on Intellectual Property and Internet Law. Professor Bell received his Juris Doctor from the University of Chicago Law School in 1993, where he served both as a member of the University of Chicago Law Review and as Articles Editor and cofounder of the University of Chicago Legal Roundtable. After graduating from law school, Professor Bell joined the Silicon Valley law firm of Wilson Sonsini Goodrich & Rosati. He entered teaching in 1995, when he became an Assistant Professor of Law in the Law and Technology Program at the University of Dayton School of Law. During a one year leave of absence from that school, and just prior to joining the Chapman faculty, he served as Director of Telecommunications and Technology Studies at the Cato Institute in Washington, D.C. In addition to writing a steady stream of scholarly works, Professor Bell has appeared on or been quoted in the Wall Street Journal, CNN, Los Angeles Times, and many other news sources. He teaches Intellectual Property, Internet Law, Advanced Seminar on Copyright Law, Entertainment Law, International Entertainment Law, Tort Law, Contract Law, and Agency and Partnership.

Courses Taught: Intellectual Property, Internet Law, Advanced Seminar on Copyright Law, Entertainment Law, International Entertainment Law, Tort Law, Contract Law, and Agency and Partnership

Publications

Daniel B. Bogart

Director of the Center for Land Resources, and Donley and Marjorie Bollinger Chair in Real Estate Law

Email: bogart@chapman.edu
Phone: (714) 628-2507

Professor Bogart practiced law in Atlanta, Georgia, specializing in real estate transactions, commercial development, and bankruptcy law. Professor Bogart’s scholarly, teaching and national service interests carry forward his focus on transactions. He is the co-author of four books, including “Commercial Leasing, A Transactional Primer.”  This innovative book is the first law school real estate text devoted to commercial leasing.  More recently, Professor Bogart co authored “Inside Property, What Matters and Why,” which is part of Aspen’s new Inside the Law Series.  Professor Bogart is past Chair of the Real Estate Transactions Section of the Association of American Law Schools.

Professor Bogart is Director of the School of Law’s Center for Land Resources. Professor Bogart is also Director of the Environmental Law, Land Use and Real Estate Law (“ENLURE”) Certificate Program.

Professor Bogart began his teaching career in 1990, when he was named to the faculty of the Drake University Law School. Professor Bogart joined the Chapman School of Law faculty in 1998. Professor Bogart was one of four Chapman University faculty members to receive the 2009 Valerie Scudder Award, recognizing outstanding achievement in teaching, scholarship, advising, and service. He has also been named outstanding teacher at both the Drake and Chapman Law Schools. Professor Bogart’s articles have appeared in the UCLA Law Review, the American Bankruptcy Law Journal, and the Pittsburgh Law Review, among others. In 1995, Professor Bogart received the Editor's Prize of the American Bankruptcy Law Journal for his article evaluating the fiduciary duties of directors of Chapter 11 corporations. Professor Bogart is also a regular speaker at scholarly events.  Professor Bogart was the 2007 Keynote Speaker at the Annual Kratovil Conference on Real Estate Law & Practice at the John Marshall Law School in Chicago. He has also served as a panelist at the Annual Meeting of the National Conference of Bankruptcy Judges, Workshops for Bankruptcy Judges, sponsored by the Federal Judicial Center, and Real Property Retreats, sponsored by both the Real Property Law Section of the State Bar of California and the Real Property, Probate and Trust Section of the ABA. Professor Bogart has chaired most of the key committees of the Law School, at one time or another. Notably, Professor Bogart chaired the committee devoted to the Law School’s successful membership application to the Association of American Law Schools.

Professor Bogart is a Member of the American Law Institute and is a Fellow of both the American College of Real Estate Lawyers and the American Bar Foundation.  He received his B.A. (1982), J.D. (1986) and M.A. in Economics (1986) from Duke University. He teaches Property, Real Estate Transactions, Commercial Leasing, California Real Estate Finance, Bankruptcy and related courses.

Publications
Curriculum Vitae

Dr. Tom Campbell
Dean and Donald P. Kennedy Chair in Law and Professor of Economics
Chapman University School of Law

Email: tcampbell@chapman.edu
Phone: (714) 628-2526

Dean Campbell joined Chapman in January 2009 as a visiting Presidential Fellow. Prior to joining Chapman, he was the Bank of America Dean and Professor of Business from 2002 to 2008 at the Haas School of Business at the University of California, Berkeley, where, during his tenure, he increased the business school’s Wall Street Journal national ranking from 15th to 2nd. Prior to that, he was a Professor of Law at Stanford University from 1983-2002, a member of the United States Congress from 1989-1993 and 1995-2001, a member of the California State Senate from 1993-1995, and the director of the California Department of Finance from 2004-2005. He has a B.A., M.A., and Ph.D. in economics from the University of Chicago, and a J.D., magna cum laude, from Harvard Law School, where he also served as a member of the board of editors of the Harvard Law Review. He was a law clerk to United States Supreme Court Justice Byron White; a White House Fellow; executive assistant to the Deputy Attorney General, Department of Justice; and, director of the Bureau of Competition at the Federal Trade Commission.

He serves on the Governor’s Board of Economic Advisors with Chapman University President Jim Doti and has taught at Ashesi University in Ghana, the School of Banking and Finance and the Kigali Institute of Science and Technology in Rwanda, and the University of Asmara in Eritrea. He is an acknowledged expert in the application of economics to legal questions. He has published articles in the Harvard Law Review, the Columbia Law Review, the Stanford Law Review, the UCLA Law Review, the Texas Law Review and the Antitrust Law Journal, among others. He is the author of the book Separation of Powers in Practice, published by Stanford University Press (2004). Since 2001, Tom Campbell and his wife Susanne have taught in Africa as volunteers on seven separate occasions, in Ghana, Eritrea and Rwanda, where they taught university courses in fund raising (Susanne) and international financial institutions, business strategy and constitutional law (Tom). Tom has just returned from his third teaching experience at Ashesi University in Ghana. They also hope to soon begin volunteer teaching on the university level in Panama.

He was a visiting Presidential Fellow at Chapman University School of Law from 2009-2010 and the Fletcher Jones Distinguished Visiting Professor of Law from 2010-2011.

Courses taught: Antitrust, Legislation, and a seminar on Separation of Powers.

Anthony Thomas Caso
Associate Clinical Professor

Email: caso@chapman.edu
Phone: (714) 628-2666

Anthony T. Caso earned his J.D. from University of the Pacific, McGeorge School of Law and M.B.A. from Golden Gate University. For nearly 30 years, Professor Caso held a variety of positions at Pacific Legal Foundation, most recently serving as Senior Vice President and Chief Counsel. Presently, Professor Caso is a solo practitioner at the Law Office of Anthony T. Caso in Sacramento, California, where he practices appellate litigation with a concentration on complex statutory and constitutional issues. Professor Caso's litigation experience includes successful cases at every level of the state and federal court system, including the California Supreme Court and the United States Supreme Court. Professor Caso is also an Adjunct Professor of State Constitutional Law at McGeorge School of Law and an adjunct professor at the University of San Francisco, College of Professional Studies. Since 2001, Professor Caso has served as a Master of the Bench for the Anthony M. Kennedy Inn of Court and is active in the Federalist Society Free Speech and Election Law Practice Group, Federalist Society of Sacramento, and the Boy Scouts of America. Professor Caso has also given presentations in front of the Federal Bar Association and the Milton Schwartz American Inn of Court.

Bobby L. Dexter
Professor of Law

Email: dexter@chapman.edu 
Phone: (714)628-2633

Professor Bobby Dexter joined the full-time faculty at Chapman in the Fall of 2006 after serving as a Westerfield Fellow at Loyola University (New Orleans) College of Law. A specialist in tax and business law, he previously served as a tax partner in the Chicago office of Foley & Lardner, LLP and later at a “Big Four” accounting firm. Professor Dexter’s scholarship has appeared in numerous journals, including the Harvard Law Review, the Tulane Law Review, the University of Kansas Law Review, and the Mercer Law Review; his most recent article, “Tenure Buyouts” will be published in the University of Pittsburgh Law Review in 2009. While in practice, he co-authored (as principal draftsman) Tax Management Portfolio #546, Annuities, Life Insurance, and Long-Term Care Insurance Products and co-edited the insurance company chapter of the Mertens Federal Income Taxation treatise.

As presenter or discussant, Professor Dexter has appeared at various conferences around the United States and Canada including the Annual Meeting of the Law & Society Association (2008), the National Conference of the Midwest Political Science Association (2008), the Junior Tax Scholars Workshop (at NYU) (2008), Director’s Roundtable (2008), and the Annual Meeting of the Southeastern Association of Law Schools (SEALS) (2008). At Chapman, Professor Dexter currently serves on the law school’s Faculty Appointments Committee as well as its Academic Achievement Committee. He also serves as one of four law school representatives on the Chapman University Faculty Senate as well as the Senate’s Faculty Governance Council.

Professor Dexter received his B.A., magna cum laude, from Yale University and his J.D. from Harvard Law School, where he served on the Editorial Board of the Harvard Law Review with U.S. President Barack Obama. Professor Dexter teaches Federal Income Taxation, Corporate Mergers & Acquisitions, Secured Transactions, and Corporations.

Publications

Donald J. Kochan
Associate Professor of Law

Email: kochan@chapman.edu
Phone: (714) 628-2618

Professor Kochan joined the Chapman faculty in 2004 as an Assistant Professor of Law. Immediately before coming to Chapman, he was an Olin Research Fellow and Instructor in Law at the University of Virginia School of Law for the 2003-2004 academic year. During 2002-2003, he was a Visiting Assistant Professor of Law at George Mason University School of Law where he taught courses in Property and Environmental Law; and, during the summer of 2007, he was a visiting Professor at the University of Houston Law Center. Professor Kochan received his Juris Doctor from Cornell Law School (1998), where he was a John M. Olin Scholar in Law and Economics and managing editor of the Cornell International Law Journal. He also served as editor and executive editor of the Harvard Journal of Law & Public Policy symposium issues in 1997 and 1998. He received his B.A. from Western Michigan University (1995), with majors in political science and philosophy. After graduating from law school, Professor Kochan was a law clerk to The Honorable Richard F. Suhrheinrich of the United States Court of Appeals for the Sixth Circuit. Following his clerkship, Professor Kochan was an associate with the firm of Crowell & Moring LLP in Washington, D.C., where he specialized in Natural Resources & Environmental Law. He has been an adjunct scholar for The Mackinac Center for Public Policy since 1995 and serves as a member of the board of governors of The Virginia Institute for Public Policy. He has also served as a co-editor for the chapters on administrative law in the treatise The American Law of Mining.

Courses Taught: Administrative Law, Property, Natural Resources Law & Policy and Law & Economics

Publications
Curriculum Vitae

Michael B. Lang
Professor of Law

Email: mlang@chapman.edu
Phone: (714) 628-2547

Areas of Interest/Courses Taught: Federal Income Taxation, Ethics in Tax Practice and Corporate Taxation

Publications

Susanna Kim Ripken
Professor of Law

Email: ripken@chapman.edu
Phone: (714) 628-2568

Courses Taught: Corporations, Agency & Partnership, Securities Regulation, Advanced Corporate Law Seminar, and Professional Responsibility 

Publications

Kenneth A. Stahl
Assistant Professor of Law

Email: kstahl@chapman.edu
Phone: (714) 628-2631

Professor Stahl joined the Chapman University School of Law as an Assistant Professor in 2008. Before joining Chapman, he spent four years as an Assistant United States Attorney in the Eastern District of New York. Prior to that, he worked as a Trial Attorney for the United States Department of Justice, Office of Constitutional Torts, and as an Associate at the Washington, D.C. law firm of Arnold & Porter. Professor Stahl earned a B.A. with Highest Honors and Highest Distinction from the University of Michigan, and a J.D. from Yale Law School. At Yale, he served as a Notes Editor of the Yale Law Journal and an editor of the Yale Journal of Law and The Humanities.

Courses Taught: Land Use Law, Real Property Law, Environmental Law

Adjunct Faculty

Honorable Theodor Albert
Adjunct Professor of Law

Chapman University School of Law
One University Drive, Orange, California  92866

Keith P. Bishop
Adjunct Professor of Law

Chapman University School of Law
One University Drive, Orange, California  92866

Bruce Bulloch
Adjunct Professor of Law

Chapman University School of Law
One University Drive, Orange, California  92866

Bruce received his B.S. in Accounting and M.S. in Taxation from Brigham Young University in 1980, and has been a Certified Public Accountant since 1980. He was admitted to the Ernst & Young partnership in 1989. In addition to Chapman, he has taught graduate real estate programs at The Johns Hopkins University and the University of Southern California. He is the author of numerous articles in real estate publication, and has been a regular contributing tax editor for the Commercial Real Estate Journal. In addition to his work and teaching, Bruce serves on the serves on the Board of Directors and Development Committee of the Discovery Science Center of Orange County, California.
COURSES TAUGHT: Real Estate Tax Planning

William B. Bunker
Adjunct Professor of Law

Chapman University School of Law
One University Drive, Orange, California  92866

Howard C. Hay

Chapman University School of Law
One University Drive, Orange, California  92866

B.A. Duke University
J.D. University of Michigan Law School, Magna Cum Laude

Howard C. Hay, is a former partner with Paul, Hastings, Janofsky & Walker LLP. Mr. Hay spent the last 38 years litigating and resolving every kind of employment and labor law matter. He is the only employment lawyer in Orange County who has been selected for inclusion in all fourteen editions of The Best Lawyers in America, which speaks volumes about his dedication and professionalism. Mr. Hay is known for his fairness, intelligence and effective demeanor.

Mr. Hay taught at Cornell Law School as the visiting Distinguished Practitioner in 2001 and currently teaches at Chapman Law School. He is a member of the American Law Institute Board of Advisors for its Restatement of Employment Law project. Mr. Hay was the moderator of the California State Bar's "Recent Developments in Employment Law" program in Orange County for 16 years. He was a member of the Executive Committee of the Labor and Employment Section of the State Bar of California, and was Co-Chair of the Special Committee formed by the California Bar Association to study wrongful termination litigation and legislation. He has authored chapters of Schlei and Grossman, Employment Discrimination Law (BNA 1976, 1979 and 1983 Editions), Advising California Employers (CEB 1981 and 1996), Wrongful Employment Termination Practice (CEB 1987 and 1997), Sexual Harassment in Employment Law (BNA 1992) and several articles in the Orange County Bar Journal.

Mr. Hay has extensive experience in mediations, arbitrations, wrongful termination litigation, discrimination/harassment prevention and litigation, employment policies and handbooks, EEOC, DFEH, and wage/hour matters, federal and state court litigation, and NLRB and related union matters.

Scott M. Knutson
Adjunct Professor of Law

Chapman University School of Law
One University Drive, Orange, California  92866

Thomas A. Miller
Adjunct Professor of Law

Chapman University School of Law
One University Drive, Orange, California  92866
Phone: (714) 834-6019
Email: tmiller@chapman.edu

Courses Taught: Legal Research and Writing, Advanced Land Use Seminar, and Local Government Real Estate Practice Seminar

Chapman University School of Law
One University Drive, Orange, California  92866

Kyhm Penfil
Adjunct Professor of Law

Chapman University School of Law
One University Drive, Orange, California  92866
Phone:  Fax:
Email:

Scott Wellman
Adjunct Professor of Law

Chapman University School of Law
One University Drive, Orange, California  92866

REQUIRED COURSES

LAW AND ECONOMICS (3 credits)
This course focuses on the application of economic analysis to legal issues, rules, and institutions. Students will study fundamental economic principles that are relevant to legal problems, and will examine various areas of law through the insights of economic analysis.

SPONTANEOUS ORDER AND THE LAW (3 credits)
This course shows how experimental economics can be used to understand how spontaneous, self-generating and orders emerge (out of apparent chaos) in law and economics. This course uses a combination of hands-on learning in laboratory experiments and Socratic roundtable discussions of readings. Students will learn how experimental economics can be used to understand how exchange systems work and how rules of law emerge to undergird exchange. By building on this experience students will develop projects to explore different public and private applications to law.

ELECTIVE COURSES

ACCOUNTING FOR LAWYERS (2 credits)
This course represents an introduction to accounting for students with little background in the field. Initial emphasis is on established accounting principles and the analysis of financial statements. The course's perspective is that of a business attorney using financial statements to advise clients in various legal settings (e.g., the drafting of buy-sell agreements and the valuation of businesses). Students are expected to consider state and federal privileges between accountants and their clients, as well as the professional responsibility of an attorney to a corporate client.

ADMINISTRATIVE LAW (3 credits)
This course provides a study of the processes of decision making by administrative agencies and their control by legislators and courts. It centers on the tension between the need for delegation of power to agencies sufficient to ensure effective government, and the need to limit that power and protect the citizen from government oppression. The course focuses particularly on administrative procedure and deals with the concept of administrative discretion and the constitutional, statutory, and common law doctrines that control discretion in administrative decision making. Also considered are contemporary issues that bear upon the fairness of governmental action (e.g., the right to notice and hearing, confrontation of witnesses, ex parte communications, institutional decisions, and combination of functions).

ADVANCED REAL ESTATE FINANCE (2 credits)
This course explores various types of financing mechanisms used to finance the acquisition, lease, development, and improvement of real property. Attention is given to legal doctrines, the development of professional judgment and lawyering skills, and the financial and business considerations of clients. Prerequisite: Real Estate Transactions and Finance.

ADVANCED TOPICS IN COPYRIGHT LAW (2-3 credits)
This course offers an in-depth analysis of the rights and remedies afforded to copyright owners under U.S. law.

ADVANCED TOPICS IN INTELLECTUAL PROPERTY (2-3 credits)
This advanced course in intellectual property may cover topics such as patent and trade secret law, biotechnology law, copyright law, or trademarks and unfair competition.

ADVANCED TOPICS IN BUSINESS LAW (2-3 units)
This course focuses on advanced topics in business law, such as mergers and acquisitions, franchising, or the Sarbanes-Oxley Act of 2002.

AGENCY, PARTNERSHIPS, AND OTHER UNINCORPORATED ORGANIZATIONS (3 credits)
This course covers the law of agency and unincorporated business entities, focusing on individual and organizational accountability for the actions of authorized and unauthorized agents and independent contractors. Topics include the nature, creation, and termination of the agency/employment relationship; the rights, powers, and fiduciary responsibilities of agents; and the contract and tort liabilities of principals. The course also addresses the law of general and limited partnerships, examining partners' fiduciary obligations; partners' management and property interests; creditors' rights; and the overall nature, formation, operation, and termination of partnerships. Unincorporated business entities, including limited liability limited partnerships and limited liability companies will also be discussed.

ANTITRUST LAW (3 credits)
This course involves a study of the benefits and dangers of competition in a free enterprise system, with emphasis on the federal and state efforts to adjust the competitive balance. The course examines private actions for treble damages as well as the procedure governing federal enforcement and reaction to practices such as price fixing, monopolization, boycotts, exclusive dealing, franchises, and illegal tie-ins. The course provides an examination of the law and policy embodied in the Sherman Act, the Clayton Act, and the Federal Trade Commission Act which are the major federal statutes concerned with the control of private economic power.

BANKRUPTCY PROCEDURE AND PRACTICE, PART I (2-3 credits)
This course will explore adjustment of the debtor/creditor relationship through the federal bankruptcy laws, beginning with background discussion on the history and purpose of insolvency laws and continuing with the sources of both secured and unsecured creditor claims. The course will cover security interests, attachment and judgment liens, filing of the bankruptcy petition and schedules, the automatic stay, and creation of the estate and discharge. Chapter 7 liquidation and Chapter 13 wage earner plans will both be explored in depth. Other subjects explored will be relief of stay, dischargeability litigation and the avoiding powers of the trustee.

BANKRUPTCY PROCEDURE AND PRACTICE, PART II (2-3 credits)
This advanced course will cover both individual and business reorganizations in Chapter 11, including assumption and rejection of leases and other executory contracts, preparation of disclosure statements, and negotiation and confirmation of plans. Students will be expected to engage in role-playing exercise to simulate the competing interests of debtor, unsecured creditors and secured creditors in the reorganization effort. Bankruptcy Procedure and Practice, Part I is a prerequisite.

BUSINESS PLANNING (2 credits)
This course utilizes a problem-method study of corporate and tax issues entailed in forming and operating a small enterprise, forming a closely held corporation, and in public financing of an existing enterprise. The course addresses similar problems arising from the need to readjust shareholder interests because of the impending retirement of older shareholders and the shift of control to younger persons. Problems arising on the death of a major shareholder are also considered. Moot clinical training is included, from drafting corporate documents to conducting client interviews and corporate meetings.

CORPORATE MERGERS AND ACQUISITIONS (3 credits)
"Poison Pills," "Bear Hugs," "Saturday Night Specials," and "Lady Macbeth" are all characters in the continuing drama of corporate mergers and acquisitions. In this course, we will come to know them and develop an understanding of the specific roles they play. This course has a real-world, practical bent. Thus, in addition to exploring the merits of displacing inefficient management, context-specific director fiduciary duties, and the importance of capitalizing on potential corporate synergies, we will devote a portion of our work to the analysis of relevant state and federal statutes to develop an understanding of both what must be done to effect the transactions (or what is explicitly forbidden) and the policies underlying those formal requirements/prohibitions. We will give attention to key merger agreement terms as well as the various legal issues presented in high-profile Wall-Street type deals (which occasionally have hostile origins and evoke equally hostile responses) and the less glitzy, "friendly" deals which frequently involve small, closely-held businesses ("Main Street M&A"). On completion of the course, students should have a firm sense of how the deals are executed and a skill set enabling them to make a real, first-day-on-the-job contribution in terms of evaluating, documenting, and implementing M&A deals. Though the course has no formal prerequisites, students should either have taken Corporations or be concurrently enrolled in that course.

CORPORATE TAX (3 credits)
The basic federal income tax consequences to regular corporations and their shareholders of incorporations, capital contributions, corporate operations, dividend and other distributions, stock dividends, redemptions and liquidations, the accumulated earnings tax, and the personal holding company tax. S corporation taxation will also be briefly discussed.

CORPORATE TAX II: MERGERS AND ACQUISITIONS (3 credits)
The federal income tax consequences of taxable and tax-free stock and asset acquisitions and dispositions, including reorganizations, consolidations and corporate divisions; the carryover and survival of net operating losses and other corporate attributes; and the acquisition of loss corporations. (Prerequisite: Corporate Tax I.)

INTELLECTUAL PROPERTY (3 credits)
This course surveys the primary types of intellectual property under federal and state law. It emphasizes trademarks, copyrights, and patents while also addressing unfair competition, rights of publicity, trade secrets, and protection of designs. The course analyzes the rights and remedies associated with each type of intellectual property that it covers, as well as the relationships between different types of intellectual property.

INTERNATIONAL BUSINESS TRANSACTIONS (3 credits)
This introductory survey course studies the major issues in international business law. While the course will not focus heavily on international trade law, it will review the subject. In addition, the course will cover two other major forms of international business, namely foreign direct investment and the licensing of technology such as trademarks and patents. The course will also deal with the regulation of international business transactions, particularly with respect to corruption, human rights, the environment, and antitrust, as well as issues of particular interest in foreign business deals such as political risk, currency devaluation, and acquiring insurance. Finally, the course will discuss the resolution of legal disputes in the international arena through litigation, arbitration, and other means.

INTERNATIONAL ENERGY SECURITY AND CLIMATE CHANGE (2-3 credits)
Energy security and climate change are inextricably linked. Nations' energy policies and strategies have influenced the current international climate change regime, and will shape the future post-2012 legal regime. This course examines international energy security policies and the international climate change regime. It addresses recent developments in U.S. foreign and domestic policies on climate change and compare them with other approaches, such as that of the European Union.

INTERNATIONAL INTELLECTUAL PROPERTY (2-3 credits)
This is the introductory course in international law, covering the nature and sources of international law and its major developments. This course introduces students to the basic law of the international organizational system, including the United Nations and UN specialized agencies. The course introduces concepts of international law and how they achieve legitimacy in the international system through United Nations organs and conferences, the International Court of Justice, the International Law Commission, treaty bodies, and state practice. The law of foreign sovereign immunity and the act of state doctrine are considered along with the role of international law in the U.S. legal system and the allocation of foreign affairs powers between the President and Congress. Selected topics that may be explored include international claims (including expropriation law), human rights, norms governing the use of force, and the law of the sea and environmental issues.

INTERNATIONAL REGULATION AND CORPORATE SOCIAL RESPONSIBILITY (2-3 credits)
With globalization, investments of multinational enterprises abroad are growing. This development raises concerns about the erosion of social standards. Corporations are increasingly getting involved in addressing these problems directly, in addition to the existing international legal regimes. This course examines the impact of voluntary initiatives on enforcement of international legal standards on concerns such as human rights, labor and environment. It analyzes the merits and shortcomings of corporate social responsibility. Discussions will include U.S. domestic law and policy on corporate citizenship and the ongoing experiment within the United Nations through the Global Compact.

INTERNATIONAL TRADE LAW (2-3 credits)
This course addresses two international trade law regimes-WTO and NAFTA. It will examine the basic legal structure of WTO, including GATT and other agreements, and NAFTA, including the side agreement on environment. There will be an emphasis on the dispute settlement mechanisms under both trade systems. Discussions will include a comparison of the two legal regimes and their implications for public international law, particularly the notion of state sovereignty.

LABOR LAW (3 credits)
This course examines the statutes, judicial decisions, and decisions of the National Labor Relations Board (NLRB) affecting employer/union relations. Topics include the union election process and other means to determine whether employees want to be represented by a union; collective bargaining negotiations between unions and employers; union strikes, picketing, and boycotts, and employer lockouts and other responses to union activity; and the impact of these laws on business mergers and acquisitions.

LAND USE REGULATION (3 credits)
This course examines the government regulation of land use and development. It is a course in applied constitutional, administrative, and property law. The material covers land use planning, zoning, advanced and flexible zoning mechanisms, subdivision controls, constitutional and state law constraints on regulation, the economics and politics of land development, growth controls, the environmental regulation of land use and ecosystems, and alternatives to regulation. Students are exposed to business decision making, public problem solving, regulatory permitting, and social science analyses.

PARTNERSHIP TAX (3 credits)
The federal income taxation of partnerships and entities taxed as partnerships, such as limited liability companies, including entity classification rules, partnership capital accounts, tax accounting rules, partnership operations, partner contributions, distributions, allocation rules, dispositions of partnership interests, partnership terminations, taxation of service partners and basis adjustments. (Prerequisite or co-requisite: Income Taxation for LL.M. Students.)

PATENTS AND TRADE SECRETS (2 credits)
This advanced course in intellectual property covers topics related to patents and trade secrets.

PRIVATE TORT LAW AS PUBLIC POLICY (2-3 credits)
This course will be a consideration of the social and political choices that are reflected in certain areas of contemporary tort law. It will explore the benefits and costs of tort liability as a mechanism for the allocation of social costs and for providing compensation for injuries, and for expressing social and political judgments about moral condemnation and appropriate levels of care and safety. As such, this course will be an inquiry into public policy, social choice, economic incentives, and theories of justice. It will also reflect on how society makes such decisions, and on who in society is given the authority to make such decisions for the rest of us.

REAL ESTATE DEVELOPMENT AND LAW (2 credits)
This course covers the essentials of the real estate development process and real estate industry that are critical for real estate attorneys to know, and examines specific legal issues that arise in real estate development. Particular emphasis is given to a lawyer's judgment and skills in representing clients on real estate and land development matters. Prerequisite: Real Estate Transactions & Finance.

REAL ESTATE TAX PLANNING (2 credits)
Tax planning issues for those who develop and/or operate real estate, including choice of business entity, financing techniques and syndications, handling of pre-opening expenditures, capital gain/loss issues, selling or disposing of the property, charitable easements, depreciation and amortization, repairs and capitalization, tax shelter rules (at risk and passive loss rules), and special concerns with rehabilitation credits, low income housing, condominiums, time share projects, and homeowners associations. Prerequisites: Federal Income Taxation, Property I, and Property II. Successful completion of or concurrent enrollment in Real Estate Transactions and Finance, and Taxation of Business Organization is recommended.

REAL ESTATE TRANSACTIONS AND FINANCE (3 credits)
A study of various aspects of real estate transactions and financing. Topics may include contracts of sale, brokerage, buyer-seller rights and obligations, title insurance, development, commercial leasing, mortgages, deeds of trust, liens, foreclosure, receivership, priorities, subordination, suretyship, securitization, tax considerations, and strategies of negotiation and drafting.

SALES (3 credits)
This course explores the law of the sale of goods primarily through a series of problems designed to facilitate study of the Uniform Commercial Code and related statutes, and a review of the fundamentals of contract law.

SECURED TRANSACTIONS (3 credits)
"No Money Down," "0% A.P.R.," "No Payments until 2009." Innocent enough in their own right, each of these familiar phrases openly welcomes the consumer to the world of secured transactions. Generally speaking, a secured transaction is one in which a debtor borrows money from a creditor and designates property as collateral to secure repayment of the loan. A classic example would be the financed purchase of an automobile. Should the debtor fail to make the required payments, the secured party may take legal action or (in some instances) repossess the property. Secured transactions fuel a substantial part of the American economy. In this course, we will examine various rules governing debtor/creditor and creditor/creditor relationships, addressing several key questions: how do financial institutions protect themselves against borrower default, what happens when the debtor files for bankruptcy protection, and who wins when similarly-situated creditors must square off against each other in the fight for the debtor's vulnerable assets? Given that many of the rules governing secured transactions in personal property are found in Article 9 of the Uniform Commercial Code, we will frequently consult its provisions. In laying a core conceptual foundation, we will also address secured transactions in real property, including the ramifications of mortgaging property and the legal and equitable rights of mortgagors and mortgagees prior to and during the foreclosure process. In each session, we will apply the law to hypothetical problems presented, and as a result, students completing the course will have a knowledge base critical to the effective representation of average consumers, growing businesses, insolvent/bankrupt debtors, and sophisticated financial institutions. The course provides a solid foundation for courses in Bankruptcy Law.

SECURITIES REGULATION (3 credits)
This course covers the federal regulation of the distribution and sale of stocks and other securities as a means of financing business operations. Students will closely examine the Securities Act of 1933 and the Securities Exchange Act of 1934. The course will explore such topics as the definition and nature of securities; the registration and sale of securities to investors; exemptions from registration for public and private offerings; the philosophy of mandatory disclosure rules; the work of the Securities and Exchange Commission; the role of underwriters; civil and criminal liability of corporate issuers, directors, and officers for fraud and manipulation of securities markets; the regulation of brokers and dealers; and the unique professional responsibilities of attorneys who practice in the securities field. It is recommended that students successfully complete Corporations prior to this course.

SEMINAR IN LAND USE LAW, PLANNING, AND POLICY (2 credits)
This course is an advanced, interdisciplinary seminar that explores selected land use issues from legal, urban planning, and public policy perspectives. Land use law, urban planning, and public policies are integrally connected, sometimes in complementary ways and sometimes in conflicting ways. Students will be expected to grasp the insights and essentials of urban planning, policy studies, and cognate disciplines as presented in the course, and to consider their relationship to legal theory and practice. Prerequisite: Land Use Regulation.

TAX POLICY (2 credits)
An overview of selected tax policy subjects chosen by the instructor, followed by the preparation of a research paper. With approval, this course may be substituted for the Federal Tax Research course.

TRADEMARKS AND UNFAIR COMPETITION (2 credits)
This advanced course in intellectual property covers topics related to trademarks and unfair competition.

Chapman University School of Law
LL.M. Programs
One University Drive
Orange, CA 92866
(714) 628-2635
(714) 628-2655 fax
llm@chapman.edu