Navigating the Business Law Curriculum

You should take Business Organizations, which will allow you to understand the establishment, control, management, and financing of a broad range of entities, including publicly-owned corporations. You will learn about the fundamental problems that arise when there is a separation of ownership and control, and how legal principles and structures act to mitigate these problems. This knowledge is key if you are interested in advising organizations in any capacity in the future. You should take Business Organizations regardless of whether you ultimately seek to work in the public interest or the private sector. A public interest lawyer will often advise non-profits, which are corporate or non-natural entities, interact with for-profit corporations, and sit on boards, where an understanding of fiduciary duties would be paramount.

Both practitioners and academics believe Business Organizations to be foundational. The course is often a prerequisite for further experiential or other work. For example, the Entrepreneurship & Innovation Clinic, the Anatomy of a Merger simulation, and the Corporate Litigation Seminar (last offered Spring 2024) all require or assume knowledge of the corporate law principles that you will learn through Business Organizations. Given its foundational nature, you should consider taking Business Organizations in the second semester of your 1L year.

You should also take Securities Regulation, where you will explore the extensive federal regulatory framework governing corporations wishing to raise capital from investors through the public issuance of stock, bonds, or other securities. You will learn about the U.S. Securities and Exchange Commission, and the two primary statutes that it administers – the Securities Act of 1933 and the Securities Exchange Act of 1934. This knowledge is crucial whether you are interested in structuring securities offerings, advising clients on corporate governance and other compliance matters, or pursuing or defending against securities law violations, agency enforcement actions, or shareholder derivative suits. Given the technical nature of the federal regulatory framework, this knowledge is also difficult to master on-the-job or through self-study. Securities Regulation is a prerequisite for experiential work in capital markets, such as Advanced Issues in Capital Markets: The IPO (last offered Spring 2023). It also provides basic background for further work in White Collar Criminal Defense or Internal Investigations (last offered Fall 2023).

If you are interested in tax, employee benefits, and executive compensation, you should take Federal Income Taxation, which is a prerequisite for Corporate Taxation.

Finally, if you are interested in financial regulatory work, you should take the Law and Regulation of Banks and Other Financial Intermediaries (last offered Spring 2024).

In the competitive legal and business landscape of today, students who have strong numeracy skills and understand basic negotiation principles tend to excel. Employers see them as assets who can quickly add value, and these skills become even more crucial as students advance in seniority and face more complex challenges.

Accounting is the language of business and finance. A familiarity with financial statements (e.g., balance sheets, income statements, and cash flow statements) allows you to evaluate the financial health, performance, and risks of a company. The Law School has long offered Financial Accounting in Spring semesters, which is taught by Rick Antle, the William S. Beinecke Professor of Accounting at Yale School of Management.

Enterprises are often seeking to finance their activities at low cost and minimal risk. Investors are seeking to understand the returns that they might gain for the risk that they have agreed to undertake. Buyers and sellers in mergers and acquisitions are seeking to understand the value of the assets or company under consideration. Taking a corporate finance course will provide you with insight into how each of these potential clients evaluate the questions that are core to them. The Law School has long offered a variety of corporate finance courses, taught by either Law School faculty or Yale School of Management faculty. These courses typically only require basic tolerance for mathematical examples and computation, not quantitative proficiency.

In addition to financial accounting and corporate finance, you should gain a grounding in negotiation theory and practice. In recent years, the Tsai Leadership Program has sponsored the Negotiating Professionally course at the Law School, which counts toward your experiential learning requirement of six (6) credit hours. It has also sponsored courses in other quantitative analytical methods, such as Beyond Reasonable Doubt: Uncertainty, Data, and Judgment, and has held recurring workshops in financial statement analysis and financial modeling.

If you would like to look beyond the Law School, either because you desire a more basic and comprehensive introduction or because you would like more advanced work, then you should consider the courses below.

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Financial Accounting

Foundations of Accounting and Valuation (ACCT 270) at Yale College

Corporate Finance

Corporate Finance (MGMT 541) at Yale School of Management*

* Corporate Finance (MGMT 541) assumes that you already know basic concepts, such as discounting to present value and the capital asset pricing model. It is an elective course designed to follow the Investor course in the core curriculum of Yale School of Management.

Statistics and Quantitative Analysis

Introduction to Data Analysis and Econometrics (ECON 117) at Yale College

Introductory Statistics (S&DS 100a or b) at Yale College

Y Data: An Introduction to Data Science (S&DS 123) at Yale College

Microeconomics

Introductory Microeconomics (ECON 115) at Yale College

Intermediate Microeconomics (ECON 121) at Yale College

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If you strongly suspect that you want to transition to business at some point in your career, you may want to consider enrolling in a joint JD-MBA program, which are typically four years. Students have pursued joint degrees with Yale School of Management, Harvard Business School, MIT Sloan School of Management, Stanford Graduate School of Business, and the Wharton School of the University of Pennsylvania.

You should carefully consider how to fulfill your experiential learning requirement, which totals six (6) credit hours.

a. For those interested in transactional work

You should consider the Entrepreneurship and Innovation Clinic, where you will counsel and complete transactional assignments for live clients, ranging from Yale student and faculty-lead ventures to innovative start-ups and emerging growth companies on the East Coast and around the globe. Since the Center launched the Clinic in 2018, it has employed 117 student attorneys in the service of 74 clients, which have raised a total of almost $49 million in funds.

You may wish to consider as well the Community and Economic Development Clinic, where you will also counsel live clients, including nonprofits, community development financial institutions, advocacy organizations, neighborhood associations, governmental entities, social enterprises, and small businesses, and where you will learn to negotiate and draft contracts.

As each clinic is often four (4) credits, you may also want to take a simulation course, which is often two (2) credits. The Law School frequently offers the following simulation courses:

Anatomy of a Merger

Advanced Deals Workshop: Public Company M&A (last offered Spring 2024)

Advanced Issues in Capital Markets: The IPO (last offered in Spring 2023)

Negotiating and Drafting Secured Transactions

Finally, the Yale Law & Business Society (YLBS), a student organization, often hosts transactional competitions with Latham & Watkins LLP.

In the 2023-2024 academic year, the Center also partnered with YLBS to send four students to the inaugural ABA M&A Committee Negotiations Competition, which was held in Laguna Beach, CA. Those interested in participating in the Negotiations Competition in 2024-2025 should contact the Chae Initiative in Private Sector Leadership.

b. For those interested in litigation

The Law School offers a broad range of clinical and experiential options focused on public interest litigation and advocacy. Any of these options will allow you to hone skills valuable for private practice. Practitioners have identified skills in the following areas as particularly worthwhile to develop:

Trial or other forms of verbal advocacy

Advanced legal writing and research

Motions, depositions, and injunctions

Discovery

Class certifications

c. For those interested in transitioning in-house

You should learn what in-house counsel do, the challenges they help companies navigate, and the tensions they face in balancing business objectives with legal and regulatory compliance. Courses addressing the in-house counsel perspective have included Corporate Crisis Management, which counts toward your experiential requirement, as well as The Lawyer as Leader and the Critical Role of the General Counsel.

The Center, through the Marvin A. Chirelstein Colloquium and other events, often invite general counsel to speak about their roles and their challenges. You may want to attend these events.

Over the Summer and Fall of 2020, the Center circulated a survey to practitioners at major law firms of various seniority levels and in different practice areas. The survey asked practitioners how useful it would be for an associate to have taken courses in specified business-related analytical skills, as well as substantive law. The Center received 218 responses from a minimum of 24 firms, which included certain of the largest employers of YLS graduates or 2Ls in recent years.

Of the 218 responses:

(a) 133 were from attorneys engaging in Corporate/Transactional work;

(b) 41 were from attorneys engaging in Litigation;

(3) 25 were from attorneys engaging in Regulatory work; and

(4) 19 were from attorneys engaging in Tax, Employee Benefits, and Executive Compensation work.

The Center also separately surveyed 13 current and former senior in-house counsel.

The results of the two surveys broadly accord with the findings of a prior online survey conducted by Harvard Law School in 2013, as well as prior observations on the transformative effects of the incorporation of finance and microeconomics into corporate law scholarship and practice. See After the Revolution in Corporate Law by Center Co-Director Roberta Romano in The Journal of Legal Education.

Please attend the presentation on How to Craft a Career in Corporate Law: Foundations for Transaction Lawyering, Litigation, Business and Academic Careers in Fall 2024.

For more detail on the Fall 2024 and Spring 2025 courses listed below, please see YLS: Courses.

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Fall 2024

Advanced Community and Economic Development Clinic: Fieldwork. 2 or 3 units (graded). Anika Singh Lemar and Cantwell Muckenfuss. [Experiential Requirement].

Advanced Housing and Community Development Seminar. 1 unit (credit/fail). Anika Singh Lemar and Jeff Gentes. [Experiential Requirement] [Professional Responsibility].

Advanced Contracts: Seminar. 2 or 3 units. Amy Chua. [Cross-Cultural Competency].

Advanced Entrepreneurship and Innovation Clinic: Fieldwork. 2 to 3 units (graded). Sven Riethmueller. [Experiential Requirement].

Advanced Entrepreneurship and Innovation Clinic: Seminar. 1 unit (graded). Sven Riethmueller. [Experiential Requirement].

Advanced Intellectual Property: Working with Patents and Trade Secrets. 2 units. Victoria Cundiff.

Anatomy of a Merger. 3 units. Charles Nathan. [Experiential Requirement].

Antitrust. 3 units. Eric Posner.

Applied Corporate Finance. 5 units. Roberta Romano.

Beyond Reasonable Doubt: Uncertainty, Data and Judgement. 3 or 4 units. Robert Jensen and Nils Rudi.

Business Organizations. 4 units. Jonathan Macey.

Capitalism Film Society. 2 units (credit/fail). George Priest.

Community and Economic Development Clinic: Fieldwork. 2 units (graded). Anika Singh Lemar and Cantwell Muckenfuss. [Experiential Requirement] [Cross-Cultural Competency]. Taken in conjunction with the Housing and Community Development: Seminar.

Consumer Financial Protection. 2 units. David Silberman.

Corporate Taxation. 4 units. Rick D’Avino.

Entrepreneurship and Innovation Clinic: Fieldwork. 2 units (graded). Sven Riethmueller. [Experiential Requirement].

Entrepreneurship and Innovation Clinic: Seminar. 2 units (graded). Sven Riethmueller. [Experiential Requirement].

Entrepreneurship through Acquisition: Purchasing and Operating Small Businesses. 3 units. A.J. Wasserstein.

Federal Income Taxation. 4 units. Zachary Liscow.

Financial Markets and Corporate Law Clinic. 3 units. Jonathan Macey, Gregory Fleming, and Logan Beirne. [Experiential Requirement].

Housing and Community Development: Seminar. 2 units (graded). Anika Singh Lemar and Jeff Gentes. [Experiential Requirement]. Taken in conjunction with the Community and Economic Development Clinic: Fieldwork.

Intellectual Property Transactions. 2 units. Sven Riethmueller.

International Taxation. 2 units. Deborah Paul.

Interpersonal and Group Dynamics. 3 units (credit/fail). Heidi Brooks. [Experiential Requirement] [Cross-Cultural Competency].

Negotiating Professionally. 3 units (credit/fail). Daylian Cain. [Experiential Requirement].

Robber Barons Reconsidered. 3 units. George Priest.

Secured Transactions. 4 units. Ted Janger.

The Business of Law Firms. 3 units. John Morley and David Zornow.

The Critical Role of the General Counsel. 3 units. Pierre Gentin and Jonathan Schwartz. [Professional Responsibility].

Twenty-first Century Tax Policy Challenges for the U.S. 2 or 3 units. Michael Graetz.

Understanding Illicit Finance. 2 or 3 units. Justnya Gudzowska.

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Spring 2025

Advanced Antitrust. 3 units. Alvin Klevorick.

Advanced Community and Economic Development Clinic: Fieldwork. 2 or 3 units (graded). Anika Singh Lemar and Cantwell Muckenfuss. [Experiential Requirement].

Advanced Housing and Community Development Seminar. 1 unit (credit/fail). Anika Singh Lemar and Jeff Gentes. [Experiential Requirement] [Professional Responsibility].

Advanced Entrepreneurship and Innovation Clinic: Fieldwork. 2 to 3 units (graded). Sven Riethmueller. [Experiential Requirement].

Antitrust. 4 units. Fiona Scott Morton.

Bankruptcy. 3 units. Eric Brunstad.

Business Organizations. 5 units. Roberta Romano.

Business Organizations. 4 units. Sarath Sanga.

Community and Economic Development Clinic: Fieldwork. 2 units (graded). Anika Singh Lemar and Cantwell Muckenfuss. [Experiential Requirement] [Cross-Cultural Competency]. Taken in conjunction with the Housing and Community Development: Seminar.

Corporate Crisis Management. 2 units. Heather Coleman, Marc Trevino, and Michael Wiseman. [Experiential Requirement].

Corporate Environmental Management and Strategy. 3 units. Daniel Esty.

Corporate Finance in Modern Society. 3 units. Kelly Shue.

Everyday Leadership. 3 units (credit/fail). Heidi Brooks.

Federal Income Taxation. 4 units. Anne Alstott.

Federal Income Taxation: Business and Financial Basics. 1 unit (credit/fail). Anne Alstott.

Financial Accounting. 3 units. Rick Antle.

Housing and Community Development: Seminar. 2 units (graded). Anika Singh Lemar and Jeff Gentes. [Experiential Requirement]. Taken in conjunction with the Community and Economic Development Clinic: Fieldwork.

International Business Transactions. 4 units. Amy Chua.

Negotiating and Drafting Commercial Transactions. 2 units. Eric Brunstad. [Experiential Requirement].

Negotiation Workshop. 3 units (credit/fail). Kathy Holub.

Partnership Taxation. 3 units. Noel Cunningham.

Securities Regulation. 3 units. John Morley.

White Collar Criminal Defense: Critical Issues and Strategies. 3 units. David Zornow.