Postgraduate Course: Applied Corporate Law (LAWS11470)
|School||School of Law
||College||College of Arts, Humanities and Social Sciences
|Credit level (Normal year taken)||SCQF Level 11 (Postgraduate)
||Availability||Not available to visiting students
|Summary||This course demonstrates what corporate lawyers do in practice. To do so, it examines theories of whether law impacts on transactions struck between parties, and the role that lawyers have in undertaking such transactions.
The course then applies these concepts to practical examples of corporate law in action by way of four specifically themed pairs of seminars. Each pair of seminars is based on a case study delivered by a leading legal practitioner. In the first seminar of each pair we will explore the theories and law underpinning a certain area. In the second seminar of each pair the practitioner will deliver their case study in that area, and then be available to answer questions from students as to how or why such transactions developed the way they did. As a result, this course explores what corporate lawyers do, and by extension corporate law does, in practice across the UK market.
The 10 seminars will be structured as follows:
1. Theory of Law in Transactions - this would deal with the Coase theorem, 'Law and Finance' literature and related criticisms to understand whether law plays any role in transactions.
2. Theory of Lawyers in Transactions - this would cover Gilson's theory of lawyers as 'transaction cost engineers' and the related criticisms to understand the role that lawyers play in any transaction.
3. Case Study 1 Theory - this would deal with the law and theories of case study one.
4. Case Study 1 Application - this will be presented by the first practitioner.
5. Case Study 2 Theory - this would deal with the law and theories of case study two.
6. Case Study 2 Application - this will be presented by the second practitioner.
7. Case Study 3 Theory - this would deal with the law and theories of case study three.
8. Case Study 3 Application - this will be presented by the third practitioner.
9. Case Study 4 Theory - this would deal with the law and theories of case study four.
10. Case Study 4 Application - this will be presented by the fourth practitioner.
Entry Requirements (not applicable to Visiting Students)
||Other requirements|| None
Course Delivery Information
|Academic year 2021/22, Not available to visiting students (SS1)
|Learning and Teaching activities (Further Info)
Seminar/Tutorial Hours 20,
Programme Level Learning and Teaching Hours 4,
Directed Learning and Independent Learning Hours
|Assessment (Further Info)
|Additional Information (Assessment)
||Summative Assessment Information:
- 5000 Word Essay (100%)
||There will be a voluntary 750 word formative essay on legal aspects of case study 1 which can be submitted by the end of week 7.
Feedback on the formative assessment may be provided in various formats, for example, to include written, oral, video, face-to-face, whole class, or individual. The course organiser will decide which format is most appropriate in relation to the nature of the assessment.
Feedback on both formative and summative in-course assessed work will be provided in time to be of use in subsequent assessments within the course.
Feedback on the summative assessment will be provided in written form via Learn, the University of Edinburgh's Virtual Learning Environment (VLE).
|No Exam Information
On completion of this course, the student will be able to:
- Demonstrate an understanding of contemporary theories and practices of the role of law and the role of lawyers in the conclusion of corporate bargains.
- Critically analyse the foregoing theories against case studies provided from leading practitioners.
- Draw linkages between the theory and practical elements themselves to garner their own personal interpretation of the interaction between law, lawyers and corporate transactions.
- Use their own motivation to link the theoretical aspects into the applied case studies that they have seen.
- Evidence skills for reading, critical analysis, written and oral skills, and skills for interacting with legal professionals from an academic position.
The Role of Law in Transactions
R H Coase "The Problem of Social Cost" (1960) 3 The Journal of Law and Economics 1.
JL Coleman 'Efficiency, Exchange, and Auction: Philosophic Aspects of the Economic Approach to Law ' (1980) 68(2) California Law Review 221.
P Schlag 'Coase Minus the Coase Theory ¿ Some Problems with Chicago Transaction Costs Analysis' (2013) 99(1) Iowa Law Review 175.
S Schwab 'A Coasean Experiment on Contract Presumptions' 17 Journal of Legal Studies 237.
D H Regan 'The Problem of Social Cost Revisited' (1972) The Journal of Law & Economics 427.
R L Hale 'Bargaining, Duress and Economic Liberty' (1943) 43 Columbia Law Review 604.
R La Porta and others, ¿Law and finance¿ (1998) 106(6) Journal of Political Economy 1113.
R La Porta, and others, ¿Legal determinants of external finance¿ (1997) 52(3) Journal of Finance 1131.
H Spamann, ¿The "Antidirector Rights Index" Revisited¿ (2010) 23(2) The Review of Financial Studies 467.
The Role of Lawyers in Transactions
RJ Gilson, 'Value Creation by Business Lawyers: Legal Skills and Asset Pricing' (1984) 94(2) The Yale Law Journal 239.
S Schwab 'Coase Defends Coase: Why Lawyers Listen and Economists Do Not' (1989) 87 Michigan Law Review 1171 transactional skills training into the curricula of America's law schools' 2014 Stanford Journal of Law, Business & Finance 121
RK Rasmussen, 'Lawyers, Law, and Contract Formation Comments on Daniel Keating's "Exploring the Battle of the Forms in Action"' (2000) 98(8) Michigan Law Review 2748.
D Cumming and S Johan, 'Is it the Law or the Lawyers? Investment Covenants around the World' (2006) 4(12) European Financial Management 535.
D Driesen & S Ghosh 'The Functions of Transaction Costs: Rethinking Transaction Cost Minimization in a world of friction' (2005) 47(1) Arizona Law Review 61.
MS Knoll and DMG Raff 'A Comprehensive Theory of Deal Structure: Understanding How Transaction Structure Creates Value' (2010) 89 Texas Law Review 35.
EA Bernstein 'Law & Economics and the Structure of Value Adding Contracts: A Contract Lawyer's View of the Law & Economics Literature' (1995) 74(1) Oregon Law Review 189.
GW Dent Jnr, 'Business Lawyers as Enterprise Architects' (2009) 64 The Business Lawyer 279.
RE Scott and GG Triantis, 'Anticipating Litigation in Contract Design' (2006) 115(4) Yale Law Journal 814.
KS Okamoto 'Reputation and the Value of Lawyers' (1995) 74(3) Oregon Law Review 15.
Case Study Reading:
E Berry ¿Limited partnership law and private equity: an instance of legislative capture?¿ (2018) Journal of Corporate Law Studies
Slaughter & May ¿The Law of Difficult Meetings¿ 2016
[Other articles to be finalised following further discussion with the relevant case study presenters]
P L Davies & S Worthington Gower Principles of Modern Company Law (Sweet & Maxwell, 2017, 10th edition)
D Kershaw Company Law in Context
S Worthington Sealy & Worthington¿s Text, Cases and Materials in Company Law
|Graduate Attributes and Skills
||Knowledge and Understanding:
Understand the contemporary theories and practices of the role of law and the role of lawyers in the conclusion of corporate bargains.
Skills and Abilities in Research and Enquiry:
Critically analyse the foregoing theories against case studies provided from leading practitioners.
Skills and Abilities in Personal and Intellectual Autonomy:
Draw linkages between the theory and practical elements themselves to garner their own personal interpretation of the interaction between law, lawyers and corporate transactions.
Skills and Abilities in Communication:
Students will be expected to formulate their own questions to be able to draw such linkages.
Skills and Abilities in Personal Effectiveness:
Use their own motivation to link the theoretical aspects into the applied case studies that they have seen.
Develop skills for reading, critical analysis, written and oral skills, and skills for interacting with legal professionals from an academic position.
Acquire valuable practical skills in understanding the mechanisms of corporate transactions and the role of corporate lawyers in designing and implementing them.
|Keywords||LLM,Corporate Law,Law,Level 11,Postgraduate,Commercial Law
|Course organiser||Dr Jonny Hardman
Tel: (0131 6)50 2374
|Course secretary||Miss Bethan Walters
Tel: (0131 6)50 2386