Executive LL.M.

CONTRACT LAW

An introduction to American Contract Law, with an emphasis on common law development.

BUSINESS ASSOCIATIONS

This course introduces the law that governs unincorporated business associations, limited liability companies and corporations. The course begins with the law of agency, which provides the foundation for discussion of the most common business associations: partnerships, limited liability companies and corporations. Following agency, the course addresses partnerships, with particular attention to applicable fiduciary duties and the relationship among partners. After partnerships, the course briefly addresses limited liability companies. The course concludes with corporations, considering their shareholders and their boards of directors, and exploring limited liability and piercing the corporate veil, the business judgment rule, and fiduciary duties.

INTRODUCTION TO CONSTITUTIONAL LAW

This course provides a survey of US Constitutional Law with an emphasis on the structural aspects of the Constitution. Also included will be examinations of court structure, procedure, jurisdiction and federal practice.

INTERNATIONAL ARBITRATION

This course is designed for students to acquire knowledge about methods and basic concepts of international arbitration. Students learn to handle the application of national and international rules of reference within international arbitration by swiftly drafting arbitration clauses and understanding how to negotiate them. They will analyze all the steps of an international arbitration process and deal with an actual international arbitration case to solve problems that could arise in their practice. Students will study the most relevant current trends in international arbitration.

CORPORATE FINANCE

In most global law firms, corporate financial operations (M&A, capital market transactions, restructuring and bankruptcy processes, project finance, etc.) are an important part of their business. Thus, a basic financial background is essential to participate in the advice and design of these operations. The law provides a legal framework to the financial system, which seeks to guarantee certain principles and objectives. It is essential to know and understand the basic principles on which financial discipline is based. This course aims to give students a comprehensive understanding of the most important concepts and frameworks in finance.

CONTRACT DRAFTING

The course focuses on enabling candidates to structure and negotiate both pre-contractual and contractual agreements. Students will learn how to analyze, assess, and advise on the effect of different types of clauses and define how they can be drafted or redrafted to leverage commercial objectives and manage and minimize risk of clients in international cross border transactions. The course objective is to introduce participants to the principles of contract drafting and, particularly, to the practical world of international contracts in English.

PROFESSIONAL RESPONSIBILITY / ETHICS (NORTHWESTERN)

This course covers the ABA Model Rules of Professional Conduct, the California Rules of Professional Conduct, relevant sections of the California Business and Professions Code, and leading federal and state case law on the subject.

STRATEGY

This introductory course to the area of strategic management aims to provide students with a thorough understanding of the internal and external factors that shape a firm’s ability to create value. Students will be familiarized with tools to analyze industries, firm resources, and competitive interactions, both on the individual business and the corporate level. The course objective is to instill a strategic mindset that will enable students to go beyond a simple application of tools to derive a deep understanding of firm competitive behavior to enhance their own firm’s performance in any given situation.

FINANCIAL ACCOUNTING

An introductory course teaching the concepts essential to the reporting of a company´s financial position. Students will learn to analyze operating results and cash flows to investors, creditors, and other decision makers, including how information is gathered and reported in financial statements. Upon completion of this course, students will have sufficient knowledge of the fundamental concepts, terminology, and techniques of financial accounting to analyze a corporate annual report.

CIVIL PROCEDURE

This course focuses on the structure and organization of the federal and state judicial systems, jurisdiction over the person and subject matter, process and pleadings, parties, joinder of claims, pre-trial motion practice, discovery of evidence, division of functions between judge and jury, in court procedures, post-trial motions, and appellate review. The course is litigation practice oriented and uses the Federal Rules of Civil Procedure as a model.

INTERNATIONAL TAXATION

This course familiarizes students with the principles and underlying policies of the United States taxing system concerning: (1) income earned by United States citizens, resident aliens, and corporations from business and investment activities abroad and (2) income earned by nonresident alien individuals and foreign corporations from business and investment activities in the United States. It considers the basic international tax jurisdiction issues, the United States tax rules with respect to the sale of United States real property interests, an introduction to the foreign tax credit provisions, the foreign earned income exclusion in ‘911, the role of tax treaties, and an introduction to Subpart F and the other so-called «anti-deferral» mechanisms.

NEGOTIATIONS

Most lawyers, negotiation is a major part of their professional duties. Of those matters that come into a lawyer’s office, the vast majority are resolved by negotiation. Negotiation: communication for the purpose of persuasion is also a major element of everyday life. This course is designed to give students experience in negotiation, as well as a grounding in negotiation theory. The emphasis of the course is on experiential learning. Students spend most of their time participating in negotiation simulations, as well as discussing negotiation problems.