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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.

General Requirements:
  • You must successfully complete a total of 91 credit hours for graduation (as opposed to the standard 88 credit hours required for the J.D.).
  • You must complete 21 credit hours of Business Law Certificate courses listed below.
  • In doing so, you must complete the following:
  • The Required Courses
  • At least one class in each of the three Specialty Components
  • The Practical Experience Requirement
  • The Upper Level Writing Requirement (ULWR)
Required Courses:
  • Corporations or Closely Held Business Organizations
  • Taxation
Required Specialty Components:

Corporate Finance and Commercial Law Component (at least 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

    More information coming soon!

  • Introduction to Business, Finance, and Commercial Transactions

    (3 credits)
    Prerequisites: None

    This course introduces students to business law, finance, and commercial transactions. The course covers key topics in business, economics, and finance that students will need to know if they plan to do transactional work or commercial litigations. It covers these topics through the lens of corporate law and commercial law (sales, secured transactions, commercial paper). Second-year students taking the course will be introduced to a set of foundational concepts that they will revisit in greater detail if they take more advanced courses in the area. Third year students with little or no prior exposure to corporate and commercial law will learn basic legal concepts that they will likely see in practice, and in the bar exam.

  • 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. 

  • Sales & 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. 

  • 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 Component (at least 1 course required):

  • Advanced (Topics in) Corporate Governance Seminar

    (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 Seminar

    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.

  • 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.

  • Introduction to Business, Finance, and Commercial Transactions

    (3 credits)
    Prerequisites: None

    This course introduces students to business law, finance, and commercial transactions. The course covers key topics in business, economics, and finance that students will need to know if they plan to do transactional work or commercial litigations. It covers these topics through the lens of corporate law and commercial law (sales, secured transactions, commercial paper). Second-year students taking the course will be introduced to a set of foundational concepts that they will revisit in greater detail if they take more advanced courses in the area. Third year students with little or no prior exposure to corporate and commercial law will learn basic legal concepts that they will likely see in practice, and in the bar exam.

  • 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.

  • 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 Component 
(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. 

  • Commercial Real Estate Transactions

    (2 credits)
    Prerequisite: Property and Contracts

    This commercial real estate course focuses on three key documents that are the mainstay of a transactional real estate lawyer's practice: the contract of sale, the loan, and the lease. Over the course of the semester, students will pair up to negotiate and draft each of these documents, and to role play as counsel to the purchaser or the seller for the contract of sale, the borrower or the lender for the loan, and the landlord or the tenant for the lease. Students will gain a comprehensive understanding of a commercial real estate deal by conducting due diligence and analyzing key ancillary documents that are part and parcel of a commercial deal. Students interested in careers in transactional law, real estate law, corporate law, or finance will find the skills they gain in this course fungible.

  • 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. 

  • Doing Deals: Due Diligence

    (2 credits)
    Prerequisites: None

    This skills training course offers upper level students opportunities to learn due diligence techniques that practicing attorneys use; to practice recognizing the breadth and depth of a client’s due diligence needs; and to develop the skills for the effective and efficient due diligent review of people, entities, places, and property. You will learn why these issues matter to various parties involved in a transaction, and how your findings could impact the final terms on which the transaction closes. Over the course of the semester, you will work independently to examine the details of a transaction for a new client. You will (i) identify the issues about which verification or further information is necessary, (ii) create and maintain an organized, current, cohesive, and concise due diligence checklist for the transaction, (iii) conduct the research and writing exercises appropriate to address those bulleted items, and (iv) maintain and update a due diligence report summarizing the findings of your due diligence examination.  

  • 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. 

  • Land Transfer

    (3 credits)
    Prerequisites: None

    A study of basic transactions in real property. Among the topics covered are the respective roles of lawyers and brokers in the conveying process, sales contracts, recording acts, title insurance, remedies for contract breach, and basic mortgage law. 

  • 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.  

  • Liability Among Associated Business Entities Seminar

    Prerequisites: None

    This seminar provides students an opportunity to research and discuss a variety of doctrines that can be employed to enable the contract and tort claimants against one entity to access the resources of another entity.  Doctrines in various stages of development include alter ego, fraudulent transfer, integrated business, joint venture, nominee, partnership, principal/agent, successor liability, veil piercing. Students will orally present their papers and write after receiving comment from the instructor.

  • 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.

  • Real Estate Law Foundations

    Prerequisites: None

    This course teaches students the fundamentals of Florida real property law. Broadly speaking, students will learn four areas of real property law: what type of property right do you have (running from the Spanish land grants to present day forms of ownership), how does the government regulate that right (zoning, environmental regulation, etc.), how do you extract value from your property rights (sale, leases, etc.), and what are the different forms of litigation that arise over property rights?

  • 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

    This course has two main aspects: 1) the judicial and administrative mechanisms available for resolving disputes between taxpayers and the IRS as to the meaning of federal tax laws and 2) collection options available to the IRS after tax liability has been determined (along with ways by which taxpayers and third parties may challenge the IRS’s use of such options). Knowledge of the substantive rules of tax liability is not required. Accordingly, there are no pre- or co-requisites. Grading usually is based on a series of take-home simulations rather than a final exam and so typically satisfies the Skills requirement.

  • 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.

Students can take Closely Held Business Organizations or Corporations. 

Please note that students cannot use Corporations or Closely Held Business Organizations both as a Required Course and to meet this Component.

Elective Courses:

Intellectual Property and Privacy:

  • Consumer Privacy & Data Security Seminar

    More information coming soon!

  • Copyright Law
  • Global Health & Pharmaceutical Law Seminar

    (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. 

  • 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.

  • Introduction to Intellectual Property

    (3 credits)
    Prerequisites: None

    This course provides a comprehensive overview of the various forms of intellectual property for which protection is afforded in the United States, including patent, trademark, copyright, trade secret, design, semiconductor chip and plant variety protection. It will introduce the mechanisms by which protection is secured, the scope of protection, the way protection is enforced, and discuss the various limitations on rights, such as fair use doctrines. Intellectual property is relevant to virtually all fields of business and creative activity, and lawyers will inevitably confront issues relating to intellectual property in their practice. This course is intended both for students who want a general background in this area, and for those who intend to specialize in the field and may take (or may have taken) more specific courses covering intellectual property. 

  • Media and the Law Seminar

    (3 credits)
    Prerequisites: None

    This seminar will examine a series of legal issues raised by (1) the flow of personal information through social media, (2) the emergence of business models that make money from those information flows, and (3) the role of social media companies as information gatekeepers. Together we will explore the interplay of law (like the rights and freedoms the media enjoy under the First Amendment), and ethics (the professional responsibilities that historically have cabined the exercise of these rights). We will consider how legal and ethical frameworks shape access to information, as well as the quality and truthfulness of information with which consumers interact. We will also consider the central role of online gatekeepers that provide access to much of the news consumed in today’s society, but do not see themselves as bound by the same laws and ethics that have shaped the role of traditional information gatekeepers.

    This class allows students to meet the Upper Level Writing Requirement. Each student will write a paper for the class, subject to the professor's approval. Attendance and careful preparation are required.

  • Patent Law

    (3 credits)

    This course involves an in-depth study of the law applicable to patents. The patent is the form of intellectual property protecting "inventions.” It is the most important form of protection for enterprises competing on the basis of technological advantage. The course covers patentable subject matter, application for grant, the criteria of patentability, rights of patent holders, causes of action against alleged infringers, defenses, remedies, licensing, the relevant application of competition/antitrust law and patent policy.

  • Privacy

    This course examines information privacy, an individual's right to control his or her personal information held by others. The aim of the course is to understand how courts and Congress seek to protect information privacy as new technologies and institutional practices emerge. The course traces the origins of the right to information privacy in American law through Constitutional law, tort law, and modern statutory law. Case studies of landmark privacy legislation illustrate how expectations of privacy are translated into legal frameworks.

  • Trademarks and Unfair Competition

    (3 credits)
    Prerequisites: None

    A trademark identifies and distinguishes the source of the goods or services of one party from those of others. In this course, we will consider how and when trademark rights are secured; what rights are accorded to trademark owners under the federal Lanham Act and state laws; how trademark can be infringed or diluted; the circumstances under which trademark protection can be lost; the limitations placed on trademark rights; and federal registration regimes and the related right of publicity.

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. 

International Business Transactions and Trade:

  • 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:

  • Business Ethics

    (3 credits)
    Prerequisites: None

    The goal of this course is to develop the ability of prospective lawyers to recognize and handle professional responsibility issues that arise in the practice of business law. For purposes of this course, “business law” includes general business associations law and related specializations such as tax, securities, antitrust, litigation, and “white collar” criminal law. By the end of this course, prospective lawyers should (1) know the sources of governing ethical rules, (2) know the contents of the principal relevant rules, (3) recognize the difficulties attending application of the rules, including the sometimes conflicting policies served by the rules, (4) understand the importance of the particular context at hand when applying the rules, and (5) appreciate the different cultures and priorities of the relevant actors, including regulators, inside and outside counsel, and business persons contemplating or engaged in the transactions.

  • Business Law Clinic

    This clinic will give students opportunities to develop skills in key business law topics by providing service to clients starting or operating entrepreneurial businesses. Initially, the target client base will be limited to FSU faculty, staff, and student led enterprises and preference will be given to clients seeking to commercialize “University IP.” Students will work on a variety of legal issues typically of importance to entrepreneurs including:

    • selecting forms for and establishing business entities;
    • working with founders to formalize relations among them;
    • negotiating and drafting IP related agreements; and,
    • general contract issues such as independent contractor relations, real property leases, etc.

  • Business Legal Research
  • 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.

  • 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.

  • Cybersecurity Law Seminar

    (3 credits)

    This seminar introduces students to federal and state regulations on cybersecurity and cybercrime. Topics covered may include:  consumer privacy protection; security protection responsibility of business entities, including disclosure requirements about privacy policies and cybersecurity breaches; employer monitoring and surveillance of employee computer activities; the Computer Fraud and Abuse Act (CFAA); the Electronic Communications Protections Act (ECPA). Fulfills ULWR.

  • 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.

  • 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. 

  • Labor Law: Public & Private Sector Skills

    (2 credits)
    Prerequisites: None

    This skills training course will teach students basic labor law skills. Topics include collective bargaining, the relationship between unions and its members, and application collective bargaining and labor law concepts in non-unionized workplaces.

  • Legal Negotiations
  • 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 and First Day 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. For that reason, you should only enroll in the course if you can commit to attend every class session (on time), and all students must be present at the beginning of the first class to maintain their seats. Waitlisted students are invited to attend the first class in case a space opens up at that time. 

    Application for Enrollment: This course is not enrolled through the usual online registration system. If you would like to join the course, please use this form to be entered into the enrollment lottery, which is normally conducted shortly before university registration opens. If the class does not fill at that time, students may continue to use the form until the class closes. Please do not submit the form until you have read through the syllabus and familiarized yourself with the course requirements. Please note that the course is enrolled by this application only, and students who secure a seat during the lottery are expected to take it. Students will be notified by email when they are either admitted to the course or waitlisted. Additional instructions are provided on the application form.

  • Trusting Relationships & The Law Seminar

    Prerequisites: None

    This seminar will explore the role of trust in various relationships and how the law may promote or undermine trust between interacting parties. During the course of the semester, we will critically discuss the nature of trust, fiduciary relationships, trust in consumer transactions, and extra-legal trusting relationships, such as familial relationships and other social interactions. We will discover the limits of trust and the law’s ability to influence it as well as gain an understanding of how the law deeply influences a wide array of human interactions. The paper written for this seminar will fulfill the upper level writing requirement.

  • 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.

Practical Experience Requirement (at least 1 course required):

Some Practical Experience classes are also included in Specialty Components. Students will be able to count those classes to meet both the Practical Experience requirement and the Specialty Component.

  • Business Ethics
  • Business Law Clinic
  • Business Legal Research
  • Business Planning
  • Civil Discovery
  • Class Action & Multi-Party Litigation Practice
  • Contract Drafting
  • Depositions
  • Due Diligence Skills & Practice
  • E-Discovery & Digital Evidence
  • Financial Statements Interpretation
  • In-House Counsel Externship or other pre-approved Business Law or Tax Externship
  • In-House Counsel
  • Negotiation
  • Real Estate Foundations
  • Pre-approved Pro Bono (see Tracking Form)
  • Kaufman Securities Law Competition, Ruby Vale Corporate Competition, or other pre-approved Moot Court competition
The Upper Level Writing Requirement (ULWR):

Some ULWR classes are also included in Specialty Components.  You will be able to count those classes to meet both the ULWR and the Specialty Component.

  • Advanced (Topics in) Corporate Governance Seminar
  • Behavioral Law and Economics Seminar
  • Consumer Privacy & Data Security
  • Corporate Governance Seminar
  • Corporate Law and Finance Seminar
  • Dodd-Frank Act Seminar
  • Financial Regulation Seminar
  • Game Theory for Business Lawyers Seminar
  • Global Health & Pharmaceutical Law Seminar
  • Health Insurance: Markets & Regulation Seminar
  • Law and Economics Seminar
  • Liability Among Associated Business Entities Seminar
  • Tax Policy Seminar
  • Trusting Relationships & The Law Seminar
Other Administrative Matters:

Grade Requirements
In order to be awarded the Business Law Certificate you must attain an average GPA no lower than 74 on the group of courses that you are using to meet the Certificate requirements.

All courses that you plan to use to meet the requirements of the Business Law Certificate:
• Must be taken at the College of Law. 
• Must be taken for graded credit (except courses that are S/U only). 

Honors
Candidates achieving an average grade of 84 or above will be awarded the Business Law Certificate with honors.
• Honors: 84 to 88.999.
• High Honors: 89 to 92.999.
• Highest Honors: 93 to 100.

Plan Ahead
Corporations, Taxation, and Closely Held Business Organizations are offered at least twice a year.  

While many Specialty Component and Elective courses are offered regularly, not all are, so please consult the posted class schedules and plan accordingly. 
 
Tracking Form
The best way to plan ahead is to fill out a Business Law Certificate Tracking Form before the end of Drop-Add beginning with the spring semester of your second year.

In order to be eligible for the Business Law Certificate, you are required to turn in a completed Tracking Form no later than the end of classes in the semester you plan to graduate. 

Oxford Program
No more than four credit hours of Business Law Certificate classes taught at FSU College of Law’s Oxford Program may count toward the requirement.