Vanderbilt Law School Law and Business Program by Vanderbilt Law School

LAW AND BUSINESS PROGRAM FAST FACTS

Vanderbilt Law and Business Program Vanderbilt’s Law and Business Program offers an innovative, interdisciplinary upper-level curriculum to students interested in careers in business law. Culminating in several intensive transactional courses and a faculty-student workshop for third-year J.D. students, the Law and Business Program allows students to build expertise in business law, corporate management, accounting and finance by choosing from an extensive array of elective courses without extending their studies beyond three years. The program was established in 2000 and received an additional $12.75 million of endowment funding for scholarships and program expansion in 2019. Explore the Intersection of Law and Business The Law and Business Program is specifically designed to produce lawyers who understand the complexities of corporate governance, finance and accounting, and the ways in which the increasingly complex regulatory environment impacts publicly traded companies, their managers and their directors. Because Law and Business graduates understand how businesses work, are familiar with basic principles of finance and accounting, and know how to communicate with businesspeople, they enter the workforce prepared to work effectively with business executives to navigate laws and regulations governing business activities.

Earn a Certificate of Specialization in Law and Business In addition to a J.D. or LL.M., Vanderbilt Law graduates who fulfill the program’s requirements receive a certificate of specialization in law and business. More than 60 J.D. and LL.M. students typically earn the Law and Business Certificate each year. Choose from a Wide Range of Courses Students who wish to earn the Law and Business Certificate take five required courses and nine elective credit hours from the program’s expansive curriculum.

Required Courses Include: n

Corporations or Corporations and Business Entities

Introduction to Accounting (exemption possible)

Introduction to Corporate Finance for Lawyers (exemption possible)

Securities Regulation

Federal Tax Law

Elective courses address a broad range of topics, including corporate governance, mergers and acquisitions, corporate restructuring, bankruptcy, law and economics, antitrust law, corporate taxation, corporate voting, and secured and global transactions.

Short Courses The Law and Business Program offers intensive short courses throughout each academic year taught by renowned attorneys and preeminent judges. n

Alternative Business Entities examines the mix of statutory and common law that governs these entities, addressing the theory behind private ordering or contracting and comparing its flexibility with more traditional features of corporate governance. Taught by Judge Kent A. Jordan of the U.S. Court of Appeals for the Third Circuit.

Comparative Corporate Governance examines corporate laws of the U.S., the European Union and the U.K., and various European nations to evaluate the policy choices available to legislators and judges when dealing with central issues of corporate law.

Corporate Litigation focuses on the strategies and mechanics involved at the various stages of expedited corporate litigation in the Delaware Court of Chancery. Taught by Vice Chancellor Sam Glasscock III of the Delaware Court of Chancery and Justin Shuler, Class of 2011, Senior Legal Counsel, VEREIT Inc.

Disruptive Technologies and the Evolution of Corporate Law introduces students to the financial, legal and entrepreneurial Silicon Valley culture and explores how that culture influences the development of Delaware corporate law. Taught by retired Delaware Court of Chancery Chancellor William Chandler and Ryan Greecher, both partners with Wilson Sonsini Goodrich & Rosati.

Entertainment Industry Transactions: Negotiations and Drafting introduces the responsibilities, functions and business concerns of entertainment industry attorneys using exercises in contract negotiation, drafting and analysis. Taught by entertainment law attorney Suzanne Kessler.

Hedge Fund Regulation and Compliance examines the structure and goals of hedge funds, the relevant laws and regulations that govern them, the compliance departments that monitor them, and the ethical obligations of in-house compliance and legal departments. Taught by York Capital Management Chief Compliance Officer Mark Schein, Class of 1991.

International Renewable Energy Development and Finance explores the institutional and regulatory challenges of developing renewable energy projects such as wind, hydroelectric and geothermal. Taught by Paul Deemer, Class of 1975, retired partner of Vinson & Elkins now practicing of counsel in London.

International Mergers & Acquisitions explores structuring and executing cross-border M&A deals in which one or more parties are non-U.S. entities. Taught by Richard S. Aldrich Jr., Class of 1975, retired managing partner, São Paulo office, Skadden Arps Slate Meagher & Flom; Paul T. Schnell, Partner, Skadden, New York; and Francisco Müssnich, Senior Partner, Barbosa Müssnich & Aragão Advogados in São Paulo, Brazil.

Introduction to Private Equity provides an overview of the structure, fundraising process, and evaluation and performance measurement of private equity funds. Taught by Abrar Hussain, Class of 1998, CEO, Frost Capital, and Managing Director, Elixir Capital.

The Swinging Pendulum of Corporate Law explores a phenomenon whereby some perceive the law as swinging back and forth from favoring management interests to stockholder interests. Taught by Vice Chancellor Joseph R. Slights III of the Delaware Court of Chancery.

Transactional Practice Workshop introduces students to the role of the lawyer in contemporary transactional practice using actual financing documents tailored to a hypothetical financing transaction. Taught by retired Kirkland & Ellis partner Andrew Kaufman, Class of 1974.

Practice-Oriented Courses n

Lifecycle of a Corporation, taught by Gary Brown, Class of 1980

Role of the In-House Counsel, taught by Tatiana Stoljarova, Senior Counsel, Bridgestone Americas Inc.

Real Estate Finance and Development, taught by Herwig Schlunk

Real Estate Transactions, taught by Susan Foxman, retired partner, Bass Berry & Sims

Transactional Skills Courses n

Law as a Business examines the practical side of

running a law practice. n

Negotiation and Drafting of Key Corporate Documents acquaints students with the basic

documentation they will encounter in corporate practice, basic drafting techniques and customs, analysis of the key terms of corporate documentation, and drafting assignments. n

Negotiated Public Mergers and Acquisitions involves

a step-by-step analysis of an actual negotiated publiccompany merger transaction from start to finish. n

Drafting Securities Filings examines the structure,

organization and details of and reporting requirements governing the principal forms used for filings with the SEC under the Securities Act and the Exchange Act.

Learn more about Vanderbilt Law School’s Law and Business Program.

THIRD-YEAR LAW AND BUSINESS SEMINARS Drafting and Analysis of Business Documents teaches students to review, critique and draft business-related documents, working individually and in teams. Law and Business Student/Faculty Workshop addresses current topics in corporate law by bringing in legal scholars who present papers on a broad range of issues, which students critique and discuss with the authors. Financial Markets: Past, Present and Future explores why we have financial markets and core ideas in their design, regulation and evolution. Financial Markets in an Age of Crisis and Technology explores the transformations in global financial and capital markets due to the rise of digital technology. Regulating Financial Stability examines potential tools for enhancing the stability of the financial system, including higher capital requirements, restrictions of risk-taking, deposit insurance, orderly liquidation authority for systemic, enhanced disclosure, emergency response strategies and “systemic” supervision.

Vanderbilt Law and Business Program received a major endowment gift of $12.75 million in 2019.

Vanderbilt Law and Business Faculty RANDALL THOMAS, John S. Beasley II Professor of Law and Business, and Director, Law and Business Program, has earned a reputation as one of the most productive and thoughtful corporate and securities law scholars in the nation. His recent work addresses hedge fund shareholder activism, executive compensation, corporate voting, corporate litigation, shareholder voting, and mergers and acquisitions. He teaches Corporations, Securities Regulation, Mergers and Acquisitions, and the Law and Business Seminar. REBECCA ALLENSWORTH, Tarkington Chair in Teaching Excellence, studies antitrust and the regulatory infrastructure of professional licensing. Her research explores how lawmakers should balance the need for expertise in regulating the professions with the problems that can arise from self-regulation. She teaches Antitrust Law and Antitrust Law for Big Tech. BRIAN BROUGHMAN, Professor of Law, studies corporate governance and financial contracting in start-up firms financed by venture capital. He teaches Corporations and Business Entities, Introduction to Corporate Finance for Lawyers, Mergers and Acquisitions, and the Venture Capital seminar. GARY BROWN, Professor of the Practice of Law, is an expert in securities regulation who specializes in securities fraud forensic investigations. Brown supported the U.S. Senate investigations into the causes of the 2002 collapse of Enron Corp. and the role of investment banks in the 2008 financial crisis. He is a partner with Nelson Mullins Riley and Scarborough in Nashville. He teaches Drafting Securities Filings and Lifecycle of a Corporation. PAUL EDELMAN, Professor of Law, Professor of Mathematics, is a distinguished mathematician whose work pertaining to the law includes articles on judicial decisionmaking, the electoral vote system, public choice and corporations. He teaches Corporate Voting and the Law and Business Seminar.

TIMOTHY MEYER, Professor of Law, is an expert in public international law with specialties in international trade, investment and environmental law. His current research examines how international economic agreements relate and respond to concerns about economic opportunity and inequality and the role of the constitutional separation of powers in U.S. economic policymaking. He teaches International Business Transactions, International Arbitration and International Trade Law. ROBERT S. REDER, Professor of the Practice of Law, had over 33 years of experience in transactional practice as a New York-based partner of Milbank Tweed Hadley & McCloy, where he practiced in the firm’s mergers and acquisitions and corporate groups before joining Vanderbilt’s law faculty. He teaches Negotiation and Drafting of Key Corporate Documents, Negotiated Public Mergers and Acquisitions and Private Mergers and Acquisitions. MORGAN RICKS, Professor of Law, studies financial regulation. From 2009 to 2010, he was a senior policy adviser and financial restructuring expert at the U.S. Treasury Department, where he focused primarily on financial stability initiatives and capital markets policy. He teaches Corporations and Business Entities, Regulation of Financial Institutions and the Economic Regulation of Finance Seminar. AMANDA ROSE, Professor of Law, FedEx Research Professor, focuses on corporate and securities law and the institutional design of enforcement regimes. She litigated corporate cases at Gibson Dunn & Crutcher before teaching law. She teaches Corporations and Business Entities, Securities Regulation and Advanced Securities Regulation. HERWIG SCHLUNK, Professor of Law, focuses his scholarship on questions of corporate income taxation and individual income taxation. He teaches Corporate Taxation, Federal Tax Law, and Real Estate Finance and Development.

Vanderbilt Law and Business Faculty (continued)

JEFFREY SCHOENBLUM, Centennial Professor of Law, has established himself as one of the world’s preeminent scholars and experts on international estate taxation and wealth transfers. He teaches Wills and Trusts and the Drafting and Analysis of Business Documents Seminar. YESHA YADAV, Professor of Law, studies financial and securities regulation, notably with respect to the evolving response of regulatory policy to innovations in financial engineering, market microstructure and globalization. She has worked in the World Bank’s finance, private-sector development and infrastructure unit, where she specialized in financial regulation, and in the financial services and derivatives groups of Clifford Chance. She teaches Corporate Bankruptcy, Securities Regulation and two seminars, Financial Markets: Past, Present and Future and Financial Markets in an Age of Crisis and Technology.

“I was one of only two or three people who had actually taken Mergers & Acquisitions and Securities Regulation as a 2L at my summer job. The classes in the Law and Business Certificate program set me apart. Partners saw the classes I’d already taken, and I was much more confident about the work I was doing.” GABRIELA BARRIUSO CLARK ’21

Associate, Latham & Watkins, London

Gabriela has joined Latham & Watkins, based in London, after working for the firm in Chicago in summer 2020. “I chose capital markets as my area of practice after I took Securities Regulation from Professor Amanda Rose,” she said. “These regulations are very technical and code-based, and Professor Rose helps students navigate very nuanced and technical topics and understand the policies and reasoning they’re based on. I also wanted to practice international law and learned that these codes don’t diverge much among countries.” Gabriela took Corporations from Professor Rose as her 1L elective, Mergers and Acquisitions and Securities Regulation as a 2L and Advanced Securities Regulation as a 3L

DUAL-DEGREE PROGRAMS These programs are offered in conjunction with Vanderbilt’s Owen Graduate School of Management, which is immediately adjacent to the law school: J.D./M.B.A. – Earn both degrees in four years n

J.D./M.S. in Finance – Earn both degrees in three years

“Vanderbilt is the only law school I’m aware of that offers the J.D./M.S.F. program or anything similar in three years.” NICOLE DRESSLER MARTIN, JD/MSF ’18

Tax Associate, Kirkland & Ellis, Houston 2017–18 Articles Editor, Vanderbilt Law Review

After Nicole’s first summer job with Locke Lord in Houston, “I set my heart on practicing tax law with a focus on M&A,” she said. Several attorneys advised her to familiarize herself with business and finance terms and accounting principles to support her career goals. She enrolled in Vanderbilt’s J.D./M.S.F. program as a 2L. “By combining my J.D. with the M.S.F., I gained an actual appreciation for what motivates my future clients,” she said. “The greatest benefit has been to learn the unique language of business that is integral to financial regulation and tax law. The M.S.F. also gave me a deeper mastery of financial regulation, because I understand the intricacies of the underlying financial products and practices. With regards to tax law, I saw the manifold ways in which companies and individuals can manipulate cash flows and income through financial products and loans.” Nicole majored in economics and political science at the University of Michigan and taught through Teach for America for three years before law school. “I had no background in finance, and the M.S.F. has helped me mentally prepare for the legal practice, where I can now bring that expertise and knowledge to the table,” she said.

Vanderbilt Law School 131 21st Avenue South Nashville, Tennessee 37203 615-322-6452 615-322-1531 fax law.vanderbilt.edu