Business Law Certificate - JD
USC Gould School of Law

Earning a certificate in Business Law in addition to your JD degree helps you acquire the diverse legal, business and negotiating skills required to succeed in business law practice. It also offers you a credential that demonstrates your specialized training in this thriving and wide-ranging field.

Students interested in focusing their business law coursework with an eye toward signaling interest in and preparing for a particular area of legal practice may complete a concentration within the business law certificate in the following practice areas:

• Capital Markets and Financial Law
• Corporate Reorganization and Creditors Rights (Bankruptcy)
• Real estate
• Taxation

You may concurrently earn multiple certificates offered by USC Gould. Some courses count toward more than one certificate. Students in the JD/MBA dual-degree are also eligible.

Certificate Requirements

To earn the certificate, you must take at least 22 units of mandatory courses, core electives and specialized electives, including:

• 8 units from the Mandatory Courses
• Coursework that covers the Accounting and Finance Requirement (See below.)
• 6 units from the Core Electives
• 4 units from one or more courses listed under Specialized Electives - Transactional Skills or Legal Clinics, Externships or Publications
• The remaining unit requirements may be satisfied from any of the courses listed below (i.e., Business Law Certificate electives, clinics externships and publications listed prior to the descriptions of Concentrations Within the Business Law Certificate).

No more than 6 units counted toward the certificate may be taken CR/D/F.

The Mandatory Courses are the foundation of any business, corporate or tax law practice. The Accounting and Finance requirement introduces basic business concepts that arise in any commercial endeavor or transaction. The Core Electives provide a foundation for achieving more specialized knowledge within selected practice areas in business, corporate and tax law. Specialized Electives consist of a mix of substantive lecture-style courses and transactional skills courses on narrower topics. You may personalize your course selections to achieve specialization within a selected field or to acquire broad knowledge of multiple fields within business law.

Courses that qualify for the Certificate include specialized electives offered through the USC Marshall School of Business that enable law students to study and engage with business students who could one day be their future clients.

Mandatory Courses

• Business Organizations
• Taxation

Accounting and Finance Requirement

This requirement may be satisfied by coursework (either before or during law school) that introduces basic accounting and finance concepts. This requirement is automatically satisfied by students who: take Fundamental Business Principles or Business for Lawyers at the law school**; take Accounting for Lawyers and Corporate Finance at the law school**; have completed an MBA or undergraduate Business Major; or who are granted a waiver from the Director of the Business Law Certificate Program based on other relevant coursework or experience. *

* A waiver of this requirement does not reduce the total units required for the Certificate.

** These courses may also count toward the Core Elective unit requirement.

Core Electives (at least 6 units required)

• Accounting for Lawyers
• Business Bankruptcy
• Bankruptcy: Debtors and Creditors (formerly called Bankruptcy Law)
• Business for Lawyers
• Corporate Finance
• Corporate Taxation
• Fundamental Business Principles
• Mergers and Acquisitions
• Partnerships and Limited Liability Companies
• Partnership Taxation
• Securities Regulation

Specialized Electives: Substantive Law

• Analytical Methods (formerly called Analytical Methods for Lawyers)
• Antitrust Law
• Antitrust and Intellectual Property Law Seminar (but not if Antitrust OR Intellectual Property courses are credited toward the Certificate)
• Business Bankruptcy
• Counseling the Startup Company
• Entertainment Law
• Insurance (formerly called Insurance Law)
• Intellectual Property
• International Business Transactions
• Land Use Controls
• Sales Transactions
• Secured Transactions
• Transactional Due Diligence
• Venture Capital Law and Emerging Companies (formerly called Venture Capital Law and Finance)

Specialized Electives: Transactional Skills (Corporate)

• Advanced Contracts
• Advanced Legal Writing for Business Lawyers
• Advanced Secured Transactions Workshop
• Alternative Dispute Resolution Clause Drafting
• Business Planning: Structuring and Financing the New Enterprise
• Deal Strategies In Business And Entertainment Law Deal Strategy, Structure and Negotiation (formerly called Deal Strategy, Structure and Negotiation
• Transactional Practice: The Syndicated Loan Agreement
• Contract Drafting and Analysis OR Contract Drafting and Negotiation
• Negotiation Skills, International Business Negotiations OR any other law school Negotiation Course (No more than 2 units of a negotiation course will count toward the Skills requirement)

Specialized Electives: Transactional Skills (Real Estate)

• Real Estate Transactions and Finance (formerly Real Estate Law & Business I)
• Real Estate Transactions Problems
• Real Estate Finance Problems

Specialized Electives: Transactional Skills (Media and Technology

• Digital Media Transactions
• Technology Transactions
• Dealmaking in the Entertainment Industry (formerly called Topics in Entertainment Law: Deal Making in the Entertainment Industry)
• Topics in Entertainment Law: Legal and Business Issues in the Digital Age

Legal Clinics, Externships or Publications

• Small Business Clinic I
• Small Business Clinic II
• Law for Business
• Intellectual Property and Technology Law Clinic

Specialized Electives: USC Marshall School of Business

• Corporate Financial Strategy
• Corporate Financial Policy and Corporate Governance
• Entrepreneurial Finance: Financial Management for Developing Firms
• Mergers and Acquisitions
• Financial Analysis and Valuation

Not all courses are offered every year.

You may petition to waive any required or elective course if you have taken an equivalent course outside of the law school as part of your undergraduate or other graduate degree.

Concentrations within the Business Law Certificate

Some students may be interested in focusing their coursework with an eye toward signaling interest in and preparing for a particular area of legal practice. Such students may complete a concentration within the business law certificate in the following practice areas:

• Capital Markets and Financial Law
• Corporate Reorganization and Creditors Rights (Bankruptcy)
• Real estate
• Taxation

Students completing a concentration may note this on their resume.

Capital Markets and Financial Law

Students concentrating in Capital Markets and Financial Law must complete the following three classes:

Course	Credit Options
1. Securities Regulation**	(2, 3, 4)
2. Corporate Finance**	(2, 3, 4)
3. Business Organizations*	(3, 4, 5)

Students must also complete at least one of the following elective classes:

4. Mergers and Acquisitions**	(1, 2, 3, 4)
5. Accounting for Lawyers	(2, 3)
6. Real Estate Transactions and Finance	(2, 3, 4, 5)
7. Corporate Fraud Seminar	(3)
8. Business Planning: Structuring and Financing a New Enterprise	(3, 4)
9. Corporate Taxation	(2, 3, 4)
10. Secured Transactions	(3)

* Note that Business Organizations is already a required class for the Business Law Certificate. Courses with a double asterisk (**) are currently listed as "core" electives and are therefore more strongly encouraged than other electives as part of the Business Law Certificate.

Corporate Reorganization and Creditors Rights

Students concentrating in Corporate Bankruptcy and Creditors Rights must complete:

I. At least one of the following two bankruptcy courses EITHER:

• a. Business Bankruptcy; OR
• b. Bankruptcy: Debtors and Creditors I

AND
II. At least 10 credits in total from the following elective courses:

Course	Credit Options
1. Business Bankruptcy	(3)
2. Transactional Practice - The Syndicated Loan Agreement	(1)
3. Corporate Finance*	(2,3,4)
4. Secured Transactions	(3)
5. Mergers and Acquisitions*	(3,4)
6. Bankruptcy: Debtors and Creditors I*	(2,3)

AND
III. Have demonstrated proficiency in accounting or finance.

Students may demonstrate proficiency in accounting or finance in one of two ways. First, students may take a law school class ion accounting or corporate finance (corporate finance may also count as an elective for the concentration). Second, students may instead document that they have successfully completed an undergraduate or graduate level course in accounting or corporate finance.

Courses with an asterisk (*) are currently listed as "core" electives and are therefore more strongly encouraged than other electives as part of the Business Law Certificate.

Real Estate

JD students concentrating in Real Estate must take the following 2 classes:

Course - Core classes	Credit Options
1. Real Estate Transactions and Finance	(2,3,4,5)
2. Real Estate Development, Entitlements and Zoning	(2,3,4,5)

JD students concentrating in Real Estate must also

• complete at least five credit hours from elective classes listed below, and
• demonstrate proficiency in accounting or finance.

Students may demonstrate proficiency in accounting or finance in one of two ways. First, students may take a law school class on accounting or corporate finance. Second, students may instead have successfully completed an undergraduate or graduate level course in accounting or finance.

Electives

Students JD students concentrating in Real Estate must complete at least five credit hours from the elective classes listed below.

Land-Use Controls	(2,3,4)
Local Government Law	(3, 4)
Partnership Taxation**	(2,3)
Real Estate Joint Ventures Between Capital Sources and Development	(1,2,3,4,5)
Real Estate Transactions Problems	(1)
Transactional Practice: The Syndicated Loan Agreement	(1)
Secured Transactions	(2,3,4)

Either:

Accounting for Lawyers**

(2,3)

or

Corporate Finance**

(3, 4)

In the table above, the right column shows options for the number of credits available for each course. For example, Taxation is offered as either a 3-credit course or a 4-credit course. Courses with a double asterisk (**) are currently listed as "core" electives and are therefore more strongly encouraged than other electives as part of the business law certificate.

Taxation

Students concentrating in Taxation must complete the following 3 classes:

Core classes Course	Credit Options
1. Taxation*	(3, 4)
2. Corporate Taxation**	(2,3,4)
3. Partnership Taxation**	(2,3)

Students concentrating in taxation must also

• complete at least one of 8 tax-related elective classes listed below, and
• have demonstrated proficiency in accounting or finance.

Proficiency in accounting or finance

Students may demonstrate proficiency in accounting or finance in one of two ways. First, students may take a law school class on accounting or corporate finance, which may also count as their one mandatory elective for the tax concentration. Second, students may have successfully completed an undergraduate or graduate level course in accounting or corporate finance.

Electives

JD students concentrating in taxation must complete at least one of the elective classes listed below. Currently, 3 of these electives are offered at the law school, and 5 of are offered only through cross-registration with the accounting department.

Classes at the law school:

Course	Credit Options
Accounting for Lawyers**	(2,3)
Corporate Finance**	(3, 4)
Tax Policy Seminar	(2,3,4)

Classes at Marshall Accounting:

Course	Credit Options
Advanced International Taxation 1	(3)
Federal Estate and Gift Taxes	(3)

¹ Prerequisite: ACCT 568T, which is international taxation.

International Taxation	(3)
State and Local Tax Concepts	(3)
Taxation of Transactions in Property	(3)

* Note that taxation is already a required class for the business law certificate.

In the table above, the right column shows options for the number of credits available for each course. For example, Taxation is offered as either a 3-credit course or a 4-credit course. Courses with a double asterisk (**) are currently listed as "core" electives and are therefore more strongly encouraged than other electives as part of the business law certificate.

The Business Law certificate gives you a good roadmap outlining both substantive and hands-on classes. I took a mix of both. The hands-on classes gave me a great perspective on how the substantive law would apply in real-world situations.

Ali Degolia, JD 2017

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