University of Miami School of Law CourseLink Course Description - Online System
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Fall 2019

Course Description
This course is designed for students who are interested in pursuing a corporate practice, and who wish to gain experience in advising clients, and reading, drafting and negotiating contracts, thereby better preparing themselves to meet the demands of parties actually engaged in commercial deals. Although we will focus on the entertainment industry, the skills being developed will be applicable to business transactions generally. In this course, we will study, from the point of view of the corporate lawyer, the process by which an ongoing business is acquired, with emphasis upon a substantial body of intellectual property assets, i.e., a motion picture library and a music publishing catalog. We will consider alternative entities that might be formed to undertake the purchase, and we will analyze such documents as a Confidentiality Agreement, Letter of Intent, Due Diligence Checklist, Stock Purchase Agreement, Asset Purchase Agreement, Employment Agreement and Post-Closing Escrow Agreement. This course is a prerequisite to a one-credit offering in the Spring Term. In the Spring Term course, we will study, again from the point of view of the corporate lawyer, the process by which venture capitalists and private equity funds invest, with emphasis upon the entertainment industry generally. We will analyze such documents as a Private Placement Memorandum, Term Sheet, Certificate of Incorporation, Stock Purchase Agreement, Voting Agreement, Right of First Refusal and Co-Sale Agreement, Investor Rights Agreement and Limited Liability Company Agreement.

Course Schedule
Dates Day Time Room
10-14-2019 - 10-17-2019   MTWR  12:30 PM-1:50 PM F402
10-18-2019 - 10-18-2019   F  2:00 PM-5:00 PM F402
10-19-2019 - 10-19-2019   S  10:00 AM-1:00 PM F402
10-21-2019 - 10-24-2019   MTWR  12:30 PM-1:50 PM F402
10-25-2019 - 10-25-2019   F  2:00 PM-5:00 PM F402
10-26-2019 - 10-26-2019   S  10:00 AM-1:00 PM F402

Course Frequency
This course is usually offered once every academic year

Course Information

Credits: 1
Pass/Fail Option: No
Prerequisite: Enrolled in the LL.M. or J.D./LL.M. in Entertainment, Arts and Sport Law, OR enrolled in the J.D./M.M., OR a 3L with the permission of the Professor; AND Business Associations or equivalent (may be taken concurrently). Federal Income Tax or equivalent is suggested but not required.
Grading: Graded
Method of Evaluation: Written assignments and in-class negotiating sessions
Graduation Requirements Fulfilled By Course:
Skills Requirement
Special Attributes: None
Course Delivery:

Special Restrictions:
Law Track(s):
Business & Taxation - Related
Entertainment, Music, & Sports - Basic
Intellectual Property - Related
Bar Subject(s):
The Business of Innovation, Law and Technology: BILT (Concentration)   More information
Course Book(s):
Textbook Required:
Additional Materials:
Handouts will be provided and distributed in class.  
First Class Assignment(s): TBD/None



Contact Information:
Phone: 305-284-8750
Office: D333