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College of Law

Florida State University

 

Business Law Certificate

The Business Law Certificate Program allows students planning a career in business or business law to receive specialized training in a set of core areas: publicly traded corporations, closely-held business entities, corporate finance, law and economics, and taxation.

The certificate program carries additional requirements beyond those for the J.D. degree, and signals to potential employers that a graduate has advanced training in these core areas. Of course, to become a well-rounded business lawyer, a student must become well-versed in many other areas of the law. The program has been designed to allow students to craft a broad, well-diversified course of study.

Required Courses and Components:
  • Corporations

    (4 credits)
    Prerequisites: None

    An introduction to the language and law of business organizations, including agency, partnership, and business corporations. Topics include formation and structure of the corporation, power and fiduciary responsibility of management, rights and liabilities of shareholders, corporate capital structure and finance, shareholders' derivatives litigation, acquisitions and tender offers, and insider trading. Federal securities law is introduced. 

  • Taxation

    (3-4 credits)
    Prerequisites: None

    A study of the fundamental concepts employed in federal income taxation, the public policies that underlie the current system and the impact of that system on individuals and business entities. Could be called Federal Income Tax, Income Tax or Tax. 


In addition to the two required courses of Corporations and Taxation, students in the Business Law Certificate Program must fulfill requirements in the following components of the program:

  • Corporate Finance (1 course required)
  • Law & Economics (1 course required)
  • Business Entity, Real Estate & Taxation (1 course required) 
  • Practical Experience Component
  • Upper Level Writing Requirement (ULWR) (Business & Tax Paper)

Not all courses on the Corporate Finance, Law & Economics, Small Business Organizations and Entity Taxation Components, and Elective Courses list are offered on a regular basis — you must consult the current course offering list and plan your schedule accordingly.

Corporate Finance Courses (1 course required):

  • Bankruptcy

    (3 credits)
    Prerequisites: None

    A comprehensive study of the legal principles governing the relationship of debtors and creditors, with primary emphasis on federal bankruptcy law and focus on the rights of unsecured creditors. Traditional state remedies such as attachment, garnishment, execution, fraudulent conveyance and debtors' exemptions also are covered.

  • Corporate Finance

    (3 credits)
    Prerequisites: Corporations

    An advanced corporate course designed to develop students' awareness of the range of legal issues involved in the public and private funding of the activities of a corporation or similar business entity. The course provides a basic analysis of commercial loan agreements; stocks, bonds, and other securities; mergers and acquisitions; corporate capital structure; and enterprise valuation. 

  • Dodd-Frank Act Seminar

    (3 credits)
    Prerequisite: None

    The purpose of this seminar is to study the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. Issues covered include: the causes of financial crises; the role of governments in regulating financial institutions, and of markets in meeting regulatory shortfalls; coordination between international financial regulators; the “too-big-to-fail” problem; risk management; financial derivatives, including mortgage-backed securities and other asset-backed securities; the role of rating agencies; the regulation of hedge funds; and consumer protection. We will study how the Dodd-Frank Act addressed each of these issues. This course may fulfill the upper-level writing requirement. 

  • Financial Regulation Seminar

    Course information coming soon.

  • Secured Transactions

    (3 credits)
    Prerequisites: None

    A study of security interests in personal property. Emphasis is on the creation and operation of financing arrangements under Article 9 of the Uniform Commercial Code. Consideration of the effect of the Bankruptcy Act on Article 9 transactions also is included. 

  • Securities Regulation

    (3 credits)
    Co-requisites: Corporations OR Closely Held Business Organizations

    A study of the regulation of securities under the federal securities laws. Topics include registration of public offerings, exempt sales, insider trading, anti-fraud rules, mergers and tender offers, and the professional responsibility of securities lawyers. 

In this component, students are exposed to corporate finance issues from four principal points of view: (1) general perspective (Corporate Finance); (2) regulation of the issuance of securities, of capital markets, and financial intermediaries (Securities Regulation and Financial Regulation Seminar); and (3) debt financing through the use of collateral, as well as securitization issues (Secured Transactions and Financial Regulation Seminar); and (4) restructuring of capital structure and orderly liquidation of corporate assets (Bankruptcy).

Law & Economics Courses (1 course required):

  • Advanced Corporate Governance

    (3 credits)
    Prerequisites: Corporations

    This seminar will cover the major debates in corporate law scholarship and policy, such as whether corporations should maximize profits or consider social welfare, whether corporations are distinct entities or just a nexus of relationships among various economic actors, and whether stock options are a valuable or detrimental form of executive compensation, among others.  

  • Antitrust Law

    (2-3 credits)
    Prerequisites: None

    A study of judicial decisions construing and applying the federal antitrust laws ( i.e., Sherman, Clayton, Robinson-Patman, and Federal Trade Commission Acts) to the control of the competitive process in the American economy.

  • Behavioral Law and Economics

    This interdisciplinary seminar critically examines the “rational actor” model of legal decision making (proposed by classical economic theorists) in light of the work of social and cognitive psychology.  This course will examine cutting-edge empirical and experimental research and will challenge the descriptive assumptions that underlie legal doctrine in a variety of areas, including criminal law, contracts, torts, corporate law, administrative law, and the rules of evidence and procedure. 

    Topics include, but are not limited to: (1) how moral and social norms interact with legal rules to influence behavior (and whether they should); (2) how cognitive biases affect a party’s ability to bargain efficiently for goods; (3) the psychological factors that guide decisions regarding whether and how much to punish wrongdoers; (4) the power that group dynamics exert on board members in corporate decision making; and (5) whether the traditional “law and economics” approach to tort law fits with psychological research on risk.  Grades will be based on a presentation and research paper.

  • Corporate Law and Finance Seminar

    (3 credits)
    Co-Requisite: Corporations

    The purpose of this seminar is to study selected corporate law and finance issues from the perspective of law and economics, including: fiduciary duties, shareholder activism, executive compensation, takeovers, securities fraud, capital structure decisions and the Efficient Capital Markets hypothesis. We will pay special attention to the incentives of corporate participants to behave strategically and the relative effectiveness of markets and legal rules in reducing the level of inefficient strategic behavior. This course may fulfill the upper-level writing requirement. 

  • Financial Statements Interpretation

    (2 credits)
    Prerequisites: None

    Every lawyer should know how to read financial statements. Whether your practice concentrates in the areas of corporate, business, real estate, estate planning or family law, a lawyer will be required to read and analyze financial statements. In this skills course, students will learn basic accounting principles necessary to understand, interpret and analyze financial statements, formulate effective inquires, and communicate intelligently with business and financial professionals (as well as with their future clients). Students will read and use the information from real companies to analyze and interpret their financial statements. Specifically, this class will use real world examples to illustrate the interrelationships between financial statements and the documents underlying certain deals/transactions. The students will learn about financial reports, cash flow versus income, tax versus accounting books, the quality of earnings and analytical ratios, all of which may be necessary for a lawyer to conduct due diligence on a particular matter and to draft operative agreements. The class will also spend time analyzing past financial scandals and the financial issues that led to them (and the role a lawyer could/may have played in preventing them). This course assumes that participants have little or no background with respect to the preparation, analysis, and interpretation of financial statements. This course will fulfill the Skills Training Requirement for graduation. May be taken as a S/U grade only.

  • Game Theory for Business Lawyers Seminar

    (3 credits)
    Prerequisites: None

    Managers, shareholders, creditors, and regulators make decisions strategically: they try to predict how others may act, and they adjust their behavior in light of those predictions. Therefore, both transactional lawyers and business litigators can benefit from learning about “game theory,” the discipline that studies this sort of strategic behavior. In this seminar, we will learn about bargaining and litigation strategy, the importance of reputation when parties transact with each other repeatedly, and the extent to which informational asymmetries can distort market transactions. We will study these and related game theory issues through the lens of corporate law and finance, giving special attention to learning a critical skill: how to apply general theoretical concepts to transactional and litigation scenarios commonly encountered by business lawyers. This course may fulfill the upper-level writing requirement. 

  • Health Insurance: Markets & Regulation Seminar

    (3 credits)
    Prerequisites: None

    The purpose of this seminar is to study the U.S. health insurance market. We will begin by evaluating historical developments that have shaped the current market for health insurance and assess the evolving roles of consumers, health care providers, employers, insurance companies, and regulators. Efforts to reform the health insurance system, including the Affordable Care Act, have faced significant challenges and have met with varying degrees of success. We will evaluate factors contributing to rising health care costs, health care utilization, and decisions to purchase insurance. Issues covered will include mechanisms to control health care spending, the conduct and performance of the private health insurance market, and the need for government intervention. This course will be useful for students interested in working for law firms representing employers, insurers, or healthcare providers, and for those interested in working in consumer protection or health care policy. This seminar satisfies the ULWR.

  • Introduction to Business and Finance

    (3 credits)
    Prerequisites: None

    The primary objective of this three credit course is to familiarize students with various analytic methods and tools and their applications to various legal fields and issues. Topics include decision analysis, risk and uncertainty, preference aggregation and voting problems, selected issues in finance (e.g. time value of money and diversification of risk), elementary game theory, financial statements, basic microeconomics and fundamental concepts in statistical analysis. 

  • Law & Risk Management
    (2 credit)
    Prerequisites: None 

    The course consists of lectures from industry specialists in the Florida insurance market and professors from the Risk Management division of FSU's College of Business. These lectures provide students with a wealth of valuable information on risk management policy in addition to tips for success in the practice of law and business. During the course students have the opportunity to meet with Florida's insurance regulatory officers and leaders in Florida's administration and public finance sectors. If scheduling permits, students will also be able to see the legislative process in action with coordinated trips to the Florida House and Senate to view the Banking and Insurance committees. S/U only.
     
  • Law and Economics

    (3 credits)
    Prerequisites: None
     
    Economics plays an important role in all areas of the law. This course introduces students to the economic concepts that they will need to know to be effective litigators and transactional lawyers. Among other things, we will address the following questions. How do markets work? What happens when one party to a transaction has an informational or bargaining advantage? How can we tell whether a party is acting rationally or irrationally? How can lawyers use economics to advice clients, draft contracts and make persuasive legal arguments? We will learn all the relevant economics in class — i.e., no previous knowledge of economics is required. 

  • Law and Economics Seminar

    (3 credits)
    Recommended Pre-requisite: Law & Economics

    This seminar will focus on selected law and economics topics in contracts, torts, criminal law, litigation and the regulation of capital markets and financial institutions. We will pay special attention to the strategic interaction between parties, using game theory and behavioral law and economics as our two principal theoretical frameworks. You will learn how contracts, markets and legal rules can help (or hinder) the ability of parties to coordinate their behavior, avoid bargaining breakdowns, and anticipate and address potential conflicts. This in turn will equip you with a set of tools useful in identifying and managing risks, evaluating and drafting contracts and litigating disputes, including determining the value of potential lawsuits and the decision whether to settle or proceed to trial. No prior knowledge of economics is required. This course can be used to fulfill the upper-level writing requirement.

  • Statistical Inference in Law

    (3 credits)
    Prerequisites: None

    Statistical evidence plays a key role in many types of litigation including employment discrimination, products liability, securities fraud, and environmental crimes. The primary objective of this course is to provide an overview of statistical concepts used in legal decision making, with an emphasis on the logic of statistical evidence and inference, i.e., determining when the use of statistics is appropriate, and when assumptions based on statistical evidence are plausible or controversial. Topics for discussion will include profiling in criminal cases, DNA evidence in paternity suits, proving causation, determining future economic values, medical testing, and jury selection. Students will develop a basic understanding of the quantitative methods of statistics and probability, skill and comfort with working with statistical evidence, and confidence in communicating statistical issues in the law. The course does not require previous study in statistics or any particular mathematical background. 

  • Tax Policy Seminar

    (2-3 credits)
    Prerequisites: Tax I

    This seminar evaluates topics such as the choice of a tax base (income or consumption), rate structure (flat or progressive), taxable unit (individual or family), and method of government spending (direct or through the tax system via tax expenditures) against the tax policy norms of equity, efficiency and administrability to determine how well the present tax system satisfies these norms. 

Economics plays an important role in business law and tax. In this component students are introduced to law and economic concepts from three principal points of view: (1) a general perspective: (Law and Economics, Law and Economics Seminar, Empirical Methods for Lawyers, Behavioral Law and Economics); (2) as applied directly to corporate law and finance (Corporate Law and Finance Seminar, Corporate Governance Seminar, Corporate Governance Seminar, and Game Theory & Business Ethics Seminar); and (3) as applied to regulated industries and market regulation (Antitrust, Law and Economics of Insurance, Economic Regulation of Business Seminar).

Business Entity, Real Estate & Taxation Courses
(1 course required):

  • Business Planning

    (2-4 credits)

    This course explores the most common issues faced by small and medium-sized businesses and the lawyers representing them.  Issues that typically will be addressed include: choosing the right form (corporation, partnership, LLC) for the business, organizing and funding the enterprise, converting from one form to another, and purchase and sale of businesses.  Additional issues that may be addressed may include: buy-sell provisions, employment agreements, compensation planning, insurance, diversification, and estate, asset protection, and transition planning.  Both tax and non-tax aspects are considered.  No prerequisites.  Previous or concurrent enrollment in Corporations, Closely-Held Business Organizations, and Taxation desirable but not required.

     
  • Closely Held Business Organizations

    Prerequisites: None

    This course covers the organizational law of small businesses, particularly those with relatively few owners or shareholders. It introduces and compares different types of legal organizations commonly used by small businesses, such as general partnerships, limited partnerships, closely held corporations, and limited-liability companies (LLCs).

    Topics include the formation of business organizations, the rights and duties of owners and managers, and the breakup of businesses. The course also covers the law of agency -- that is, the law that addresses the rights and duties that arise when one person acts for another. 

  • Corporations

    (4 credits)
    Prerequisites: None

    An introduction to the language and law of business organizations, including agency, partnership, and business corporations. Topics include formation and structure of the corporation, power and fiduciary responsibility of management, rights and liabilities of shareholders, corporate capital structure and finance, shareholders' derivatives litigation, acquisitions and tender offers, and insider trading. Federal securities law is introduced. 

  • In-House Counsel

    (3 Credits)
    Prerequisites: None 

    “In-house counsel” refers to lawyers employed by corporations and similar entities. The course explores the roles of in-house attorneys, entity governance and decision-making, risk assessment, regulatory compliance and lobbying, corporate self-policing and internal investigations, and working with outside counsel. It also considers professional responsibility issues such as confidentiality, privileges, conflicts of interest, and balancing business and legal advice. Grading may be based in part on simulation exercises, including in-class role-playing and drafting documents commonly prepared by inside counsel.

  • International Taxation

    (2-3 credits)
    Prerequisites: Taxation I

    A study of the federal income tax laws and international tax treaty provisions that apply to transactions that cross international boundaries. 

  • Real Estate Finance

    (3 credits)
    Prerequisites: None

    This course is designed to train students to analyze complex commercial real estate transactions. It is interdisciplinary within law, attempting to integrate topics including basic mortgage law, usury law, subordination agreements, mechanics lien law, selected uniform commercial code issues, choice of business entity, federal and state securities law and, importantly, federal income tax law. Condominia and cooperatives are discussed as security devices. The federal income tax coverage concentrates on a handful of issues fundamental to commercial real estate transactions, especially the tax treatment of indebtedness and tax aspects of leasing arrangements, including synthetic lease transactions. 

  • Taxation Legal Research
  • Taxation of Business Entities

    (4 credits)
    Prerequisites: Taxation

    This course is an introduction to the federal income taxation of business entities. The course covers the taxation of C corporations and their shareholders. C corporations are generally taxed as entities separate and distinct from their shareholders. The course will also cover the taxation of LLCs/partnerships and their owners. Under subchapter K, there is no entity-level tax on an LLC or partnership, and amounts of income and deductions recognized by the entity flow through to its owners to be reported on the owner’s tax return. Finally, the course will also cover S corporations, which are certain closely held corporations that are generally not taxed separately. The course will include discussion of the tax consequences of formation, operation and liquidation of business entities, as well as distributions of cash and other property by the entity.

In this component students are introduced to a number of special corporate law, finance and tax issues relevant to closely held business organizations and complex real estate transactions.

Practical Experience Component (1 course required):

 

Elective Courses:
The remainder of the 21 required credit hours must be fulfilled by taking additional courses on the Corporate Finance, Law & Economics, Small Business Organizations and Entity Taxation Components list and/or selections from the following Elective Courses:

 

Commercial Law:

  • Commercial Paper

    (2 credits)
    Prerequisites: Must not have taken Commercial Law Survey

    Principles of commercial paper; system of bank deposits and collections, including the relationship of the commercial bank and its customer. The use of commercial paper in documentary exchanges is also covered. 

  • Consumer Law

    (2-3 credits)
    Prerequisites: None

    A study and analysis of decisional and statutory materials dealing with problems in areas such as consumer credit, deceptive and oppressive sales practices, extrajudicial collection efforts and the role of credit reporting agencies. 

  • Contract Drafting

    (2 credits)
    Prerequisites: None

    This course will teach the principles of contemporary commercial drafting, introduce documents typically used in a variety of business transactions and provide an overview of principled contract negotiation techniques. The course will be of particular interest to students pursuing a corporate law career, but the concepts are applicable to any transactional practice and will even be useful to litigators.

    Students will be exposed to:

    1) The business purpose of major contract concepts
    2) Translating the business deal into contract concepts
    3) Drafting each of a contract’s parts
    4) Techniques for principled negotiation (win-win negotiation)

    Practical examples will help students understand the importance of drafting with clarity and without ambiguity, how to work through the formal drafting process and how to review and comment on contracts. Students will participate in several multi-phase drafting exercises and mock negotiations.

  • Sales and Leases

    (2-3 credits)
    Prerequisites: None

    A study of the rights and responsibilities of sellers, buyers, lessors and lessees of personal property, including transactions in documents of title and letters of credit. The emphasis will rest on Articles 2 and 2A of the Uniform Commercial Code and the United Nations Convention on the International Sale of Goods, with some additional attention paid to Articles 5, 6 and 7 of the Code and the corresponding international law on documents of title and letter of credit. 

Regulated Industries:

  • Communications Law

    (2 credits)

    This course will focus on the law and economics underlying the regulation of telecommunications services. It will cover, at a minimum, regulation of two-way point-to-point communication (what used to be known as telephony), use of the broadcast spectrum, wireless and broadband regulation, and regulation of the Internet. Conceptually, the course will focus on the ideas about networks, monopoly and vertical integration and the role of administrative agencies in addressing issues raised by these attributes of the telecommunications market.

  • Insurance Law

    (3 credits)
    Prerequisites: None

    This course covers basic legal principles and their applicability to insurance generally. Construction of contracts, government supervision, insurance practice and litigation, and industry organization are reviewed. 

  • Oil and Gas Law

    (3 credits)
    Prerequisites: None

    This course will explore the law that applies to extracting and transporting oil and gas resources in the United States. The first several days of the course will describe the process of locating minerals underground and drilling and hydraulic fracturing for natural gas and oil, as these processes and technical terms for these processes will arise in many of the cases that we will explore. After students have a basic understanding of the oil and gas development process, we will address the many types of law that apply to oil and gas extraction and transportation, including public law regulations and statutes as well as common law property, contract, and tort, among other laws. Using recent cases (most from 2000 and beyond), we will explore who owns minerals and in what form; how mineral owners commonly “lease” minerals to energy companies and obtain bonuses, royalties and other payments in return; disputes that arise between mineral lessors and lessees over royalty payments and other lease issues; disputes between those who own minerals and those who own the surface; and environmental and social issues that arise during the drilling process and the lease terms and regulations that address these issues. We will also address recent court decisions that address state preemption of local oil and gas regulation. Finally, we will spend several days exploring the regulation of natural gas and oil pipelines, including the construction, siting, and operation of pipelines, and we will briefly touch upon export policies.

    This will be an online only course, and it will be open to students at any accredited law school within the United States. Students will have weekly reading assignments, and they will be required to watch weekly lectures that explore these reading assignments. The course will be asynchronous, meaning that lectures will be available online for students to view at their convenience each week; students may choose any time of the week to watch the lectures. At the end of each week, students will be required to electronically submit responses to questions posed by the professor to demonstrate that they have done the readings and watched the lectures. Students’ viewing of the online lectures will be monitored in order to verify attendance. 30 percent of students’ grades will be based on students’ responses to questions, and 70 percent will be based on a final open-book exam, which students will take remotely (from their home computers, for example).

    Students who are not enrolled in FSU College of Law must register with FSU in order to take the course and must obtain permission from their school if they wish to receive credit for the course at their school. 

  • Risk, Public Policy & Law

    (3 credits)

    This seminar will focus on how concepts of risk serve to justify and shape public policies, legal rules, and risk management practices. It will introduce some of the primary methods for analyzing potentially risky policies and managing risk. We will begin with a focus on the definition of risk as it applies to public policy, and as it has been used to analyze and inform policies and laws designed to address risks. We will then turn to the differences between formal assessments of risk and the “perceived risks” and social, political and institutional responses that typically drive public policy. These concepts will then be applied to a set of specific cases in current public policies that involve the intersection of environmental, energy, natural disaster, and security concerns.

Tax:

  • Estate and Gift Tax

    (3 credits)
    Prerequisite: Gratuitous Transfers is highly recommended

    Covers federal estate and gift taxes and their impact on gratuitous property transactions during life and at death. The course includes brief consideration of the tax on generation skipping transfers. 

  • Tax Crimes

    (3 Credits)
    Prerequisites: none

    Although useful to both criminal law-interested students and tax-interested students, this is principally a criminal law course. This is a skill training course in which students will learn core criminal law concepts such as scienter, criminal tax procedure constitutional issues, and post-conviction remedies and achieve basic competence in working with the U.S. Sentencing Guidelines and other considerations bearing on sentencing. Students will also learn how to effectively employ standard strategies of defense and will gain awareness of ethical obligations in handling potential or actual criminal matters. You need know nothing about tax  to take the course, and technical tax rules form no part of the teaching or grading in the course. The main basis of grading will be performance on three take-home written assignments. These assignments simulate documents practicing criminal tax attorneys typically prepare, such as pleadings, proposed jury instructions, advocacy letters, and strategy memos. There is no final exam. Meets skills training requirement.

  • Tax Procedure
    Course information coming soon!

International Business Transactions and Trade:

  • International Aspects of Intellectual Property

    (2-3 credits)

    Advanced study of law and policy for the protection of intellectual property rights (IRPs) on an international basis, including framework created by various treaties and conventions.

  • International Business Transactions

    (3-4 credits)
    Prerequisites: None
     
    This course provides an introduction to the work performed by lawyers in international business transactions and to the specific skills and knowledge needed to negotiate multinational transactions. International and several domestic regulatory frameworks for foreign trade and investment will be analyzed. We will focus on single, commodity trades; distributorships; technology transfer; and joint venture vehicles for direct foreign investment. Negotiating strategies and cultural considerations in multinational transactions will be discussed. There will be specific coverage of the business and legal contexts of Europe, China and Japan. 

  • International Sales & Arbitration

    (1 credit) 

    This course is a primer on international commercial sales and the international arbitration mechanism utilized to resolve most all international sales disputes. It introduces international sales; in particular, the Convention on Contracts for the International Sale of Goods (CISG), the contract law covering merchant to merchant international sales of goods. And it introduces international arbitration; particularly, international commercial arbitration tribunals, the private, consensual bodies that resolve most international sales disputes. This primer applies the CISG and arbitration principles to issues and problems facing the sales and arbitration world today.

  • International Trade and Investment Law

    (3 credits)
    Prerequisites: None

    This course covers the law and institutions governing the global trading system, including that of the World Trade Organization (WTO) and regional trading arrangements (e.g., the European Union and NAFTA). The WTO incorporates a dispute settlement system, including the Appellate Body, the jurisprudence of which is followed by other trading regimes. The laws and institutions of the United States that are relevant to international trade are addressed, including constitutional aspects, import and export rules, and rules providing border protection for intellectual property. For the past several decades, the United States has actively negotiated bilateral and regional trading arrangements to promote US interests, and current negotiating efforts (e.g., the TransPacific Partnership) are discussed. A substantial part of new trading arrangements address protection of investment, including in many cases investor-to-state dispute settlement (ISDS). The course covers investment rules, including ISDS, as a feature of trading arrangements. International trade policy and rules affect a range of other subject matters, including the environment, innovation, public health, labor and human rights.

  • International Trade Transactions

    (2 credits)
    Prerequisites: None

    This is the first Internet course for American and Chinese students of international trade. In it, American and Chinese students simultaneously participate in simulated trade transactions with one another. Using an Internet-based program and a workbook designed just for this course, students will play the role of simulated corporations in their respective countries who are seeking to trade goods between China and the United States. To do this, students at both the Florida State College of Law and the Shanghai Institute of Foreign Trade (SIFT) log on regularly to receive news about trading opportunities. Using guidance provided in introductory lectures and in the workbook, and under the guise of simulated corporations provided in the Internet environment of the course, students will contact one another across the Pacific Ocean and carry out the actual steps of an international trade transaction. Students will also regularly maintain online records of their company's transactions, in order to track the results of their deals. In addition, Florida State students will meet once a week for a two-hour session in which the week's transactions are discussed and any problems that cropped up can be analyzed and solved. Florida State and SIFT students will also log onto the program during one designated hour per week, at which time they will converse about their respective legal and business cultures and have an opportunity to collaboratively solve problems that typically crop up in Sino-American business transactions. At the end of the semester, a banquet will be held at which time stock will be taken of the financial health of each of the simulated corporations. 

Other Business Courses:

  • Anatomy of a Deal

    (3 credits)
    Prerequisites: Contracts, Corporations

    This course will help students develop the skills necessary to work on transactional matters, including drafting, negotiating, and analytical skills. After briefly revisiting basic contracting and corporate law principles, we will begin working on and through the various elements of a deal. We will review and discuss many of the documents and provisions that a transactional lawyer confronts, including: confidentiality agreements, non-binding letters of intent, binding agreements (including purchase agreements, lease agreements, license agreements, employment agreements, etc.), guarantees, indemnifications, representations and warranties, working capital, escrows, financing contingencies, non-competes, certificates and more. You will be taught how to perform due diligence, how to time transactions and closings, and how to negotiate transactional documents. From time to time, as appropriate, we may have guest speakers join us to provide their expertise on a particular area of law or on a particular type of transaction or document.

    You will be provided with a syllabus on the first day of class that will outline the general topics to be discussed in class as well as the class schedule. The assignment for class will be given to you at the end of the prior class (unless otherwise specifically discussed). Since this is a class that focuses on deal transactions, you will be expected to keep up with and know what is going on in the current business and economic environment, and will spend the first few minutes of class discussing current events. This course will fulfill the skills training requirement for graduation. 

  • Cybersecurity Law

    (2 credits)
    Prerequisites: None

    This skills training course introduces students to federal and state regulations on cybercrime, cyberespionage, and cyberwar. Topics covered in the course include:  consumer privacy protection; security protection responsibility of business entities, including disclosure requirements about privacy policies and cybersecurity breaches and employer monitoring and surveillance of employee computer activities; the Computer Fraud and Abuse Act (CFAA); the Electronic Communications Protections Act (ECPA); and privacy and cybersecurity regulations of the Federal Trade Commission, Department of Health and Human Services, and the Federal Communications Commission.

  • Drafting Legislation for Emerging Countries

    (3 credits)
    Prerequisites: Bankruptcy or any advance commercial course

    This course will look at the issues and solutions for drafting legislation for new and emerging countries. Objectives for this course include (1) understanding the forms and conventions of legislative drafting, (2) learning to conceptualize legislative solutions to social problems, and (3) appreciating the relationship between legislative drafting and substantive policy.

    In this effort, the course will look at the manner in which policy and procedure for enacting laws for emerging countries are identified, and then implemented through proposed legislation.  The interplay between local norms and existing international  standards of best practice in a substantive area of law will also be examined.  Particular care will be taken in developing the skills necessary to produce precise drafting.

    In all respects, the class will be informed by the fact that Professor Markell has been asked to draft a new Bankruptcy Code for Kosovo (a former Yugoslavian republic which declared independence in 2008), with a charge to draft a statute that is in accord with international best practices for bankruptcy and insolvency statutes generally.  During the course of the class, Professor Markell will be developing and submitting drafts of the new law, and may be traveling to Kosovo to meet with local officials.  Because of the commercial nature of this assignment, and thus the commercial focus of the course (and the need to assimilate and learn international best practices in bankruptcy), a course in Bankruptcy or an advanced course in commercial law (Sales, Payment Systems, Secured Credit, or equivalent) is a prerequisite or a corequisite.  Enrollment will be limited to 12 students.

    Grading will be based on a paper, the topic of which will be chosen by the student.

  • Employment Discrimination

    (3 credits)
    Prerequisites: None

    Review of various statutes and executive orders governing employment discrimination on the basis of sex, race, age, religion, color, national origin, and sexual preference. Emphasis is on the policy implications derived from case analysis. 

  • Employment Law Survey

    (3-4 credits)
    Prerequisites: None

    Survey of basic legal and policy concepts governing the employment relationship. 

  • Energy Law and Policy

    (3 credits)
    Prerequisites: None

    This course introduces students to the statutes, regulations, and common law principles that apply to all aspects of the energy system, including extracting and transporting fuels by pipeline and rail and generating, transmitting, and distributing electricity.  This class does not repeat topics discussed in Professor Wiseman’s Oil & Gas course.  Specific topics that we will discuss in this course include the Keystone XL oil pipeline and disputes over the “Presidential Permit” for the pipeline; the Sabal Trail natural gas pipeline proposed through Florida; siting, preemption, and nuisance issues associated with renewable energy generation; recent legal disputes over the expansion of transmission lines to carry wind energy from remote areas in the Midwest to population centers; proceedings that establish rates for customers who purchase electricity and natural gas in their homes and apartments; the construction of liquefied natural gas export terminals (including one in Florida) and coal export terminals; the regulation of transporting crude oil by rail; and restructuring of the electricity industry in the United States and abroad, among other topics.  The course will help to prepare students for work with organizations such as the Florida Public Service Commission, the Florida Office of Public Counsel (which represents the interests of electricity ratepayers), the Federal Energy Regulatory Commission, the National Electric Reliability Corporation, energy developers, law firms that represent energy developers, and nonprofit environmental and energy groups.  The course will be taught live, but it will also be recorded, and 20 students may sign up to watch the recordings electronically and take the course online.  All live students must take the exam in person at the law school.  Students who enroll in the course as online students will have the option of taking the exam in person or, if they are out of town, through the online exam service “Examity.”  Online students who take the exam through Examity will  have to pay a fee of approximately $40 for Examity, and a proctor will electronically monitor these students by viewing these students through their computer camera as the students take the exam. There are no prerequisites for the course.

  • Global Health & Pharmaceutical Law

    (3 credits)
    Prerequisites: None

    Global sales of pharmaceuticals total more than $600 billion annually, with the United States constituting the world’s largest pharmaceutical market. This course addresses legal regulation of the pharmaceutical sector, from research and development to manufacturing and distribution. The principal focus is on U.S. law, including the FDA regulatory system. In addition, the course examines foreign regulation, such as the European pharmaceutical regulatory system, and the role of multilateral agencies, including the World Health Organization. 

  • Law and Entrepreneurship

    (3 credits)
    Prerequisites: None

    This course provides a survey of business law topics typically encountered when advising small, new, and entrepreneurial businesses.  Topics range from selection of an appropriate business entity type and completing the legal formalities to establish the entity to exits from business ownership.  In between students will be exposed to legal issues of importance to entrepreneurs including basic tax considerations, debt and equity finance, employee and independent contractor issues, securing intellectual property rights, typical contract matters, insurance, creditors rights and the UCC.  Each topic will be taught from the perspective of advising a small business client on essential legal requirements for protection of their business interest with emphasis on practical ways to meet those requirements.  

  • Legal Negotiations
  • Mergers & Acquisitions

    (3 credits)
    Prerequisites: Business Associations (or Corporations)

    This is an advanced course in the law of mergers and acquisitions. The course will start with fundamental financial theory and proceed to examine the applicable state and federal law. (For this purpose, the only state that really matters is Delaware, although from time to time the law of other commercially important states will also appear.) The course will be most useful for students who intend to practice with a firm or government agency representing or regulating large publicly traded corporations (or with a plaintiffs' firm that brings class or derivative actions against such corporations.) It may not be useful to students who already know that their practices will not involve publicly held corporations, although they are of course welcome to take it. 

  • Negotiation

    (4 credits)
    Prerequisites:  None

    This course introduces the theory and practice of negotiation in a workshop setting. We will examine the basic stages of a negotiation; the major tensions at play in negotiation; distributive bargaining, value-creating, and problem-solving techniques; the management of communication and emotional elements in negotiation; power dynamics and ethics; lawyer-client relationships, and other topics as time allows. The course is designed to help students develop negotiating skills and a framework for ongoing self-learning through role-playing simulations, discussion, reading assignments, and regular journal and writing exercises.  

    Attendance Policy: The course attendance policy is unusually strict, because much of our learning takes place during in-class simulated negotiation role-plays. Attendance for each class meeting is mandatory, as absences frustrate not only your own learning but the learning opportunities of the students you are partnered with in that day's simulation. If students cannot make the commitment to attend every class session on time, they are encouraged to cede their place in the course to a waitlisted student who is able to make the necessary commitment. Students who fail to maintain regular attendance or preparation may be dropped from the course. All students interested in taking the course must be present at the beginning of the first class, including waitlisted students.  To be placed on the waitlist, please contact the College of Law Registrar’s Office at records@law.fsu.edu. For students seeking additional information about the course, a sample syllabus is on reserve at the library.

  • White Collar Crime

    (2 credits)

    The course will cover a range of topics, including, among  others, corporate criminal liability, mail fraud, securities fraud, tax fraud, and environmental crimes.

Program Requirements:

Credit Hours Requirement:
The candidate must successfully complete a total of 91 credit hours for graduation with a Certificate in Business Law (“Certificate”). Of these, 21 credit hours must be courses designated as part of the Certificate Program by the Business Law Committee (Committee). Students may apply no credit from study-abroad programs toward the certificate requirements, with the exception that up to, but no more than, four credit hours from FSU College of Law’s Oxford Program may count toward the requirement.  

Grade and Honors Requirements:
All Business Law Certificate program courses must be taken at Florida State University for graded credit. The Certificate will be awarded only to candidates with an average grade of 74 or above for all program courses.

Candidates achieving an average grade of 84 to 88.999 for all program courses will be awarded the Certificate with Honors; 89 to 92.999 will be awarded High Honors; and 93 and above will be awarded Highest Honors.

Tracking Form:
You will be required to fill out the combined Business Law Certificate Tracking Form to pursue the Business Law Certificate Program. You will initially use the form for registration, and to document any requirements you have already completed at the time of registration. You will then need to fill in the form each semester to record your progress toward completion of the program requirements.