This blog post is for current 1L and 2L students who are interested doing corporate law practice at a big or major law firm. “Business law” practice can encompass a broad range of practices. The discussion here focuses on corporate transactional practice. What courses should you be taking? Our website has a helpful “curriculum roadmap” for students interested in corporate transactional law. Cribbing from this roadmap, the courses below are foundational and thus should be required.

Corporations:  This course teaches how corporations work and are governed from a legal perspective. Since corporate practice directly deal with these issues on a routine basis, the course is a necessity. This course should be taken in 2L.

Unincorporated Business Enterprises: This course teaches how non-corporate business entities, such as partnerships and limited liability companies, work and are governed from a legal perspective. Many entities that you will be working with in practice will be non-corporate entities. This course should be taken in 2L.

Business Enterprises Survey: As an alternative to taking Corporations and Unincorporated Business Enterprises, you can take Business Enterprises Survey (5 credits). This is a highly attractive option because instead of taking two courses for 6 credits (Corporations and Unincorporated Business Enterprises), you can get a similar coverage of materials in one course for 5 credits.

Securities Regulation: This is a required course if you are serious about doing corporate transactional work. Corporations and other businesses routinely do capital raising transactions. A business lawyer should have some background in the regulation of securities.

Corporate Finance: This is a required course. Securities regulation involve the regulation of securities. Regulations do not provide the substantive terms of securities; they are left to the transaction between the issuing company and the financiers. Corporate Finance is the course that teaches the legal and economic aspects of a security’s substantive content.

Accounting for Lawyers: Corporate lawyers routinely work with accounting data and materials. Accounting is the discipline that reports financial status and results of a business enterprise. If there is any doubt about the importance of accounting, pick up any company’s Form 10-K, which is prepared by a company’s business lawyers and accountants, and read the materials. In a recent survey of Harvard Law alums who are practicing business law in big law firms, in terms of useful knowledge and skill, they rated accounting and financial statement analysis the most useful. See John C. Coates IV, Jesse M. Fried & Kathryn E. Spiers, What Courses Should Law Students Take? Lessons from Harvard’s BigLaw Survey, 64 Journal of Legal Education 443, 452-53 (2015). (Not surprisingly, this study also identified as highly important corporate finance, mergers & acquisitions, and securities regulations, as well as various finance related subjects such as financial markets and products and capital markets regulation. Id. at 452-53.)

The above are the core courses identified in the roadmap for corporate transactional work. They should be considered mandatory if you are considering this line of work. If you pressed me for one additional recommendation, I would say that Mergers & Acquisitions would be a very useful elective course because M&A transactions are routinely seen in business law practice and the basic Corporations course does not have sufficient time to cover the subject thoroughly. Between financings and M&A deals, that covers a wide swath of the transactions that corporations routinely do. Additionally, I would seriously consider as an elective a transactional drafting course, which we offer in the curriculum.

How can a student best prepare for a corporate practice? First and foremost, get good grades to be competitive for jobs. Second, take the right courses to best prepare for practice and also to signal to the employer that you are serious about your education.

Robert Rhee

Professor Rhee’s legal experience includes positions as a law clerk on the U.S. Court of Appeals for the Third Circuit, and a trial attorney in the Honors Program of the U.S. Department of Justice. He also has significant investment banking experience. He was a vice president in financial institutions investment banking at Fox-Pitt, Kelton (then a unit of Swiss Re) in New York, a real estate investment banker at Deutsche Banc Alex. Brown, and an M&A investment banker at UBS Warburg in London. He has worked on public and private M&A assignments, distressed restructurings, private equity funding, and debt and equity issuances. He is an active writer and scholar. His articles have been published in leading journals including New York University Law Review, Michigan Law Review, Northwestern University Law Review, Vanderbilt Law Review, Notre Dame Law Review, Emory Law Journal, William & Mary Law Review, and Florida Law Review.

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