Curriculum Guide to Business/Corporate/Commercial Law

As the name suggests, business lawyers handle a wide range of legal issues for persons involved in business. They may do transactional work, litigation,  administrative (regulatory) work, or some of all three. 

Law students without business backgrounds are sometimes wary of business law, assuming that it is about finance, or math, or other things they might find foreign and daunting.  In fact, business law is ultimately about the problems that people have when trying to organize their voluntary relationships in a business setting. If you find those sorts of problems interesting, there is a good chance you will find business law interesting.

Transactional Lawyering

Business transactions lawyers represent people and businesses in starting  companies, structuring and negotiating deals (e.g., the sale of a business), drafting documents, and reviewing contracts. They provide sophisticated legal advice on issues that are important to public and private companies, including regulatory issues, legal aspects of mergers and acquisitions, the sale and trading of securities, intellectual property licensing, financial matters, and the tax implications of transactions.  Perhaps most important, they are intimately involved in the negotiation and documentation of complex contracts, which can cover a huge range of subjects, from the purchase or sale of a business, to intellectual property licensing, to a loan or other financing. 

Business Litigation

Business lawyers who are litigators may represent clients when transactions do not work as the parties expected or hoped.  These may be complex breach of contract suits, suits by shareholders against corporate agents (directors and officers), the pursuit of, or defense against, hostile takeovers, and so forth.  Companies that encounter financial difficulty often end up seeking to "restructure" their obligations in bankruptcy courts, represented by bankruptcy lawyers who are, in part, business litigators.

Regulatory Lawyering

Regulatory lawyers typically intermediate between a business and various government agencies that may oversee its activities.  This tends to be especially important for firms governed by the federal securities laws (because they have publicly traded securities or are securities brokers or dealers), as well as banks and insurance companies.  Recent amendments to federal law (Dodd-Frank) will likely increase work for business regulatory lawyers, as hedge funds and certain types of contracts (e.g. swaps) come under greater government scrutiny.  Equally important are tax lawyers, who may both advise a business on the tax consequences of a transaction and deal with taxing authorities before, during or after a transaction.

The Bigger Picture

Whatever the skill-set, business lawyers become valued business advisors to their clients — particularly small and mid-size business owners — and play a role that requires strong problem-solving and client counseling skills, as well as an understanding of business, accounting, and finance; and a basic familiarity with many areas of law, including corporate law, commercial law, bankruptcy, intellectual property, real estate, antitrust, and employment law.  The bigger picture, then, is that business lawyers usually have general business law (and business) insight as well as expertise in one or more specific fields.

Where the Jobs Are

Most business lawyers work in large or mid-size law firms, although many work in small firms, or even solo, doing transactional work. Business lawyers also work as in-house counsel (generally after having practiced first in a law firm). They will usually develop expertise in a specialized area of  practice, such as distribution and franchising, merger and acquisitions, venture capital, or public finance.  Another growth area is international business law, an extension of corporate law practice that advises businesses and governments on issues involving the movement of goods, services, and technology across national borders.

Students tend to assume that business law is always private practice, but that is not so.  With the introduction of new federal regulation of financial institutions, and concerns about recent financial scandals, there will likely be increasing demand for government lawyers with an interest in business law (e.g., as regulators or prosecutors).  Often, work for such agencies as the Securities and Exchange Commission, the Commodities Futures Trading Commission, the Internal Revenue Service, or the Federal Reserve Bank can be very rewarding business law practices.  In  some cases, this work may lead to private-practice opportunities that might not otherwise exist. 

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Some of you might intend to practice business law while others may not. Even those of you who don't plan to work in this area will find it difficult to serve your clients without knowing something about business law. You may be surprised to learn that business law matters for even environmental, public interest, and criminal lawyers. Every not-for-profit is, at some level, a business; white-collar crime almost always involves business. 

Because we believe that every lawyer must learn some business law as part of a well-rounded legal education, your business law faculty has outlined three tiers of recommended courses below (based on interest level) to guide you in planning your 2L and 3L curriculum.



Who:   Strongly Recommended for All Students

What:  817: Business Organizations I (fall & spring offerings)

742: Tax I (fall & spring offerings)

When:  2L year


Who:   Strongly Recommended for Students Potentially Interested in Business Law

What:  Tier 1 courses, plus

741: Business Organizations II (spring offering only)
840: Tax II (spring offering only)            

When:  Tier 1 courses in 2L fall semester; Tier 2 courses in 2L spring semester


Who:   Strongly Recommended for Students Definitely Interested in Business Law

What:  Tier 1 & Tier 2 courses, plus

            914: Securities Regulation (fall offering only)
            736: Secured Transactions (fall & spring offerings)

When:  Tier 1 & Tier 2 courses in 2L year; Tier 3 courses in 3L year

Other Business Law Courses (Please note that these offerings may vary from year to year.)

329: Taxation: Concepts for Business and Personal Planning
732: Real Estate Transactions I                   
735: Payment Systems
748: Antitrust                                                 
749: Trademark Law
751: Patent Law                                             
752: Copyright Law
753: Introduction to Intellectual Property
771: Estate and Business Planning for the Privately Held Enterprise         
821: Bankruptcy
828: International Business Transactions
838: Real Estate Transactions II
843: Unfair Trade Practices                           
867: Tax III
870: International Taxation                         
940: Community Economic Development Law
940: Fundamentals of Business Transactions I and II                   
953: Law and Entrepreneurship        
953: Intellectual Property Transactions         
954: Corporate Finance Law

Particular Business Law curriculum questions, contact:

Darian Ibrahim
Room 8109

John Ohnesorge
Room 4312A

Clinics, Internships, and Externships

Law & Entrepreneurship Clinic

The University of Wisconsin Law School, continuing its tradition of law in action, is creating a clinical program in which law students provide essential legal services to start-up entrepreneurs on campus. Students, trained in the legal challenges of creating a new business, will counsel their clients in diverse matters including corporate, finance, intellectual property, tax, insurance and other legal issues confronting the new businesses. Participating students will receive supervision from both faculty and private sector lawyers. This clinical program seeks to provide legal education on the role of lawyers in entrepreneurship, undertake research on legal issues facing start-up businesses, and provide service to fledgling businesses.

Student Organizations and Related Activities

Business & Tax Law Association (BATLAW)

The University of Wisconsin Business & Tax Law Association promotes and enhances the study and practice of business and tax law. The BTLA also encourages high standards of academic achievement as well as social interaction with other law students, faculty, and the professional community. Several faculty members and some of the largest law firms in Wisconsin are included in BATLAW's membership.

Volunteer Income Tax Assistance(VITA)

The Volunteer Income Tax Assistance (VITA) program is a cooperative effort by the Internal Revenue Service and many individual states, including Wisconsin, to provide income tax assistance to low-income individuals. Volunteers trained by the Internal Revenue Service and the Wisconsin Department of Revenue prepare basic income tax returns free of charge at VITA sites. Income tax assistance is available for low-income individuals, individuals with disabilities, non-English speaking taxpayers, and the elderly. In addition, the program assists individuals who qualify for homestead credit or the earned income credit. The VITA program is aimed at those for whom paid assistance may be out of reach. VITA is run through BATLAW.


Here are some of the full-time faculty who teach or have an interest in this practice area:

Lisa Alexander
Room 6110

Susannah Tahk
Room 8106

Peter Carstensen
Room 7101

Kenneth B. Davis, Jr.
Room 9107

Shubha Ghosh
Room 8111

Darian Ibrahim
Room 8109

John Ohnesorge
Room 4312A

Jason Yackee
Room 9106

In addition to our full-time faculty, the Law School's adjunct faculty members — prominent practicing lawyers and judges — bring their specialized knowledge and experience to the classroom.

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