Spring/Summer 2023
Feb, 2022
U.S. Corporate Law and Strategy is geared towards allowing practitioners to meet the unique challenges of doing business in the United States. This five-day, live, virtual course will focus on several areas of corporate law as it relates to various stages of a business life cycle, including: founding and startup, formation and growth, governance, mergers and acquisitions, and reorganization. Using an interdisciplinary and practical approach, this program will provide participants with not only an understanding of the unique legal considerations as it relates to a business’s diverse life cycle, but also the skills needed to represent clients or provide legal advice on these matters.
ABR applicant discount rate: $350
5 days
English
LIVE in person
This executive education program is intended for law students and lawyers trained outside the United States seeking to expand or grow their practices, or transition to a new, business-oriented practice. It is also well-suited for U.S. trained lawyers without a corporate background who are seeking to gain a deeper understanding of business-centric practice areas of U.S law. It is well suited for lawyers intending to work in startup, mergers and acquisitions, and reorganization. Participants who complete the course will gain a broader understanding of the unique legal considerations relevant at different points in a business’s diverse life cycle and an introduction to the skills needed to represent clients or provide internal and external advice to businesses during those life cycles.
The initial focal point is on the beginning of a company’s life-cycle—the start-up venture. This topic will focus the legal, business, and strategic issues faced in representing a start-up venture, including entity selection, intellectual property protection, employee issues, raising early-stage capital, first steps in developing a business plan and platform for venture capital.
As a company grows and expands, and outside investors hold equity in the company and maintain seats on the company’s board, corporate governance issues become more prominent and complex. This topic will focus on fiduciary duties to shareholders, the business judgment rule, entire fairness standards, duties that arise in the context of sale processes, and defensive measures, through the lens of transactions and Delaware case law.
The pinnacle of a company’s life cycle is typically the merger or acquisition transaction—the change of control and monetization of the company’s value. This topic will focus on the different types of M&A transactions: public versus private sales, mergers versus acquisitions, solicited versus unsolicited transactions, and the agreements (and related obligations) that govern M&A transactions.
A company may face distress—financial, operational, or otherwise—at various stages of its life cycle. Some may additionally require financial or operational restructuring to maintain the go-forward business. This topic will focus on restructuring transactions under the framework of the U.S. Bankruptcy Code, including Chapter 11 going-concern sales, plans of reorganization, and the rights and obligations of a debtor-company using Chapter 11 to restructure its business and emerge from bankruptcy.
*Topics and scope are subject to change.
Theodore K. Warner Professor of Law; Wharton Professor of Real Estate;
Co-Director, Center for Tax Law and Policy
– JD – University of Chicago – 84
– PhD (economics) – University of Chicago – 83
– AM – University of Chicago – 80
Michael Knoll is an insightful commentator on how income tax laws affect business and investment decisions and a creative proponent of how those laws could be redesigned. Much of his recent research involves the application of finance principles to questions of international tax policy, especially the connection between taxation and competitiveness. Professor Knoll’s recent research includes writings on sovereign wealth funds, private equity, international tax arbitrage, and the impact of the corporate income tax on the competitiveness of the U.S. auto industry.
Legal Practice Skills Senior Lecturer;
former Counsel at Skadden, Arps, Slate, Meagher & Flom LLP
Sarah Pierce brings more than a decade of transactional and courtroom experience to the Legal Practice Skills program. Prior to joining the Penn Law Faculty, Pierce was Counsel at Skadden, Arps, Slate, Meagher & Flom LLP where she practiced for 13 years focusing on corporate and financial restructurings and reorganizations, representing companies, secured lenders, investors, and buyers. During her time in practice, Pierce also served as an Adjunct Professor at Temple University Beasley School of Law teaching Secured Transactions.
The program fee for Private Sector Professionals is $2,850 and Government Agencies & Non-Profit Entities is $2,450. Program fee includes access to all sessions, suggested readings, and course materials. The ABR scholarship discount is $350 off the program.
Admission to the program will be based on academic achievement and professional experience. Applications will be reviewed on a rolling basis and space is limited, so we encourage all applicants to apply as early as possible. Once admitted, a non-refundable $50 deposit will be required within two weeks of acceptance. Please kindly send us a completed application form with your resume/CV.
The live virtual format is designed to foster a cross-disciplinary discussion to maximize your learning experience. Compliance: The Overlooked Competitive Advantage will take place on Penn Law’s Zoom platform. There will be two-to-three interactive sessions and group discussions each day between 8:00am and 11:00am ET. Breaks will also be scheduled intermittently. Course materials and pre-recorded sessions will be available to help participants prepare for the program.
During this one-week certificate program, you will gain an understanding of the complex global compliance framework that will enable you to develop a compliance program more effectively to minimize risk and maximize advantage. Participants will increase their understanding of the discipline of compliance with a strong emphasis on practical components to strengthen controls in any environment. You will also gain access to the global Penn community upon graduation.
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