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General Counsel (Biben/Mastro)
Spring 2020   LAW 902-001  

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Meeting Times/Location
R 6:30PM - 8:30PM
Tanenbaum Hall 112

Faculty
Matthew Biben

Adjunct Professor of Law

Profbiben@gmail.com
Randy Mastro

Lecturer in Law

rmastro@gibsondunn.com
Additional Information

Skills Training
Expository Writing
Other Professional Skills:

Grading
20% Participation,
80% Paper

Satisfies Senior Writing Requirement

With Permission of Instructor

Category
Seminar

Credits
3.0

Over the last 25 years, one of the dramatic changes in the practice of law has been the exponential growth of the corporate legal department and the mobility of lawyers from one law firm partnership to another at a rate that was previously unthinkable. These two trends are both directly related to the rise of the General Counsel as a driving force in the evolution of the legal profession.

The General Counsel Seminar will consider topics from areas including White Collar Crime, Corporations and Securities law among others. The course is designed to appeal to upper-level students who are interested in working in-house in either a private, non-profit or public organization or at a law firm with corporate or institutional clients, or as a regulator or prosecutor. It will also appeal to students who are interested in the evolution of the practice of law. In short, it should appeal to just about everyone.

Topics will include: the role of the general counsel; the role of the chief compliance officer; corporate liability, the management of internal investigations, insider trading and securities fraud, labor and employment issues, attorney-client privilege in the corporate and international context, corporate governance and the oversight role of the Board of Directors, cyber security, Foreign Corrupt Practices Act, Sarbanes-Oxley and the evolution of the lawyer as “Gatekeeper,” crisis management, the role of the auditor, litigation and contingency disclosures in SEC filings, and issues in public company compensation among others.

The General Counsel must serve many distinct stakeholders and wear many distinct hats including: counselor and advisor, advocate, department manager, and ombudsman/inspector general to name a few. This course will explore the breadth of issues that come across the General Counsel’s desk. In addition, it will give insight into the analytical and practice challenges of resolving the conflicts created by simultaneously wearing different hats and serving different masters.

The course will be conducted in a seminar format. Students will be evaluated based on a final paper and meaningful class participation. LLM students need the approval of the instructor.

Course Concentrations

Business and Corporate Law Learning outcomes: Demonstrate a core understanding of business and corporate law; Perform legal analysis in the context of business and corporate law; Communicate effectively on topics related to business and corporate law; Demonstrate an understanding of the interconnection between the world of business and finance and that of business and corporate law, and how they affect other areas of law and society.

Criminal Law and Procedure Learning outcomes: Demonstrate a core understanding of criminal law and procedure; Perform legal analysis in the context of criminal law and procedure; Communicate effectively on topics related to criminal law and procedure; Demonstrate an understanding of the role criminal law and procedure play in society and their impact on other areas of law and society.


Textbooks

"Indispensable Counsel: The Chief Legal Officer in the New Reality" by E. Norman Veasey and Christine T. Di Guglielmo
Publisher: Oxford
ISBN: 9780195394924
Required

"Tomorrow's Lawyers: An Introduction to Your Future" by Richard Susskind
Edition: 2nd
Publisher: Oxford
ISBN: 9780198796633
Required