About 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.
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 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 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.
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.
Note: Whether a particular course is scheduled depends on faculty availability and student demand. View the Course Descriptions for more information about each course and when it's offered.
These are the core courses that employers expect a student interested in Business Law to have.
Students interested in this practice area should consider including one or more of the following courses as electives.
- Accounting for Lawyers
- Corporate Finance Law
- International Business Transactions
- Introduction to Intellectual Property
- Patent Law
- Real Estate Transactions I & II
- Taxation of Mergers and Acquisitions
- Trademark Law
- Selected Problems in Business Law:
- Advising Private Business Owners
- Corporate Governance and Deals Lab
Clinics, Internships, & Externships
Law & Entrepreneurship Clinic
The University of Wisconsin Law School, continuing its tradition of law in action, has created 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, counsel their clients in diverse matters including corporate, finance, intellectual property, tax, insurance and other legal issues confronting the new businesses. Participating students receive supervision from both faculty and private sector lawyers.
Corporate Legal Department Externship Program
Second and third-year law students may earn academic credit, through the Corporate Legal Department Externship course, for externships at in-house legal departments, where they gain experience in the broad range of legal matters handled by lawyers who work as in-house counsel. Contact Jane Heymann at firstname.lastname@example.org for more information.
The National Transactional LawMeet is a hands-on course designed to give law students a hands-on experience in developing and honing transactional lawyering skills, providing each participant a meaningful and engaging simulation of transactional practice.
Student Organizations & Related Activities
Students involved in student activities and organizations are often strong job candidates. Employers look for students who show leadership, public service, and community involvement.
For a full list of student organizations at UW Law, view the Student Organizations, Journals, & Activities.
Here are some of the faculty who teach or have an interest in this practice area:
- Susannah Tahk, Professor
- Peter Carstensen, Professor Emeritus
- Kenneth B. Davis, Jr. Professor Emeritus
- Yaron Nili, Assistant Professor
- John Ohnesorge, Professor
- Jason Yackee, Professor
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. Filter by "Adjunct" in the Law School Directory for a full list.