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Search and explore Duke Law's wide variety of courses that comprise nearly every area of legal theory and practice. Contact the Director of Academic Advising to confirm whether a course satisfies a graduation requirement in any particular semester.

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NOTE: Course offerings change. Faculty leaves and sabbaticals, as well as other curriculum considerations, will sometimes affect when a course may be offered

NOTE: Course descriptions are in the process of being updated, and many still include reference to remote teaching during the 2020-21 academic year. With very few exceptions, all Fall 2021 classes will be taught in person only.

JD/LLM in International & Comparative Law

JD/LLM in Law & Entrepreneurship

International LLM - 1 year

Certificate in Public interest and Public Service Law

Areas of Study & Practice

Clear all filters 89 courses found.
Number Course Title Credits Degree Requirements Semesters Taught Methods of Evaluation

130

Contracts 4.5
  • JD 1L
  • IntlLLM NY Bar
  • IntlLLM/SJD/EXC elective
  • IntlLLM Business Cert
  • Fall 18
  • Spring 19
  • Fall 19
  • Fall 20
  • Fall 21
  • Spring 22
  • Final Exam
  • Class participation

An examination of the formation and legal operations of contracts, their assignment, their significance to third parties, and their relationship to restitution and commercial law developments; the variety, scope, and limitations on remedies; and the policies, jurisprudence, and historical development of promissory liability.

202

Art Law 2
  • JD SRWP, option
  • JD elective
  • IntlLLM/SJD/EXC elective
  • IntlLLM writing
  • IntlLLM Business Cert
  • IntllLLM IP Cert
  • Spring 19
  • Fall 19
  • Fall 20
  • Spring 22
  • Final Exam, option
  • Research paper option, 25+ pages
  • Class participation

This course will cover a number of intersections between the law and the people and institutions who constitute the world of the visual arts, including artists, museums, collectors, dealers, and auctioneers. The course will also cover non-legal material geared to shaping practices of art market participants, such as codes and guidelines adopted by art-museum associations, as well as some relevant literature from other academic disciplines. Specific topics will include: (1) contexts in which a legal institution must determine whether a particular object is a work of "art" or art of a particular type; (2) artists' rights, including statutory and non-statutory moral rights and resale rights; (3) problems of authenticity; (4) the legal rights and duties of auctioneers, art dealers, and other intermediaries; (5) the legal structure of art museums, including issues of internal management and governance; (6) stolen art, including objects looted during World War II; and (7) developments in law and industry practice relevant to "cultural heritage," the association of particular objects with particular places or societies.

Students will be required to participate in class discussions, and will have the option of writing a 25-30-page research paper OR taking a take-home exam. Paper topics must be approved by the instructor, who will be glad to make suggestions (some of which will involve local field research). To the extent feasible under the circumstances in Fall 2020, we will have individual in-person (one-on-one) meetings to discuss paper topics and interim progress. If that’s not feasible, the meetings will be via Zoom.

There are no prerequisites for the course. Although some background in intellectual property (copyright and trademark law) would be helpful, none is required. A set of readings will be distributed prior to the first meeting of the class. Before then, a complete updated syllabus will be posted. Our in-class sessions in Fall 2020 will be enriched through the (virtual) participation of guest experts.

203

Business Strategy for Lawyers 3
  • JD elective
  • LLM-LE (JD) required
  • IntlLLM/SJD/EXC elective
  • IntlLLM Business Cert
  • IntllLLM IP Cert
  • Fall 18
  • Fall 19
  • Fall 20
  • Fall 21
  • Final Exam
  • Research and/or analytical paper(s), 5-10 pages
  • Class participation

This course presents the fundamentals of business strategy to a legal audience. The course is designed to introduce a wide variety of modern strategy frameworks and methodologies, including methods for assessing the strength of competition, for understanding relative bargaining power, for anticipating competitors' actions, for analyzing cost and value structures, and for assessing the potential for firm growth through innovation. Although the case studies will span a variety of different industries, there will be an emphasis on high technology firms. The ideas in this course have relevance to anyone seeking to manage a law firm, advise business clients, engage in entrepreneurship, or lead a large company.

The class sessions include mainly case discussions coupled with some traditional lectures. The lecture topics and analytical frameworks are drawn from MBA curriculums at leading business schools. The cases are selected primarily for their business strategy content and secondarily for their legal interest. We will be hosting a number of general counsels who will discuss the GC's role in the strategies of their own companies.

Students enrolled in Business Strategy must (a) have previously taken or be concurrently enrolled in Analytical Methods OR (b) have taken an undergraduate course in economics. Students that currently hold an MBA or are enrolled in the JD-MBA program may not take this course. THIS IS A FAST TRACK COURSE.

205

Antitrust 3
  • JD elective
  • IntlLLM/SJD/EXC elective
  • IntlLLM Business Cert
  • IntllLLM IP Cert
  • PIPS elective
  • Fall 19
  • Fall 18
  • Fall 20
  • Spring 22
  • Final Exam

This course covers the fundamentals of United States antitrust law as well as the underlying legal and economic theory. Topics include (i) horizontal restraints of trade such as cartels, oligopolies, and joint ventures; (ii) monopolization and the conduct of dominant firms; (iii) vertical restraints of trade between suppliers and customers such as resale price maintenance, territorial and customer restrictions, tying arrangements, exclusive dealing contracts, bundled and loyalty pricing; (iv) mergers; and (v) the intersection between antitrust and other areas of law, such as procedure, intellectual property, and the First Amendment.

A final exam will be offered.

206

International Arbitration 2
  • JD elective
  • LLM-ICL (JD) elective
  • IntlLLM/SJD/EXC elective
  • Spring 21
  • Spring 20
  • Final Exam

In today's global economy, parties to cross-border commercial transactions increasingly choose to resolve their disputes through arbitration. This course introduces students to the law and practice of international arbitration. Among other things, the course will consider the formation and enforcement of arbitration agreements; the conduct of arbitral proceedings; the recognition and enforcement of arbitral awards; the international conventions, national laws, and institutional arbitration rules that govern the arbitral process and the enforcement of arbitration agreements and awards; the strategic issues that arise in the course of international arbitration proceedings; and the practical benefits (and disadvantages) of arbitration.

207

Sports and the Law 3
  • JD elective
  • IntlLLM/SJD/EXC elective
  • IntlLLM Business Cert
  • Spring 19
  • Spring 20
  • Spring 21
  • Spring 22
  • Final Exam

Sports occupies a central place in modern society. It constitutes a significant sector in the economy and an important form of cultural expression. This course examines the legal relations among the various parties in sports at both the professional and amateur levels. Particular attention will be given to the importance given to the maintenance of competitive balance and its impact on traditional notions of competition that apply in other business settings. Contracts law, antitrust law, and labor law provide the essential core for the investigation of issues in this course. In addition, this course seeks to provide an informed perspective on the financial and business structures that define the industry.

210

Business Associations 4
  • JD elective
  • LLM-LE (JD) required
  • IntlLLM NY Bar
  • IntlLLM Business Cert
  • IntlLLM/SJD/EXC elective
  • Fall 18
  • Spring 19
  • Fall 19
  • Spring 20
  • Fall 20
  • Spring 21
  • Fall 21
  • Spring 22
  • Final Exam

This course surveys the law providing ground rules for the organization, internal governance, and financing of corporations and other forms of business associations such as partnerships and limited liability companies. Topics include limited liability, fiduciary duties, shareholder voting, derivative suits, control transactions, mergers and acquisitions, public contests, and trading. The emphasis throughout is on the functional analysis of legal rules as one set of constraints on business associations, among others.

215

Commercial Transactions 4
  • JD elective
  • LLM-LE (JD) elective
  • IntlLLM NY Bar
  • IntlLLM/SJD/EXC elective
  • IntlLLM Business Cert
  • Spring 19
  • Spring 20
  • Final Exam

A study of basic policy choices made in the structuring of the law governing consumer and commercial transactions. The course serves as an overview of the role of debt in US society, especially consumer debt. This course looks at common debt arrangements, bankruptcy, and secured lending, both for personal property and for real property (mortgages). Particular attention is given to the lessons learned, and not learned, in the recent mortgage crisis. The course weaves discussions of major policy issues on excessive consumer and student debt with the substantive rules that define how debt arrangements are structured and then resolved, as in bankruptcy. Commercial Transactions and Principles of Commercial and Bankruptcy Law have a substantial overlap, and enrollment in one precludes enrollment in the other. The courses differ in their relative emphasis on bankruptcy law.

231

Ethics in Action: Large Firm Practice 2
  • JD elective
  • JD ethics
  • LLM-LE (JD) elective
  • IntlLLM NY Bar
  • IntlLLM/SJD/EXC elective
  • Fall 20
  • Fall 21
  • Simulated Writing, Transactional
  • Simulated Writing, Litigation
  • Group project(s)
  • Oral presentation
  • Practical exercises
  • Class participation

Large, multi-jurisdictional law firms face complex issues of regulation and professionalism. Managing and solving those issues require keen analytical, litigation, and transactional drafting skills. This course will offer an opportunity to practice those skills while gaining a background in the law governing lawyers. Students will participate in a two-credit, experiential seminar that can be used for either ethics or experiential credit.

Students will gain a background in the ABA Model Rules (and state variants) by analyzing and resolving simulated ethical inquiries that might be received by the general counsel’s office of a large firm and presenting their proposed resolution in class. In addition, students working in teams will tackle a more complex, multi-issue inquiry that will require deeper research and a written memorandum that will be revised in response to feedback. The course will conclude with a transactional drafting exercise such as an engagement letter and fee agreement involving client intake issues.

238

Ethics and the Law of Lawyering 2
  • JD elective
  • JD ethics
  • IntlLLM NY Bar
  • IntlLLM/SJD/EXC elective
  • Fall 18
  • Spring 19
  • Fall 19
  • Spring 20
  • Fall 20
  • Spring 21
  • Fall 21
  • Spring 22
  • Final Exam
  • Reflective Writing
  • Practical exercises
  • Class participation

This course examines in detail the "law of lawyering" relating to such issues as the formation of the attorney-client relationship, confidentiality, communications with clients, conflicts of interest, regulation and discipline of attorneys, and numerous other areas relating to the lawyer's role in American society. In addressing these issues, we will consider the extent to which the law governing lawyers derives from the concept of a learned profession, as well as the degree to which the ethics of lawyering may differ from personal ethics and morality. While particular attention will be paid to the ABA Model Rules of Professional Conduct, the class will also examine other sources of relevant law, including the Restatement (Third) of the Law Governing Lawyers, court decisions and rules, statutes, and administrative regulations.  Grading is based on a final examination, written work relating to casebook problems and reflections on current issues in legal ethics, and class participation.

 

244

The Business and Economics of Law Firms 1
  • JD elective
  • IntlLLM NY Bar
  • IntlLLM/SJD/EXC elective
  • IntlLLM Business Cert
  • Fall 18
  • Fall 19
  • Fall 20
  • Fall 21
  • Reflective Writing
  • Group project(s)
  • Practical exercises
  • Class participation

This course will provide students with an enhanced and vital understanding of law firms as business entities in a competitive and global market. Based on feedback from employers, interviews with hundreds of lawyers and published accounts from law firm leaders, it is clear that technical legal ability will be necessary but not sufficient to excel in the practice of law or any business endeavor in coming decades. The topics will be explored through the review and analysis of literature, statutes, and case studies, and will include a basic financial analysis of the operations of law firms. Assignments will be collaborative and will simulate the client advisory process allowing students to gain experience providing legal advice and business recommendations. Associate Dean and Senior Lecturing Fellow Bruce Elvin will lead and organize the seminar, with senior law and business leaders serving as guest lecturers many weeks.

255

Federal Income Taxation 4
  • JD elective
  • LLM-LE (JD) elective
  • IntlLLM/SJD/EXC elective
  • IntlLLM Business Cert
  • Fall 18
  • Spring 19
  • Fall 19
  • Spring 20
  • Fall 20
  • Spring 21
  • Fall 21
  • Spring 22
  • Final Exam

An introduction to federal income taxation, with emphasis on the determination of income subject to taxation, deductions in computing taxable income, the proper time period for reporting income and deductions, and the proper taxpayer on which to impose the tax

In planning their course schedules, students should keep in mind that Federal Income Taxation is a prerequisite for most other federal tax courses, including corporate tax, partnership tax, international tax, and the tax policy seminar.  For this reason, students who might want to take one or more advanced tax courses are strongly encouraged to take Federal Income Taxation during their second year of law school.

260

Financial Accounting 3
  • JD elective
  • LLM-LE (JD) elective
  • IntlLLM/SJD/EXC elective
  • IntlLLM Business Cert
  • Fall 18
  • Fall 19
  • Fall 20
  • Fall 21
  • Final Exam

Many attorneys are required to evaluate financial data, notably financial statements from corporations, on a regular basis. The need is not limited to corporate attorneys; indeed litigators in securities, antitrust, malpractice, or general commercial litigation frequently must analyze financial information. This course serves to both introduce basic accounting principles and practices and their relationship to the law, as well as to study a number of contemporary accounting problems relating to financial disclosure and the accountant's professional responsibility. Students with accounting degrees, MBAs or who have taken more than a couple of accounting courses are not permitted to enroll. Also, Business Essentials may not be taken concurrently with this course.

287

Principles of Commercial and Bankruptcy Law 4
  • JD elective
  • LLM-LE (JD) elective
  • IntlLLM NY Bar
  • IntlLLM/SJD/EXC elective
  • IntlLLM Business Cert
  • PIPS elective
  • Fall 18
  • Fall 19
  • Fall 20
  • Fall 21
  • Final Exam

This is an introduction to the principles and concepts of commercial law and bankruptcy and their interplay. It is intended to provide a solid conceptual and practical grounding in all of the basic commercial and bankruptcy law issues that you are likely to encounter in your practice.

The course starts with a brief overview of the more innovative aspects of sales law, and then introduces such basic commercial law concepts as negotiable instruments, letters of credit, funds transfers, and documents of title. The course then focuses on secured transactions under Article 9 of the Uniform Commercial Code (UCC), including the concepts of security interests, collateral, perfection and priority, and foreclosure. That brings in the natural interplay with such fundamental debtor-creditor aspects of bankruptcy law as property of a bankrupt debtor’s estate, automatic stay of foreclosure and enforcement actions, use by a debtor of property subject to a security interest and adequate protection of the secured party’s interest, rejection and acceptance of executory contracts, bankruptcy trustee’s avoiding powers including preferences and fraudulent conveyances, post-petition effect of a security interest, set-offs, and subordination. The course also introduces basic corporate reorganization and international insolvency principles.

Commercial Transactions and Principles of Commercial and Bankruptcy Law have a substantial overlap, and enrollment in one precludes enrollment in the other. The courses differ in their relative emphasis on bankruptcy law. This course (Principles) is intended to give a solid, conceptual and practical grounding in all of the basic commercial and bankruptcy law issues that you are likely to encounter in your practice.

 

288

Consumer Bankruptcy & Debt 2
  • JD SRWP, option
  • JD elective
  • IntlLLM/SJD/EXC elective
  • IntlLLM writing, option
  • IntlLLM Business Cert
  • PIPS elective
  • Spring 19
  • Spring 20
  • Spring 21
  • Fall 21
  • Reflective Writing
  • Research paper option, 25+ pages
  • Research and/or analytical paper(s), 10-15 pages
  • Oral presentation
  • Class participation

This course uses consumer bankruptcy as a lens to study the role of consumer credit in the U.S. economy and society. The class will focus on the key aspects of the consumer bankruptcy system, including who files bankruptcy, what causes bankruptcy, the consequences of bankruptcy, and the operation of the bankruptcy system. We will discuss each of these issues in the larger context of consumer debt and consumer law, and will also cover the foreclosure crisis, student loans, and issues related to debt, race, and gender. The readings will come from law and non-law sources, including the work of a variety of social scientists.

Due to substantive overlap in material for the coming semester, students may not concurrently enroll in Law 288: Consumer Bankruptcy & Debt and Law 586: Current Debates in Bankruptcy Law. However, if you've taken one of the courses in a previous semester and wish to take the other, that will be permitted.

304

Big Bank Regulation 4
  • JD elective
  • IntlLLM/SJD/EXC elective
  • IntlLLM Business Cert
  • Fall 18
  • Fall 19
  • Fall 20
  • Fall 21
  • Final Exam

Banking has evolved rapidly in just a few years. Global trade and investment have been supported and promoted by an emerging global financial system. This has in turn encouraged the growth of giant universal banks, based in the United States, the United Kingdom, mainland Europe, China and Japan. Most modern banks of any significant size (greater than $100 billion in total assets) have transnational and often truly global operations, but they also create major new risks and regulatory challenges. The debate over big banks and "too big to fail" concerns continued to be an important public policy concern in the 2016 Presidential election campaign and is certain to be so for the 2020 election. Since the Global Financial Crisis of 2008, the largest in a long run of domestic and international crises since the Great Depression of the 1930s, a new Dodd-Frank framework has been emerging. This framework has fundamentally changed the way in which such financial institutions are regulated. After more than a decade of reform, however, the framework remains controversial, at least in the United States, and executive and congressional efforts to reverse the Dodd-Frank and Basel models were deployed under the previous Administration, with some success. This controversy has now become more complicated in light of actions taken by the Treasury Department and the Fed to address financial and economic difficulties inflicted by COVID-19. Climate change is also starting to have a deep impact on financial markets, and this in turn is shaping some of the actions of regulators and banks. The walls between the three main sectors of finance - banking, securities and insurance - have broken down, yet at their core banks continue to be somewhat unique in their functions and the challenges they present for financial stability.

This course will review all the domestic and international regulatory developments since the Global Financial Crisis, focusing on the established and emerging regulatory architectures and systems, both domestic and international, currently proposed reforms, and future challenges and prospects for global and domestic financial reform. 

 

306

Corporate Crime 4
  • JD elective
  • IntlLLM/SJD/EXC elective
  • IntlLLM Business Cert
  • Spring 20
  • Spring 21
  • Fall 21
  • Final Exam
  • Class participation

This course serves as an introduction to the field of corporate crime, which now covers a large realm of government and law firm practice. The course will give students a first exposure to: (1) the contemporary practice in federal government agencies and medium to large corporate law firms of investigating, sanctioning, and representing corporations and their managers and employees involved in potential criminal violations (and certain civil analogues), and the law that governs those processes; and (2) the debate in the public policy realm over whether, why, how, and when the criminal law should be applied in the corporate and business context.

This field is large, complex, and developing rapidly. This course therefore can cover only a selection of topics, and will emphasize policy and the need to confront gaps and uncertainty in doctrine. As there is no unitary body of black letter law in this field, students should not expect this to be that form of law course. Coverage is likely to include mail and wire fraud, perjury and obstruction of justice, securities fraud (including insider trading and accounting fraud), the Foreign Corrupt Practices Act, corporate criminal liability, grand jury powers and procedure, representation of entities and individuals, the Fifth and Sixth Amendments in the corporate context, plea and settlement agreements, and sentencing.

The materials consist of a newly published text, which is the outgrowth of former course packs. The text will be available in bound book form for approximately $28 through Amazon, or in pdf form at no charge from the course website. There may be occasional handouts. Assigned readings average 30 pages per class meeting, with less case law and more fact-based practice documents, problems, and commentary than with a typical case book. The grade will be based primarily on a floating take home exam, with some weight given to class participation.

307

Internet and Telecommunications Law & Policy 3
  • JD elective
  • LLM-ICL (JD) elective
  • LLM-LE (JD) elective
  • IntlLLM/SJD/EXC elective
  • IntlLLM Business Cert
  • IntllLLM IP Cert
  • PIPS elective
  • Fall 21
  • Final Exam
  • Class participation

This course will examine the regulation of technology, and specifically the technology of Internet and telecommunications. We will examine the possible application of antitrust law and more specific forms of regulation, and will consider pending policy proposals. We will also examine the constitutional (principally First Amendment) constraints on any such regulation.

319

Analytical Methods 2
  • JD elective
  • LLM-LE (JD) required
  • IntlLLM/SJD/EXC elective
  • IntlLLM Business Cert
  • Fall 18
  • Spring 19
  • Fall 19
  • Fall 20
  • Fall 21
  • Final Exam
  • Practical exercises
  • Class participation

Lawyers face non-legal, analytical issues every day. Business lawyers need to understand a business in order to represent their client properly. Litigators need to judge the best route in adopting a litigation strategy. Family lawyers routinely need to value a business. Environmental lawyers need to understand economic externalities. Social lawyers need familiarity with financial instruments that have positive and negative attributes. Students taking this course will find it foundational in running a business, advising a business, or litigating business matters that go beyond the strict letter of the law. In this sense, this is not your standard doctrinal law school course. Rather, it is designed to give students the tools necessary to interact with the business community and run a company or firm.

The areas of focus include:

  • Decision Analysis, Games and Information: We will explore a standard technique that has been developed to organize thinking about decision-making problems and to solve them.
  • Accounting: Basic accounting concepts will be introduced, and the relationship between accounting information and economic reality will be examined.
  • Microeconomics: This unit presents basic economic concepts--the operation of competitive markets, imperfect competition, and market failures--that are necessary to this understanding.
  • Statistics and Artificial Intelligence: We will address the basic statistical methods, including regression analysis, as well as issues that commonly arise when statistics are used in the courtroom. We will also have a brief introduction to statistical learning, which forms the basis for machine learning and artificial intelligence.

This basic introductory survey course is aimed at students who have only a basic background in math (basic high school algebra) and may have majored in humanities and social science as an undergraduate.

321

The Law and Policy of Innovation: the Life Sciences 3
  • JD SRWP
  • JD elective
  • LLM-LE (JD) elective
  • IntlLLM/SJD/EXC elective
  • IntlLLM writing, option
  • IntlLLM Business Cert
  • IntllLLM IP Cert
  • Spring 20
  • Spring 19
  • Spring 21
  • Spring 22
  • Reflective Writing
  • Research paper, 25+ pages
  • Class participation

This course analyzes the legal and policy regimes that shape the introduction of new products, processes, and services in the life science industries. Innovation in biopharmaceuticals, medical devices, health services, and health care delivery is central to the heavily regulated life sciences sector, and thus the sector offers a window into multiple intersections of scientific innovation, regulatory policy, and law.  Innovation in this sector is also shaped by multiple bodies of law (e.g. intellectual property law, FDA law, federal and state-based insurance and professional regulation, antitrust, tax), each with its own private and public constituencies, and therefore offers an opportunity to assess how different bodies of law approach the common issue of innovation.  Although this course focuses on innovation in the life science industries, this focus will produce lessons for innovation policy in other regulated and less-regulated industries. 

322

Copyright Law 3
  • JD elective
  • IntlLLM/SJD/EXC elective
  • IntllLLM IP Cert
  • Spring 19
  • Fall 19
  • Fall 20
  • Spring 22
  • Final Exam

A comprehensive course on the law of literary and artistic property, with emphasis on mastering the technical intricacies of the 1976 Copyright Act and its many complex recent amendments, including the cyberspace rules introduced by the Digital Millennium Copyright Act. Subject matter treated will include literary characters; musical works; pictorial, graphic, and sculptural works; industrial designs; motion pictures and plays; sound recordings; computer programs and databases. Throughout the course effort is made to clarify the relations between artistic property and industrial property (especially trademarks and unfair competition law) in the United States and at the international level. Students are encouraged to think critically about the unresolved economic and policy issues facing creators and innovators in an Information Age, issues that often reflect a larger, ongoing debate within the framework of the world's intellectual property system, and the course will prepare them for the practice of copyright law at any level.

323

Bankruptcy and Corporate Reorganization 2
  • JD elective
  • IntlLLM/SJD/EXC elective
  • IntlLLM Business Cert
  • Spring 19
  • Spring 20
  • Spring 22
  • Final Exam

The course will focus on the process by which a corporate debtor achieves reorganization pursuant to the provisions of Chapter 11 of the Bankruptcy Code. Prior familiarity with bankruptcy principles and debtor-creditor law is not required. These will be incorporated in the course as it unfolds. Some familiarity with business organization is helpful but not necessary.

The subject will be covered primarily from two perspectives: that of supervision of a debtor by the bankruptcy court and that of the underlying business and economic dynamics that lead both to the debtor's financial crisis and to its ability to secure a fresh start through a plan of reorganization.


Topics to be covered include: historical, Constitutional, and policy issues underlying Chapter 11's provisions and goals; overview of basic business structures and transactions bearing on Chapter 11 reorganization; alternatives to avoid Chapter 11; the powers and oversight role of the bankruptcy court and the obligations and governance of a corporate debtor when under the protection of the bankruptcy court; the major phases of a Chapter 11 case from initial filing to consummation of a plan of reorganization (e.g., formulation of a business plan and the plan of reorganization, claims procedures and classification, plan disclosure and voting, plan confirmation, discharge, and consummation); recovery and disposition of assets in Chapter 11, including asset sales, and avoidance remedies; and numerous special topics encountered in Chapter 11 practice.

324

Corporate Restructuring 3
  • JD elective
  • IntlLLM/SJD/EXC elective
  • IntlLLM Business Cert
  • Spring 20
  • Spring 19
  • Group project(s)
  • Practical exercises
  • Class participation

Corporate Restructuring is the application of skills learned in Corporate Finance applied to real world cases. Since the “real world” changes each year, much of the class is based on current developments in the economy. The course is intended for students planning on entering careers in corporate finance departments of large corporations, banks, consultants involved in mergers and acquisitions, divestitures and spin offs and those students planning on careers in finance and operational restructuring of both large public and private companies and small and growing companies, including venture investments. As the course includes board of director governance of firms, it is intended to introduce students to the role of boards for those students who wish to become members of boards of directors at some point in their careers.

Corporate Restructuring includes both healthy companies and distressed companies and investments. The first half of the course covers board governance of firms, mergers and acquisitions, leveraged buy outs and the role of finance and consulting professionals involved in transactions, both domestic and international. The second half of the course covers merger integration, both operational and financial,  and the firm in financial or operational distress. We cover warning signs of distress, financial restructuring, bankruptcy and the emergence from bankruptcy.

The course covers a broad range of industries applicable to today’s environment including but not limited to technology, health care, business services, consumer products and industrials.

This course provides a legal context to business, where applicable, in order to introduce Fuqua students to the legal context of business. As the course permits a limited number of law student enrollment, the course also introduces law students to the business context of law.

325

Corporate Finance 3
  • JD elective
  • LLM-LE (JD) elective
  • IntlLLM/SJD/EXC elective
  • IntlLLM Business Cert
  • Spring 21
  • Spring 19
  • Spring 20
  • Spring 22
  • Final Exam
  • Practical exercises
  • Class participation

This course is designed to familiarize law students with the principles of corporate finance. In the world of corporate finance, the distinction between lawyers and investment bankers has blurred. Whether negotiating a merger agreement, acquisition, or divestiture, rendering a fairness opinion, preparing for an appraisal hearing, litigating securities class action or derivative suits, issuing new securities, taking a firm private via an LBO or public via an IPO, corporate lawyers and investment bankers work side-by-side. Lawyers with an appreciation of the basics of corporate finance gain a distinct advantage. This course will also provide important tools for litigators to work with financial expert witnesses and calculate damages.

Topics include: the time value of money; the relation between risk and return; the workings and efficiency of capital markets; behavioral finance; valuing perpetuities and annuities; valuing corporate securities (stock, bonds, and options); valuing businesses as a going concern; optimal capital structure and dividend policies; debt covenants and other lender protections; derivatives; and the application of these principles to legal practice.

[This course serves as a prerequisite for Corporate Restructuring and Venture Capital and Private Equity, two courses offered at the Fuqua School of Business and cross-listed in the Law School.]

Spring 2021

Format: SUBJECT TO PUBLIC HEALTH GUIDANCE, THIS COURSE WILL BE OFFERED IN A HYBRID FORMAT. Students may choose to attend in person on a rotating basis or to participate on a fully remote basis.

Grading: The course grade will be based on: (i) a final examination, (ii) class participation, and (iii) quizzes, problem sets, or other short assignments.

326

Corporate Taxation 3
  • JD elective
  • LLM-LE (JD) elective
  • IntlLLM/SJD/EXC elective
  • IntlLLM Business Cert
  • Spring 19
  • Spring 20
  • Spring 21
  • Spring 22
  • Final Exam
  • Class participation

A study of the provisions of the Internal Revenue code governing the tax effects of the major events that occur in the life span of a corporation, including the taxation of distributions to shareholders and the formation, reorganization, and liquidation of corporations.

No papers are required, but class participation is expected. Students interested in taxation should take this course; it also has application to general corporate practice (mergers and acquisitions).

It is strongly recommended that students take Business Associations before taking Corporate Taxation

Federal Income Taxation is a prerequisite (waivable at the discretion of the instructor for a student with a comparable tax background acquired in some other way).

328

International Debt Finance (and Sovereign Debt Crises) 2
  • JD elective
  • LLM-ICL (JD) elective
  • IntlLLM Business Cert
  • Spring 19
  • Spring 20
  • Spring 21

This course uses the lens of international debt finance to provide students with an advanced course in securities law, corporate law, and contract law. In the area of international debt finance, particular attention will be paid to debt issuances by sovereign nations. Given that much of this market is centered in New York and London, the focus of the course will be on U.S. and English law contracts and securities regulatory systems (including stock exchange listing regimes). Particular attention will be paid to how lawyers and their clients (both the sovereigns and the investment bankers) think about how to structure their contracts and what disclosures to make to the public regarding these contracts. Finally, attention will also be paid to the question of how domestic law private law principles can be utilized to solve or at least ameliorate the problem of third world debt (with particular reference to Sub Saharan debt).

Note: Students may enroll in 328P for an opportunity to earn an additional credit.

332

Coded Governance: Blockchains, Smart Contracts, and Cryptoventures 2
  • JD elective
  • LLM-LE (JD) elective
  • IntlLLM/SJD/EXC elective
  • IntlLLM Business Cert
  • IntllLLM IP Cert
  • Spring 20
  • Reflective Writing
  • Research and/or analytical paper(s), 5-10 pages
  • Oral presentation
  • Practical exercises
  • Class participation

This course examines distributed ledger/blockchain technologies and computational law, and the related evolving regulatory environment. Topics covered include cryptocurrency use and regulation, legal forensic analysis of tokens, ethereum-based smart contract governance frameworks, patent strategy, and the professional responsibility considerations when working in a space that is popular, but not well understood. Students will learn about distributed ledger technologies and even get an introduction to programming a decentralized game. No previous programming experience is needed for this course, but a willingness to read and reread and discuss technical documentation and literature is essential. The course will conclude with a final packet of coursework for grading purposes.

335

Private Equity and Hedge Funds 3
  • JD elective
  • LLM-LE (JD) elective
  • IntlLLM/SJD/EXC elective
  • IntlLLM Business Cert
  • Spring 21
  • Spring 19
  • Spring 20
  • Final Exam
  • Practical exercises
  • Class participation

The alternative asset classes of private equity and hedge funds represent a significant and growing share of investment activity worldwide and are at the center of many of the most pressing current issues in finance and financial law. While traditionally lightly regulated, both areas have received increasing regulatory attention since the global financial crisis of 2008-2009. Both also figure prominently in major ongoing debates concerning financial stability, market efficiency, corporate governance, financial innovation and complexity, and even income inequality. This course introduces private equity and hedge funds from the perspectives of finance, regulation, and legal practice, covering the foundational issues of securities, tax, organizational, and fiduciary law that they raise. Students will learn the basic regulatory framework applicable to fund structuring, fund managers and sponsors, fund offerings, and fund investments, and gain experience with the key agreements among the parties involved. In addition, the course will critically assess the current regulation of private equity and hedge funds and proposals for reform. Through reading materials, course discussions, guest lectures, and group work, students will gain insight into the perspective of fund managers, advisors, investors, those who transact with such funds, and those who regulate the fund industry.

Prerequisites: Students must have previously completed or be concurrently enrolled in Business Associations or an introductory course on business organizational law/company law taken at another law school (whether in the U.S. or abroad). Prior coursework in securities regulation and taxation may be useful, but is not required.

Spring 2021

Format: SUBJECT TO PUBLIC HEALTH GUIDANCE, THIS COURSE WILL BE OFFERED IN A HYBRID FORMAT. Students may choose to attend in person on a rotating basis or to participate on a fully remote basis.

Grading: The course grade will be based on: (i) a final examination, (ii) class participation, and (iii) quizzes, problem sets, or other short assignments.

336

Mergers & Acquisitions: A Practitioner's Perspective 2
  • JD elective
  • LLM-LE (JD) elective
  • IntlLLM/SJD/EXC elective
  • IntlLLM Business Cert
  • Spring 19
  • Spring 20
  • Spring 21
  • Fall 21
  • Spring 22
  • Final Exam

This two-credit course will consider and analyze corporate mergers and acquisitions and the process of initiating and completing a corporate acquisition. Topics covered will include the structures commonly used in M&A transactions (and the factors affecting choice of deal structure); strategies employed by the acquiring company and the target firm in negotiating an acquisition and the differing roles played by the various parties involved; the critical role of information in M&A deals; conducting due diligence; the elements and structure of a typical acquisition agreement; certain techniques for effective drafting of M&A agreements; the roles and responsibilities of management, Boards of Directors and shareholders in connection with transactions; securities laws affecting transactions; an introduction to private equity M&A; acquisition financing; and getting the transaction to closing.

337

International Debt Finance II 2
  • JD elective
  • LLM-ICL (JD) elective
  • IntlLLM/SJD/EXC elective
  • Spring 19
  • Group project(s)
  • Practical exercises
  • Class participation

This course is offered to students who have previously taken law 328 International Debt Finance and Sovereign Debt Crises.

347

Health Care Law and Policy 3
  • JD elective
  • IntlLLM/SJD/EXC elective
  • PIPS elective
  • Spring 19
  • Spring 20
  • Spring 22

A survey of the legal environment of the health services industry in a policy perspective, with particular attention to the tensions and trade-offs between quality and cost concerns. Topics for selective study include access to health care; private and public programs for financing and purchasing health services; the economics of health care and health care costs; the role of professionalism versus the new commercialism in health care; the legal and tax treatment of not-for-profit corporations; regulation of commercial practice in professional fields; fraud and abuse in government programs; the application of antitrust law in professional fields; the internal organization and legal liabilities of hospitals; public regulation of institutional providers, including certification of need; personnel licensure; private personnel credentialing and institutional accreditation; liability for medical accidents; legal liabilities associated with the administration of health benefits; and public regulation of managed-care organizations. Study of the diverse legal problems encountered by a single industry, particularly one as important, complex, and intrinsically interesting as health care, may appeal to students generally interested in public policy and in law and economics as well as those with specific interests in the health care field.

353

Equity Valuation and Advanced Financial Statement Analysis 3
  • JD elective
  • IntlLLM/SJD/EXC elective
  • Fall 21

Valuing a business—big or small—is often a central focus of leading legal, banking, investment and business institutions.

  • It drives whether a company does an acquisition or sale.
  • It is often a key component in damages in litigation.
  • It guides how managers make disclosures in private transactions and public filings.
  • At its most macro level, it drives the policy of governments.

This course provides students with the tools to understand valuation principles, coupled with the depth of accounting necessary to understand the drivers of that valuation—all using the rigor of Certified Financial Analyst (CFA) materials.

Whether working at a bank, a law firm, a prosecutor's office, an agency or an investment manager, many graduates find themselves without the skills needed to understand the value of entities and their financial statements. Those who have these skills are highly valued and often end up running corporations, law firms, and agencies.

This is a high-level course for those with experience in corporate finance and accounting. It is designed to give the advanced student a deeper dive into important concepts relating to equity valuation and financial statement analysis. Familiarity with numbers is essential.

The areas of focus include:

  • Equity Valuation Process
  • Discounted Dividend Valuation
  • Free Cash Flow Valuation
  • Market-Based Valuation: Price Multiples
  • Residual Income Valuation
  • Financial Reporting Mechanics
  • Financial Reporting Standards
  • Advanced Topics in Understanding the Income Statement
  • Advanced Topics in Understanding the Balance Sheet
  • Advanced Topics in Understanding the Cash Flow Statement
  • Financial Analysis Techniques
  • International Standards Convergence
  • Financial Statement Analysis: Applications
  • Inventories
  • Long-Lived Assets
  • Income Taxes
  • Long-Lived Liabilities and Leases
  • Employee Compensation: Postretirement and Share-Based Intercorporate Investments
  • Multinational Operations
  • Evaluating Financial Reporting Quality

Course Materials

The two primary texts are Equity Asset Valuation, 4th Edition (CFA Institute Investment Series), by Pinto (Wiley, 2020), and International Financial Statement Analysis, 4th Edition (CFA Institute Investment Series), by Robinson (Wiley, 2020). Handouts and problem sets will be distributed in class. Problem sets will be graded.

Course Requirements

1. Class Attendance and Preparation

Students are expected to attend all sessions. You should read appropriate materials prior to class.

2. Problem Sets

Problem sets will be assigned throughout the class. Most of these will be graded. Some problems will not be graded and will be done in teams.

3. Examinations

There will be a three-hour mid-term examination on the Equity Valuation section of the course and a three-hour final examination on the Financial Statement Analysis section.

4. Grading

Final course grades will be determined by the following allocation:

  • 25% Class Participation
  • 25% Problem Sets
  • 25% Mid-Term Exam
  • 25% Final Exam

5. The Honor Code

You are expected to follow the Duke University Honor Code. Specific issues concerning homework and the final examination will be discussed in the first class meeting.

6. Prerequisites

One of the following courses (or their equivalents): Corporate Finance, Accounting, or Financial Information. Exceptions can be made by the instructor.

358

Structuring Venture Capital and Private Equity Transactions 3
  • JD elective
  • LLM-LE (JD) elective
  • IntlLLM/SJD/EXC elective
  • IntlLLM Business Cert
  • Fall 18
  • Fall 19
  • Fall 20
  • Fall 21
  • Spring 22
  • Group project(s)
  • Practical exercises
  • Class participation

In the world of venture capital and private equity, there is no difference between a good business person and a good lawyer. They both must know capitalization structure and law, and they both must know tax and accounting.

Many never achieve this mastery, and those who do only get there after many years of practice. This course helps the law and business student drive to the top of their game sooner and more effectively than their peers from other institutions.

The goal is to focus on the formation of deals. We look at the business reasons that parties come together, we look at the business reasons that deals fail to meet expectations, and we look at the business reasons that deals work. This is especially important in private equity and venture capital deals, where exit strategies have to be anticipated from the very outset of a deal.

360

International Taxation 3
  • JD elective
  • LLM-ICL (JD) elective
  • IntlLLM/SJD/EXC elective
  • IntlLLM Business Cert
  • Spring 21
  • Spring 19
  • Spring 20
  • Spring 22
  • Final Exam

The course explores both the existing tax rules and the widespread policy concerns under discussion in the US and globally about current international tax law.

361

International Trade Law 3
  • JD elective
  • LLM-ICL (JD) elective
  • IntlLLM/SJD/EXC elective
  • IntlLLM Environ Cert
  • IntlLLM Business Cert
  • Spring 19
  • Spring 20
  • Spring 21
  • Spring 22
  • Final Exam
  • Class participation

International trade and the World Trade Organization attract a lot of attention and debate. Why do almost all economists say that liberalizing trade flows is a good thing? Why do politicians – even ones who purportedly support free markets – often rail against import competition and "unfair trade"? How does trade liberalization interact with other public policy choices such as protecting the environment or promoting the economic development of poor countries? In this course, we will examine why the WTO exists, how it developed from the GATT and how it fits in the international economic order (Part I). The course will offer you an in-depth, practical knowledge of substantive WTO law drawing heavily on case law. It will address the basic principles of trade in goods and trade in services, as well as some of the more specialized WTO agreements on, for example on trade remedies (subsidies, anti-dumping and safeguards). From a more procedural side, the course will pay close attention to the unique WTO mechanism for the solution of global trade disputes, with special reference again to recent and ongoing cases (Part II). It will conclude by examining U.S. trade law – particularly the widely-used trade remedies laws – and assessing not only the practice of international trade law in the United States, but also whether these laws actually achieve their supposed policy objectives (Part III). Although this course will necessarily address key principles and theories undergirding the international trade law system, one of its driving themes will be the actual practice of this discipline in the United States and at the WTO. The course will be graded based on class participation and an open-book final exam.

379

Partnership Taxation 2
  • JD elective
  • LLM-LE (JD) elective
  • IntlLLM/SJD/EXC elective
  • IntlLLM Business Cert
  • Spring 19
  • Spring 20
  • Spring 21
  • Fall 21
  • Final Exam

The course will cover the tax implications of organizing and operating businesses as partnerships for tax purposes, investing in tax partnerships and acquisitions and dispositions of partnership interests. Partnership Tax is offered in fall semester only.

Partnership Tax is offered in fall semester only.

384

Securities Regulation 4
  • JD elective
  • LLM-LE (JD) required
  • IntlLLM/SJD/EXC elective
  • IntlLLM Business Cert
  • Spring 19
  • Spring 20
  • Spring 21
  • Spring 22
  • Final Exam

A study of the federal and state securities laws and the industry they govern with emphasis on the regulation of the distribution process and trading in securities; subjects dealt with include the functions of the Securities and Exchange Commission, registration and disclosure requirements and related civil liabilities, "blue-sky" laws, proxy solicitation and reporting requirements, broker-dealer regulation, the self-regulatory functions of the exchanges, and the regulation of investment companies.

390

Structuring and Regulating Financial Transactions 2
  • JD elective
  • IntlLLM NY Bar
  • IntlLLM/SJD/EXC elective
  • IntlLLM Business Cert
  • Spring 21
  • Spring 19
  • Spring 20
  • Spring 22
  • Final Exam

The principles applied in structuring financial products in the commercial context reflect a balance of the interests of corporate stakeholders and the rights of third parties. This course will examine these principles with the goal of equipping the student with a base of knowledge that would be readily applied in a finance practice of a commercial law firm. Focusing primarily on traditional syndicated debt finance and securitization transactions, we will examine evolving market conventions that influence debt terms, the rights and expectations of stakeholders in distressed situations and bankruptcy, and the regulatory and compliance structure governing the issuance of these obligations. As part of this process, we also will explore the structuring of letters of credit, derivative transactions, debtor-in-possession financing, and other related financial products.

393

Trademark Law and Unfair Competition 2
  • JD elective
  • LLM-LE (JD) elective
  • IntlLLM/SJD/EXC elective
  • IntllLLM IP Cert
  • Spring 20
  • Fall 18
  • Fall 20
  • Spring 22
  • Final Exam

Current trademark and unfair competition law will be inspected from three different view points: theory, case law, and client representation involving transaction and litigation strategies. The course will cover the requirements for obtaining trademark protection (distinctiveness, use in commerce, special rules for trade dress, various bars to protection such as functionality), confusion-based infringement, secondary liability, trademark dilution, statutory and common law defenses, false advertising, and cybersquatting.

409

Entrepreneurship Immersion 4
  • LLM-LE (JD) elective
  • Summer 2018
  • Summer 2019

Entrepreneurship Immersion provides students with concentrated exposure to the legal, business and regulatory aspects of early-stage company formation. In partnership with Duke in Silicon Valley, the class takes place in the summer before 2L year for all JD/LLMLE students. The practical application of entrepreneurial skills is paired with classroom instruction each day in the range of business and legal issues likely to be encountered by practitioners. The course addresses the major areas each start-up must consider, from the various perspectives of company founders, investors, customers, and lawyers who represent each constituency.

427

Community Enterprise Law Clinic 4
  • JD elective
  • JD experiential
  • LLM-LE (JD) elective
  • IntlLLM/SJD/EXC elective
  • IntlLLM Business Cert
  • PIPS elective
  • PIPS experiential
  • Spring 19
  • Fall 19
  • Spring 20
  • Fall 20
  • Spring 21
  • Fall 21
  • Spring 22
  • Group project(s)
  • Practical exercises
  • Live-client representation and case management
  • Class participation

Operating like a small private law firm, this clinic will provide students interested generally in business law practice and/or in specializing in affordable housing and community development law with practical skills training in many of the core skills required in any transactional legal practice, including interviewing, counseling, drafting and negotiation. Under the supervision of the clinical faculty, students will represent low-income entrepreneurs, as well as a wide variety of nonprofit organizations engaged in community development activities. In their cases, students will have the opportunity to work on a wide variety of legal matters for their clients. These may include entity formation (both for-profit and nonprofit); obtaining tax-exempt status for nonprofit clients and providing ongoing tax compliance counseling; negotiating and drafting contracts; and representing clients in community development transactions. All enrolled students will be required to provide a minimum of 100 hours of legal work per semester and to participate in weekly group training meetings. For the spring semester of the 2020-2021 academic year, we expect that the seminar component of the Clinic will be taught in an online-only format.  To the greatest extent possible, however, our work with clients and with each other, including supervision meetings, will be in person.  For students who either elect not to return to Durham or who are not able to participate in the Clinic on an in person basis, you will still be able to participate fully in the Clinic, just on a remote basis.

Clinics Enrollment Policy

Important:

  • This course may not be dropped after the first class meeting.
  • Students MUST be able to attend the day-long clinic intensive training session to enroll in this course.
  • International LLM students who wish to enroll in a clinic must seek the permission of the clinic's faculty director prior to the enrollment period. Permission is required to enroll but permission does not constitute entry into the clinic.

Ethics Requirement

Students are required to have instruction in the Model Rules of Professional Conduct prior to, or during, enrollment in the Community Enterprise Law Clinic. Examples of ethics classes that meet the requirement include Ethics in Action: Large Firm Practice (LAW 231), Ethics of Social Justice Lawyering (LAW 237), Ethics and the Law of Lawyering (LAW 238), Ethics and the Law of Lawyering in Civil Litigation (LAW 239), Criminal Justice Ethics (LAW 317) and Ethics in Action (LAW 539).

441

Start-Up Ventures Clinic 4
  • JD elective
  • JD experiential
  • LLM-LE (JD) elective
  • IntlLLM/SJD/EXC elective
  • IntlLLM Business Cert
  • PIPS elective
  • PIPS experiential
  • Fall 18
  • Spring 19
  • Fall 19
  • Spring 20
  • Fall 20
  • Spring 21
  • Fall 21
  • Spring 22
  • Group project(s)
  • Practical exercises
  • Live-client representation and case management
  • Class participation

The Start-Up Ventures Clinic represents entrepreneurs and early-stage businesses and social ventures on a variety of matters related to the start-up process, including formation, founder equity and vesting, shareholder agreements, intellectual property protection and licensing agreements, commercialization strategies, and other issues that new enterprises face in their start-up phases.

The course incorporates client representation with a seminar and individualized supervision to provide students with a range of opportunities to put legal theory into practice and to develop core legal skills such as interviewing, client counseling, negotiation, and drafting. Students in this course will, among other things, have the chance to deepen their substantive legal knowledge in entrepreneurial law and business law more generally while at the same time developing critical professional skills through the direct representation of start-up businesses.

Law Tech Focus: Some enrolled students will have the option of spending a portion of their clinic time working on legal technology projects in association with the Duke Law Center on Law & Technology, including (1) working with the Duke Law Tech Lab, a pre-accelerator program for legal technologies and (2) building real legal tech tools to serve entrepreneurs.

For the spring semester of the 2020-2021 academic year, we expect that the seminar component of the Clinic will be taught in an online-only format. To the greatest extent possible, however, our work with clients and with each other, including supervision meetings, will be in person. For students who either elect not to return to Durham or who are not able to participate in the Clinic on an in-person basis, you will still be able to participate fully in the Clinic, just on a remote basis.

Important:

    • See Clinics Enrollment Policy
    • This course may not be dropped after the first class meeting.
    • Students MUST be able to attend the day-long clinic intensive training session to enroll in this course.
    • International LLM students who wish to enroll in a clinic must seek the permission of the instructor prior to the enrollment period. Permission is required to enroll but permission does not constitute entry into the clinic.
  • Business Associations and Advising the Entrepreneurial Client or Start-Up Law are recommended but not required.

Ethics Requirement

Students are required to have instruction in the Model Rules of Professional Conduct prior to, or during, enrollment in the Start-Up Ventures Clinic. Examples of ethics classes that meet the requirement include Ethics in Action: Large Firm Practice (LAW 231), Ethics of Social Justice Lawyering (LAW 237), Ethics and the Law of Lawyering (LAW 238), Ethics and the Law of Lawyering in Civil Litigation (LAW 239), Criminal Justice Ethics (LAW 317) and Ethics in Action (LAW 539).

441A

Advanced Start-Up Ventures Clinic
  • JD elective
  • LLM-LE (JD) elective
  • PIPS elective
  • PIPS experiential
  • Spring 21
  • Fall 18
  • Spring 19
  • Fall 19
  • Spring 20
  • Fall 20
  • Fall 21
  • Spring 22
  • Group project(s)
  • Practical exercises
  • Live-client representation and case management
  • Class participation

The Advanced Start-Up Ventures Clinic is for students who have already completed a semester in the Start-Up Ventures Clinic (Law 441) and wish to continue their experiential education in the start-up space, whether it be a to-be-determined project on a specific area of entrepreneurial law, or working with a specific client or in a specific industry. Typically, the course is two credits and permission to take the Advanced Start-Up Ventures Clinic must be approved by the Clinic Director. 

460

Negotiation for Lawyers 3
  • JD elective
  • JD experiential
  • LLM-LE (JD) elective
  • IntlLLM/SJD/EXC elective
  • IntlLLM writing, option
  • Fall 18
  • Spring 19
  • Fall 19
  • Spring 20
  • Fall 20
  • Spring 21
  • Fall 21
  • Spring 22
  • Reflective Writing
  • Research and/or analytical paper(s), 15-20 pages
  • Practical exercises
  • Class participation

For lawyers in every type of law practice, the ability to negotiate effectively is an essential skill.  As a lawyer, you will negotiate when you try to settle a lawsuit, close a merger, or arrange a plea bargain.  You will negotiate with counterparts, clients, and co-workers.  You will negotiate with service providers and the “system” – the court, the government, or your community.  And, you will continue to negotiate with your friends and family.  In this highly interactive seminar, we will explore the theories, skills, and ethics involved in legal negotiation.  With limited exceptions, in each class you will participate in a role-play simulation of increasing complexity, experiment with new techniques, and then reflect on what negotiation strategies worked best for you.  Over the course of the semester, in addition to in-person exercises, you will have opportunities to negotiate by email, telephone, and videoconference, and to evaluate the pros and cons of each so you understand how to select the most appropriate medium given the particular parties and circumstances.  Through this process, you will not only gain insight into your own negotiation style, you will develop the toolkit you need to approach each new negotiation with confidence. 

Because of the nature of the course, the amount of information delivered during the first class period, the importance of participating in the first role-play simulation during the first class period, and the typical waitlists for enrollment in the course, attendance at the first class is absolutely required.  A student who fails to attend the first class without prior consent of the instructor will forfeit his or her place in the class.  (Working for an additional week in the summer and call-back interviews are not acceptable excuses for missing the first class.)  Students who are on the waitlist for the course are encouraged to attend the first class, and those who do will be given preference to fill open slots in the class.  There is a shortened drop period for this course so that students who are waitlisted can enroll before the second class occurs.  Thus, students may drop this course without permission only before the second class. 

Because of the similarities between this course and the negotiation course taught at the Fuqua School of Business, a law student may not receive law school credit for both courses.

 

465

Patent Claim Drafting and Foundations of Patent Strategy 1
  • JD elective
  • JD experiential
  • IntlLLM/SJD/EXC elective
  • IntllLLM IP Cert
  • Spring 19

Scope of patent protection is controlled by definitions of the invention known as patent claims. The role of intellectual property protection in the economy has caused attention to be given to the precision of claim drafting. Focus on skills used in patent claim writing across a variety of technical fields and developed through exercises, problems, and competitions. Discussions of client counseling and patent application drafting in conjunction with the skill-oriented sessions provide a background in the practical issues that control the approaches taken to claim writing, as well as a basis for discussion during particular problems. This course is especially useful for students interested in patent preparation, prosecution, and litigation, or corporate law involving intellectual property transaction.



Students are required to attend the first class in order to remain enrolled in it.

500

Arbitration: Law and Practice 3
  • JD elective
  • JD experiential
  • IntlLLM/SJD/EXC elective
  • Fall 18
  • Fall 19
  • Fall 20
  • Reflective Writing
  • Research and/or analytical paper(s), 10-15 pages
  • Oral presentation
  • Class participation

Special COVID Note:
This course will be conducted synchronous online via Zoom during the scheduled class time; it will also be recorded.

This course will examine the substantive law of arbitration during the first half of the term using excerpts from the textbook Arbitration: Cases and Materials by Huber & Weston (3rd Edition, LexisNexis) and focus thereafter on the development of practical skills for conducting an arbitration presentation. The textbook excerpts will be posted on Sakai. The class will be limited to a maximum of 18 students. Grading will be based upon class participation, the submission of written arbitration briefs, and the oral presentations of arbitration arguments/evidence.

It is anticipated that students will be offered a choice among three or four arbitration problems from which they will pick one problem for briefing and oral presentation. Some problems are susceptible to being handled by teams for claimant and respondent, while others can be handled individually. The problems may deal with such diverse claims as construction, medical malpractice/products liability, and employment discrimination, among others. At least one problem available for selection will address international commercial arbitration issues, taken from the current problem being used for the Willem Vis Arbitration Moot, which is an international law school competition.

510

Legal Interviewing & Counseling 2
  • JD elective
  • JD experiential
  • IntlLLM/SJD/EXC elective
  • PIPS elective
  • Fall 18
  • Spring 19
  • Fall 19
  • Fall 20
  • Fall 21
  • Reflective Writing
  • Practical exercises
  • In-class exercise
  • Class participation

This course will provide students a framework for effective client interviewing and counseling, skills which are foundational to successful lawyering. While lawyers must master substantive and procedural law to gain the confidence of their clients, they must be able to exercise effective communication skills in “real time.”  Legal Interviewing and Counseling will help students learn to plan effective interviewing and counseling sessions, to identify and solve problems collaboratively with clients, and to further develop their abilities to effectively communicate difficult legal and factual information. This course seeks to further understanding of a broad range of communication skills, to facilitate client decision making and implementation of solutions, to manage the professional relationship, and to navigate common ethical issues that arise in the context of legal interviewing and counseling. Structured in-class simulation exercises will allow students to develop and practice these skills in real-world contexts . While each of these skills will be developed over the entirety of any lawyer's career, Legal Interviewing & Counseling aims to help students to jumpstart this development and to gain additional tools needed to ensure effective client relationships when they enter practice. Students will be evaluated on their participation in structured, in-class simulation exercises and discussions; video-taped skills exercises done outsides of class; guided self-assessments; guided reviews of other students' simulation exercises; and a final capstone simulation interview and counseling projects. Students will be required to attend class regularly and to participate consistently in all exercises. Students will be assessed on a C/NC basis. I plan to offer in person office hours for those interested and also hope to develop supplementary, optional opportunities for in-person engagement, conditions permitting, with equal opportunity for students who are remote.

515

Contract Drafting for the Finance Lawyer 2
  • JD elective
  • JD experiential
  • IntlLLM/SJD/EXC elective
  • IntlLLM Business Cert
  • Fall 18
  • Spring 19
  • Fall 19
  • Spring 20
  • Fall 20
  • Spring 21
  • Practical exercises
  • In-class exercise
  • Class participation
  • Variable by section

Contract Drafting is an upper-level course that teaches basic practical skills in contract drafting through written drafting exercises. The exercises will be done both in and outside of class, and extensive peer and instructor editing will be used. While the skills taught will be basic, they will also be translatable to more sophisticated contracts, such as those that Duke Law students can expect to see and draft in practice. The course will be a combination of lecture and in-class drafting and editing exercises, with an emphasis on the exercises. There will be pre-class reading assignments from the text, possibly supplemented with other outside reading. Some drafting exercises will be assigned to be done outside of class for subsequent in-class editing. Grading will be on the basis of these written drafting assignments, the quality of editing others' drafts, and class participation.

517

Advanced Contracts 2
  • JD SRWP with add-on credit
  • JD elective
  • IntlLLM/SJD/EXC elective
  • IntlLLM Business Cert
  • Spring 19
  • Spring 20
  • Fall 20

Each course segment will consider in depth a foundational tenet of contract law, but applied to a new and modern fact pattern. For example, does an agreement to exchange one kidney for another (as in the increasingly common kidney paired donation) involve consideration? Is it void as against public policy? What is the obligation of airlines, hotels, and third party providers (such as Expedia) to honor "mistake fares" in an age when technology allows potentially millions of purchases before the offeror discovers the error?
We'll begin each segment with a modern fact pattern in which the law is unclear or in flux. We'll read the classic contracts cases and scholarly articles on point, with application to the new fact pattern in mind. Are the old doctrines still a good fit for the new world? Are the public policy rationales behind the law still relevant? What new considerations are present? Project assignments are designed to place students in roles of problems-solvers, policymakers, or judges considering real-life, current disputes. There will be substantial writing, teamwork, and oral presentations.

517W

Advanced Contracts, Writing Credit 1
  • JD SRWP
  • JD elective
  • IntlLLM/SJD/EXC elective
  • IntlLLM Business Cert
  • Spring 19
  • Spring 20
  • Fall 20
  • Research paper, 25+ pages

While enrolled in LAW 517 Advanced Contracts, students may submit a significant research paper which would be eligible for satisfaction of the JD-ULWR.  LAW 517W must be added no later than the 7th week of class.

519

Contract Drafting 2
  • JD elective
  • JD experiential
  • LLM-LE (JD) elective
  • IntlLLM/SJD/EXC elective
  • IntlLLM Business Cert
  • Fall 18
  • Spring 19
  • Fall 19
  • Fall 20
  • Spring 21
  • Fall 21
  • Spring 22
  • Practical exercises
  • In-class exercise
  • Class participation
  • Other

Contract Drafting is an upper-level simulation course that teaches basic practical skills by having students work “in role” as lawyers undertaking various drafting tasks in a series of exercises. While the skills taught will be basic, they will also be translatable to more sophisticated contracts. The course will feature lectures, class discussions, and in-class business issue-spotting and drafting exercises, with an emphasis on the exercises. There will be pre-class reading assignments from the text, sometimes supplemented with other outside reading, including various sample contracts. Some exercises will be group projects, and regular peer feedback, along with feedback from the instructor, will be a feature. Grading will be on the basis of written drafting assignments, at least one graded peer-feedback assignment, and class participation.

Students who take Law 519 Contract Drafting may not take Law 522 Contract Drafting: The Next Generation.

529

Corporate Governance 3
  • JD elective
  • LLM-LE (JD) elective
  • IntlLLM/SJD/EXC elective
  • IntlLLM Business Cert
  • Spring 21
  • Spring 19
  • Spring 20
  • Spring 22
  • Reflective Writing
  • Group project(s)
  • Class participation

Corporate governance is a major policy issue in business regulation, and has increasingly become headline news in recent political debates. This course will discuss the major debates in corporate governance, the challenges for designing an optimal system for governing corporations, and the increasingly important role of lawyers in these policy debates. To that end, the course may host guest speakers with various backgrounds that have unique experience in corporate governance matters. The course will focus on a range of issues. For example, is shareholder activism by hedge funds and other institutional shareholders good for shareholder value, or does it promote short-termism? Are CEOs paid too much, and should their compensation be regulated? Do anti-takeover devices entrench managers or promote long-term strategic growth? Does state competition for corporate charters lead to a race to the top or the bottom? In discussing each of these topics, this course will consider whether corporations are best regulated by the government or market discipline. As part of the course, students will acquire the skills to review empirical studies, and evaluate the implications of these studies for legal policy and corporate practice. Business Associations is a prerequisite for this class (except for LLM students who are taking Business Associations in the same semester).

530

Entertainment Law 3
  • JD elective
  • IntlLLM/SJD/EXC elective
  • IntllLLM IP Cert
  • Fall 19

A comprehensive introduction to the entertainment industry, this course explores how principles of intellectual property, media law, contract law, labor law and other areas inform the practice of entertainment law.  The course also focuses on learning practical legal and business skills such as structuring, drafting and negotiating financing, development, production and distribution deals in the motion picture, television, theater, publishing and digital media industries.

531

In House Law Practice 2
  • JD elective
  • IntlLLM/SJD/EXC elective
  • IntlLLM Business Cert
  • Spring 21
  • Spring 19
  • Spring 20
  • Spring 22
  • Reflective Writing
  • Group project(s)
  • Oral presentation

This course explores the substantive and procedural aspects of inhouse law practice. Class sessions often include guest general counsels to survey in-house legal topics, engage with real world challenges, discuss current relevant events, and distill best practices for the role. Students will have team-based interdisciplinary project assignments that draw from topics discussed in the class, reflecting real-world scenarios and providing legal representation experience. Guest general counsels are typically leading practitioners who engage with the class from a variety of perspectives, ranging from Chief Legal Officers of Fortune 50 companies to general counsels who helped grow entrepreneurial startups into household names.

The course is designed for any student interested in inhouse practice – those who wish to work in a law firm or governmental role and interact with inhouse counsel, those who would like to practice inhouse, and those who are interested in exploring different career paths.  It is intended to provide law school students with an understanding of and practical skills for inhouse practice, legal issues unique to that role, and practical issues that face inhouse lawyers. 

20%: Reflection Message Board Posts
Each student will publish five brief message board posts during the semester reflecting upon insights or thoughts of interest from guest general counsel presentations.

30%: Memo
Student assume the role of attorney with an inhouse legal department and prepare a 5-page memo responding to a fact pattern and scenario; the memo provides an opportunity to demonstrate legal analysis and practical approaches to the issues.  They will also record and upload a five-minute presentation of their memo's findings to the "general counsel" of the company.

40%: Project
Halfway through the semester, students divide into teams of 4 persons. Each team will receive a fact pattern for a significant business-level-event problem which they will analyze and present their findings, legal analysis and recommendation to the CEO and board of directors for said company.

10%: Class Engagement

No prerequisites are necessary.

532

Venture Capital Financing 3
  • JD elective
  • LLM-LE (JD) elective
  • Spring 21
  • Spring 19
  • Spring 20
  • Group project(s)
  • Practical exercises
  • Class participation

This class will focus on the legal and economic structure of venture capital transactions and will familiarize students with the legal agreements used to document these transactions. Using lectures and in-class exercises, students will learn the function of the most common transaction documents, the economic and/or legal purpose of the provisions contained within these documents and alternative approaches to address specific situations. Throughout the semester, students will work on a simulated transaction to gain experience in negotiating and drafting documents with an emphasis on meeting client objectives. Students will be evaluated on the basis of class participation and written assignments.

533

Government Enforcement and Global Corporate Compliance 2
  • JD elective
  • JD experiential
  • LLM-ICL (JD) elective
  • IntlLLM/SJD/EXC elective
  • Fall 18
  • Fall 19
  • Fall 21
  • Practical exercises
  • In-class exercise
  • Class participation

Students will learn about white collar criminal law principles, today’s climate of government enforcement against corporate wrongdoing and the important role that compliance programs can play in preventing, detecting and resolving those compliance issues.  The course will involve substantive lectures and classroom exercises.  The Foreign Corruption Practices Act (FCPA) will be utilized as the substantive basis to discuss the various principles and conduct the practice simulations. The FCPA will also help demonstrate the global nature of white collar and compliance and the legal issues multi-national corporations face. 

Students will engage in classroom exercises to develop skills frequently used in practice – analysis, drafting materials, preparing for and conducting interviews, and developing a work plan.  Students will learn to advise a client on dealing with a government enforcement action, conduct a global internal investigation, and build a corporate compliance program.  This learning combination of substantive lectures and doing simulation exercises regarding “real world” issues will provide students with practical skills in an area that is in high demand for lawyers.

534

Advising the Entrepreneurial Client 3
  • LLM-LE (JD) elective
  • Fall 19
  • Fall 18
  • Group project(s)
  • Practical exercises
  • Class participation
  • Other

The goal of Advising the Entrepreneurial Client is to prepare students to assist in the representation of a start-up venture/angel backed company. This course takes students through the legal issues likely to present themselves in the lifecycle of a typical technology company from inception/incorporation through acquisition (the typical liquidity event). Advising the Entrepreneurial Client exposes students to the types of issues, questions and documentation that they encounter and the lawyering skills that they need as a lawyer for an entrepreneurial venture. The course is a survey of entrepreneurial law considerations and does not attempt to invoke policy considerations.

Students are graded on class participation, weekly group homework, and three major drafting assignments.

Class is open to students pursuing the LLM in Law & Entrepreneurship.  Students not in this program should consider Law 540: Startup Law: Representing the Company.

540

Startup Law: Legal Considerations for Entrepreneurs and Counsel 3
  • JD elective
  • IntlLLM/SJD/EXC elective
  • IntlLLM Business Cert
  • Fall 18
  • Fall 19
  • Fall 20
  • Fall 21
  • Final Exam
  • Class participation

This course takes students through the legal issues likely to present themselves in the lifecycle of a high growth company from inception through acquisition (the typical liquidity event). Startup Law exposes students to the types of issues, questions and documentation that they encounter as a lawyer for an entrepreneurial venture, but also from the perspective of the entrepreneur. The course is a survey of entrepreneurial law considerations and will discuss policy considerations as the material and current events dictate. While some of the content related to legal considerations from the perspective of company counsel is similar to Law 534 Advising the Entrepreneurial Client, this does not satisfy the requirements for the JD/LLMLE. Students who have taken Law 534 may not take this class.  Business Associations highly recommended as a prerequisite but may be taken as a co-requisite. Final grade based on exam and in class participation.

541

Nonprofit Organizations 3
  • JD elective
  • LLM-LE (JD) elective
  • IntlLLM/SJD/EXC elective
  • IntlLLM Business Cert
  • PIPS elective
  • Fall 18
  • Fall 19
  • Fall 20
  • Fall 21
  • Final Exam

The subject of the course is the diverse sector of the economy composed of nonprofit organizations, and, in particular, the organizations that are tax-exempt under Section 501c3 of the Internal Revenue Code. Topics to be covered include their function and role in society; issues related to their formation, governance and regulation; the tax laws and regulations specific to exempt organizations; and policy issues regarding the sector.

549

Corporate Counseling and Communication 2
  • JD elective
  • JD experiential
  • LLM-LE (JD) elective
  • IntlLLM/SJD/EXC elective
  • IntlLLM Business Cert
  • Spring 19
  • Spring 20
  • Spring 21
  • Final Exam
  • Practical exercises
  • In-class exercise
  • Class participation

The goal of this class is for students to develop skills working with sophisticated clients on complex issues that lack easy answers and to simulate the practice of law in a way that a young associate is likely to experience it whether at a large law firm or in a small legal office. The primary focus is interviewing and counseling business clients and drafting client-related communications.

The first part of the class is split into five two-week segments. In the first week of each segment, the class will study a legal issue and prepare to interview the client. Then, one student interviews the client about a simulated scenario in a conference call as the rest of the class observes.  After the call, the class assesses the legal issues and strategies for responding. Students must then decide what advice to give.

In the second week of each segment, the class evaluates potential responses and prepares to advise the client. Another student counsels the client as the class observes. The focus of the class is on client communications, legal strategy, and developing professional skills, and students will gain exposure to the types of issues commonly faced by corporate counsel, including contract negotiations and potential claims.

Students will also practice working in a law office environment by sending emails to the professor that simulate reports to a supervising attorney and by submitting timesheets showing work they have completed. The final three weeks focus on a 15-page paper that will require independent research on a complex legal topic assigned by the professor. Through these exercises, students will learn to speak confidently with experienced business executives, collect information efficiently from busy professionals, and deliver practical, business-oriented legal advice orally and in writing.

550

Legal Issues of Cybersecurity and Data Breach Response 2
  • JD elective
  • JD experiential
  • LLM-LE (JD) elective
  • IntlLLM/SJD/EXC elective
  • IntllLLM IP Cert
  • PIPS elective
  • Spring 19
  • Fall 19
  • Fall 20
  • Fall 21
  • Research and/or analytical paper(s), 10-15 pages
  • Practical exercises
  • Class participation

This course will cover the dynamic and rapidly evolving legal field of cybersecurity and data breach response.  The course will focus on the workflow during the aftermath of any sort of data security incident, a rapidly growing legal practice area, where legal professionals have emerged as critical decision-makers. Every class will begin with a 15-20 minute discussion of current events.  The course will be broken up into two parts.   The first part of the course will cover the foundation of the legal aspects of data breach response, in the form of traditional discussion.  The second part of the course will involve a fictional fact pattern/simulation of a data security incident at a financial firm, with student teams conducting various tasks, with “real-life” outside legal experts playing various roles.  The tasks will include: intake; board briefing; law enforcement liaison; federal/state regulatory interphase; insurance company updates; and vendor/third party/employee briefings.

553

Empirical Research Methods in Law 1
  • JD elective
  • IntlLLM/SJD/EXC elective
  • Fall 18
  • Final Exam, option
  • Research and/or analytical paper(s), 10-15 pages, option
  • In-class exercise

There are three major objectives for this course: (1) to provide you with a substantive understanding of empirical methods and an opportunity to learn the principals of these methods with hands-on experience with easy-to-use statistical software (e.g., Excel and Stata); (2) to develop skills to choose and work with experts, and the ability to develop and refute quantitative evidence; and (3) to develop the necessary skills for critical thinking and evaluation of empirical work in academic studies and expert witness reports.

The course will be divided into three major components. The first section of the course will introduce a broad range of topics in methodology, from study design and hypothesis testing to descriptive statistics and multivariate regression techniques in the context of legal issues faced by practicing attorneys. The second section will include a series of lectures by judges and empirical scholars with a wealth of experience working with and as expert witnesses. The final section of the course will utilize this new knowledge and training to critically evaluate empirical scholarship and expert reports. Together, these course components will provide you with a comprehensive background in empirical methods and will prepare you for sophisticated and critical consumption of statistical analyses. The course also will equip those of you who are interested in pursuing academia with a foundation in quantitative research to produce empirical scholarship.

Participation during class is strongly encouraged, and computers are allowed in the classroom. Course grades will be based on class participation (10%), hands-on exercises (10%), and a discussion paper (80%).  For the paper, you will be asked to evaluate an Expert Report and discuss the strengths and weaknesses of the study based on the research methods covered in this course. You have the option to take an in-class exam as a substitute for the paper.

 

560

Sales and Value Added Tax Law 2
  • JD elective
  • IntlLLM/SJD/EXC elective
  • IntlLLM Business Cert
  • Fall 18
  • Fall 19
  • Final Exam

SALES AND VALUE-ADDED TAX LAW covers the policy issues, legal frameworks and detailed technical issues related to VAT and retail sales tax systems. Comparisons are drawn between the VAT (a multi-stage consumption tax system used by most countries -- but not the US) and retail sales taxes (the consumption tax adopted by most US states). The class explores variations between the VAT systems and retail sales tax systems in different jurisdictions, in order to highlight key policy issues. The course also highlights innovations in consumption taxes (especially to deal with the digital economy) and the treatment of special sectors such as the real property, financial, agriculture and public interest sectors. Approaches for dealing with the application of VATs and sales taxes in the context of federations and common markets are also considered.

The principal focus is on VAT, because retail sales taxes can be viewed as a single-stage VAT. The aim of the course is to enable you to think about VAT (or sales tax), whether from the perspective of what the law is, what it should be, or how it might be administered. More generally, the course is designed to sharpen your skills to think like a lawyer, like a policymaker, and like a tax administrator.

After taking the course, you should understand how the VAT and retail sales taxes work in practice, and you will have a clear understanding of how consumption taxes differ from income taxes. We will discuss the definition of key legal elements of the VAT (taxpayer, taxable event, tax base, rates, tax period) and how the tax is collected. This analysis should equip you with the ability to address consumption tax issues in the future, or indeed to deal with any tax, since all taxes have these basic common elements.

561

Tax Policy 3
  • JD elective
  • IntlLLM/SJD/EXC elective
  • Spring 19
  • Spring 20
  • Spring 21
  • Spring 22

This three-credit seminar will feature weekly presentations (eleven in total) of works-in-progress on a wide range of tax policy topics, by leading tax academics from law schools around the country. The seminar will meet twice each week--first to discuss the paper prior to the arrival of its author, and a second time to discuss the paper with the author. Students will write a reaction paper (of approximately three pages) for each work-in-progress. Grades will be based on the reaction papers and on contributions to the seminar discussions.

Federal Income Taxation is a prerequisite (waivable at the discretion of the instructor for a student with a comparable tax background acquired in some other way).

572

Enterprise Law in Japan and the United States 1
  • JD elective
  • LLM-ICL (JD) elective
  • IntlLLM/SJD/EXC elective
  • LLMWriting option with additional credit
  • IntlLLM writing, option
  • IntlLLM Business Cert
  • Spring 20
  • Research and/or analytical paper(s), 10-15 pages
  • Class participation

This is a seminar course focusing on a comparative analysis of business systems in Japan and the United States. We will discuss the basic question: how does law matter to business practice? 

To answer this question, we need to take into consideration two complementarities. First, the legal system in a given country consists of a variety of legal subject areas, including corporate law, securities regulation, labor law, bankruptcy law, and tax law, among others. These areas of law do not operate in isolation but rather in complement to affect the business practices in a country. Second, the law operates in conjunction with economic markets and social norms. 

We will consider the firm as a forum for incentive bargaining among four major participants: management, employees, creditors, and shareholders. How do the complementary effects of various laws, markets and norms affect the incentives of each participant? How has this affected the accepted business practices in a country, and in turn, the broader business system? 

Students will be exposed to classical readings in business law theory, as well as more recent scholarship that applies those classical theories to case studies of modern US and Japanese firms. Through the readings and participation in class discussions, students will learn to think critically about the dynamic interplay of legal systems, economic markets, and social norms and their combined effects on business systems.

573

Shaping Law and Policy: Advocacy and the Affordable Care Act 2
  • JD elective
  • IntlLLM/SJD/EXC elective
  • IntlLLM writing, option
  • PIPS elective
  • Fall 19
  • Fall 20
  • Fall 21
  • Reflective Writing
  • Research and/or analytical paper(s), 15-20 pages
  • Class participation

This seminar will examine how legal advocacy shapes law and public policy at the federal level, with particular emphasis on the last decade+ of history under the Affordable Care Act (ACA). It will draw upon case histories of public interest litigation, administrative law advocacy, legislative development, and popular opinion strategies. Each weekly seminar will focus on one or two of the health policy issues addressed in the ACA, across its various stages of development and evolution. Topics will include the individual mandate, Medicaid expansion, state waivers, insurance exchanges, insurance coverage requirements, and insurer risk protections, as well as broader legal issues involving administrative rulemaking, constitutional rights, federalism, statutory history, standing, and severability, Our class will examine how attorneys and their allies can play either offense or defense, or even switch roles, as the later stages of policy debates shift. The ACA provides an organizing context for illustrating how Washington-oriented attorneys and related legal advocates operate, while offering a quick introduction to a host of contemporary issues in health law and policy. The seminar will provide a balanced representation of efforts by ACA defenders, opponents, and those in-between as they engaged in various regulatory and litigation activities to advance, negate, or alter the law’s original intentions. Study of the diverse and often-shifting legal problems encountered by a single industry, particularly one as important and complex as health care, may appeal to students generally interested in public policy and in law and economics, not just health care, as well as those interested in sharpening their skills in legal advocacy through involvement in litigation and administrative rulemaking. Relatively early selection of potential paper topics is advised.   

575

Securities Litigation and Enforcement in Practice 2
  • JD elective
  • JD experiential
  • IntlLLM/SJD/EXC elective
  • IntlLLM Business Cert
  • Spring 19
  • Fall 19
  • Spring 21
  • Fall 21
  • Practical exercises
  • In-class exercise
  • Class participation

This two-credit experiential course will focus on the analytical, writing and presentation, and interview skills frequently used in practice while also introducing students to the general statutory and regulatory frameworks governing securities litigation and enforcement.  Litigating private securities claims and defending SEC enforcement actions are an important component of most sophisticated litigation practice; these actions have high stakes, and are almost inevitable for many corporate clients.  Writing assignments and presentations will be drawn from one hypothetical class action problem, and one hypothetical enforcement action problem.

576

Agency Law in a Changing Economy 2
  • JD SRWP, option
  • JD elective
  • IntlLLM NY Bar
  • IntlLLM/SJD/EXC elective
  • IntlLLM writing, option
  • IntlLLM Business Cert
  • Spring 20
  • Spring 19
  • Spring 21
  • Spring 22
  • Research paper, 25+ pages
  • Oral presentation
  • Class participation

Agency law encompasses the legal consequences of consensual relationships in which one person (the “principal”) manifests assent that another person (the “agent”) shall, subject to the principal’s right of control, have power to affect the principal’s legal relations through the agent’s acts and on the principal’s behalf. As the principal’s representative, an agent owes fiduciary duties to the principal. Agency doctrine applies to a wide range of relationships in which one person has legally-consequential power to represent another, populating the category, “agent,” with a variety of exemplars: lawyers, brokers in securities and other markets, officers of corporations and other legal entities, talent and literary agents, auction houses, and more. Usually, agency relationships contemplate three distinct persons: agent, principal, and third parties with whom the agent interacts, with legal consequences for all three. Agency law also governs the relationship between a principal and its agents, including its employees. The pervasiveness of agency means that its implications remain relevant despite changes in business structures and economies more generally.  This seminar covers the legal doctrines that make agency a distinct subject with in the law, in particular those differentiating agency from general contract and tort law. It also covers a number of contemporary examples in which agency doctrine may—or may not—apply with significant consequences. These may include the status of Uber drivers and other actors who perform services via platforms; the duties of commodities brokers, including merchants in financial derivatives products; the consequences of imputing an agent’s knowledge to the principal; agency as a vehicle for the imposition of vicarious liability; and the consequences for the agent and third party when a principal is undisclosed, unidentified, or undetermined. 
The seminar will meet weekly with assigned readings. Each student will write a research paper on a topic to be chosen with the instructor’s consent and will make brief presentations to the seminar as work on the paper proceeds

577

Emerging Issues in Sports and the Law 2
  • JD elective
  • IntlLLM/SJD/EXC elective
  • IntlLLM Business Cert
  • Spring 19
  • Spring 20
  • Spring 21
  • Reflective Writing
  • Research and/or analytical paper(s), 10-15 pages
  • Class participation

The course will examine the regulation of NCAA athletics and the enforcement of NCAA rules. It will examine in detail several high profile NCAA cases including those involving Penn State, Miami and UNC-Chapel Hill.

581

FinTech Law and Policy 3
  • JD SRWP
  • JD elective
  • IntlLLM/SJD/EXC elective
  • IntlLLM Business Cert
  • Fall 18
  • Fall 19
  • Fall 20
  • Research paper, 25+ pages
  • Oral presentation
  • Class participation

In 2016, few people had ever heard of Bitcoin or blockchain, initial coin offerings were non-existent, and U.S. financial regulatory agencies had yet to react to the emergence of non-bank financial services providers. The FinTech industry has changed dramatically since then: Bitcoin has captured the public imagination and spawned new derivatives products, central banks are considering launching their own digital currency, you can apply for a mortgage on your smartphone, and the Office of the Comptroller of the Currency proposed a new kind of bank charter specifically for FinTech firms. While many have focused on the technologies underpinning the FinTech revolution, less attention has been placed on how these technologies fit within the current financial regulatory framework. Understanding this framework is critical to the long-term success of any FinTech startup. While technology startups in other sectors may predicate their business on breaking rules and ignoring regulations, such a strategy is sure to fail if deployed by a FinTech firm. This is because the financial industry is heavily regulated by multiple state and federal agencies that often have overlapping authority. Being a successful FinTech firm requires more than just great technology; it also requires an understanding of the laws and regulations applicable to your business.

This course aims to provide you with that understanding. You will learn about the critical legal, regulatory, and policy issues associated with cryptocurrencies, initial coin offerings, online lending, new payments and wealth management technologies, and financial account aggregators. In addition, you will learn how regulatory agencies in the U.S. are continually adjusting to the emergence of new financial technologies and how one specific agency, the Office of the Comptroller of the Currency, proposed a path for FinTech firms to become regulated banks. The course will also address the role FinTech has played during the pandemic; from FinTech lenders administering small business loans, to a Congressional proposal to administer stimulus payments through Federal Reserve digital wallets.  You will also learn the basics of how banks are regulated in the U.S.

If you are unfamiliar with how these new financial technologies work, fear not. We will begin each new course section with a high-level overview of the underlying technology.

Due to the pandemic, course content will be delivered online, but in person office hours will be held for those interested. Class participation will remain a required and graded component of the course. To help facilitate class participation, each student will be required to deliver a company profile presentation during the semester. In addition, each student, as part of a team, will deliver a presentation related to an assigned case study. Class participation will account for 40% of your grade and a final paper will make up the remaining 60%.

585

Philanthropy, Voluntarism and Not-For-Profit Law and Management 3
  • JD elective
  • IntlLLM/SJD/EXC elective
  • PIPS elective
  • Spring 19
  • Spring 20
  • Spring 21

The scope of this seminar is as broad as the idea of the voluntary society itself, with particular attention to the American version thereof. The central question is the extent to which, and how, a large number of people of varying ethnic, racial, religious, and cultural backgrounds, living together in a country, state or city, organized into representative governments, should - can - rely on voluntary action by willing citizens to fulfill both their own individual needs and the needs of the respective communities in which they live. To explore that question requires us to examine alternative allocations of responsibility for solving particular problems - voluntary, not-for-profit, for-profit, joint public/private, publicly encouraged/subsidized, and publicly coerced - along with examples, reasons, and theories for particular forms of organization. We will need to probe what it is that motivates donors and volunteers to give money and time, and to assess not only their effectiveness in solving problems but also the comparative praiseworthiness of their respective motives. Charitable and corporate foundations, as well as the tax-exempt organizations to which they and other donors contribute, are part of the inquiry, especially as to their goals, decision rules, governance, and public accountability. We will try to compare the experience of other countries with that of the U.S. in these regards, and we will continuously examine the framework of public policy that embodies public judgments about the desirability of allocating some part of the burden of social problem-solving to voluntary organizations alone or in partnership with public organizations, as well as the tax policies that are crafted to facilitate such problem-solving policies. Cross-listed with PPS280S.

586

Current Debates in Bankruptcy Law 2
  • JD SRWP, option
  • JD elective
  • IntlLLM/SJD/EXC elective
  • IntlLLM writing, option
  • IntlLLM Business Cert
  • Spring 21
  • Spring 20
  • Reflective Writing
  • Research paper option, 25+ pages
  • Class participation

Is bankruptcy broken? For some years, many academics and practitioners have argued that the nation's business and consumer bankruptcy systems are outdated or otherwise not fit for their intended purpose. The course will examine selected topics in bankruptcy law (but focusing most heavily on chapter 11 of the Bankruptcy Code). We will explore a selection of the most contentious current debates in bankruptcy law. Key reading materials will likely include recent major reports proposing reforms to bankruptcy law, as well as excerpts from the scholarship and recent Supreme Court cases. We will consider questions including: what is bankruptcy for? Is it simply a procedural remedy solely for enforcing whatever substantive rights parties might have outside bankruptcy, or an opportunity more fairly to redistribute assets (or losses) among stakeholders? Is bankruptcy special? Should be Bankruptcy Code be read like any other statute, or do we need special principles for bankruptcy law, and broad equitable powers for bankruptcy courts, to encourage businesses and consumers to reorganize? What protections should we give to consumers? Most consumer reorganizations are unsuccessful; should we respond by allowing bankruptcy more thoroughly to shield consumers from collection efforts, or do we prioritize creditors' efforts to get paid?

For each of the topics considered, the general structure of the course will be to: (1) familiarize you with the relevant features of bankruptcy law; (2) examine critiques of current law and consider proposals for reform. The objective of the seminar is to provide insight and into and allow for debate of bankruptcy theory and policy; in the process, we will consider the extent to which abstract theories of bankruptcy hold up in the real world, and the topics we cover will include issues of pressing interest to current bankruptcy practitioners.

Students will be required to participate in class discussions. Students may complete either a series of reflection papers examining the reading materials and topics discussed, or one  longer 25-30 page paper designed to satisfy the SRWP.

Due to substantive overlap in material for the coming semester, students may not concurrently enroll in Law 288: Consumer Bankruptcy & Debt and Law 586: Current Debates in Bankruptcy Law. However, if you've taken one of the courses in a previous semester and wish to take the other, that will be permitted.

590

Risk Regulation in the US, Europe and Beyond 2
  • JD SRWP
  • JD elective
  • LLM-ICL (JD) elective
  • IntlLLM/SJD/EXC elective
  • IntlLLM writing
  • IntlLLM Environ Cert
  • IntlLLM Business Cert
  • IntllLLM IP Cert
  • Fall 19
  • Fall 20
  • Fall 21
  • Research paper, 25+ pages
  • Class participation

Faced with myriad health, safety, environmental, security and financial risks, how should societies respond?  This course studies the regulation of a wide array of risks, such as disease, food, drugs, medical care, biotechnology, chemicals, automobiles, air travel, drinking water, air pollution, energy, climate change, finance, violence, terrorism, emerging technologies, and extreme catastrophic risks. (Students may propose to research other risks as well.)

Across these diverse contexts, the course focuses on how regulatory institutions deal with the challenges of risk assessment (technical expertise), risk perceptions (public concerns and values), priority-setting (which risks should be regulated most), risk management (including the debates over "precaution" versus benefit-cost analysis, and risk-risk tradeoffs such as countervailing harms and co-benefits), and ongoing evaluation and updating.  It examines the rules and institutions for risk regulation, including the roles of legislative, executive/administrative, and judicial functions; the challenge of fragmentation and integration; the roles of oversight bodies (such as judicial review by courts, and executive review by US OMB/OIRA and the EU RSB); and the potential for international regulatory cooperation.

The course examines these issues through a comparative approach to risk regulation in the United States, Europe, and beyond (especially those countries of interest to the students in the course each year).  It examines the divergence, convergence, and exchange of ideas across regulatory systems; the causes of these patterns; the consequences of regulatory choices; and how regulatory systems can learn to do better.

This is a research seminar, in which students discuss and debate in class (in person or online), while developing their own research.  We may also have some guest speakers.  Students' responsibilities in this course include active participation in class discussions, and writing a substantial research paper.  Students’ papers may take several approaches, such as analyzing a specific risk regulation; comparing regulation across countries; analyzing proposals to improve the regulatory system; or other related topics.

This course is Law 590, cross-listed as Environ 733.01 and PubPol 891.01.  Graduate and professional students from outside the Law School should enroll via those Environ and PubPol course numbers, and may contact the Nicholas School registrar, Erika Lovelace, e.love@duke.edu , or the Sanford School registrar, Anita Lyon, anita.lyon@duke.edu , with any questions about enrollment.  (The Law School does not use “permission numbers.”)

591

Development Finance 1
  • JD elective
  • LLM-ICL (JD) elective
  • IntlLLM/SJD/EXC elective
  • IntlLLM Environ Cert
  • IntlLLM Business Cert
  • Fall 18
  • Fall 19
  • Fall 20
  • Fall 21
  • Reflective Writing
  • Research and/or analytical paper(s), 10-15 pages
  • Class participation

The Course will provide an overview of development challenges in Low and Middle-Income Countries - exacerbated by the COVID-19 pandemic - and the shared global responsibility under the UN Agenda 2030 to reconcile economic, social, and ecological objectives. It will focus on the roles of and partnerships between actors of development finance, such as government agencies, multilateral development banks, foundations, NGOs, and impact investors; and it will familiarize students with development finance instruments, such as budget aid, grants, loans, and blended finance mechanisms. The Course will also address critical views on aid effectiveness as well as domestic and foreign policies in developed countries that are in conflict with development assistance.

Requirements for one credit:

- Two 3-page essays: the first to be submitted on or before October 13, 2021 (15% of final grade); the second to be submitted on or before October 26, 2021 (15% of final grade);

- One 10-page paper to be submitted on or before December 10, 2021 (40% of final grade);

- Active participation in class discussions (30% of final grade);

- There will be no final exam.

Requirements for a second credit (optional):

- Online presentation to professor of approx. 25 minutes

- Topic in the field of Development Finance proposed by student

- Time of presentation between November 1st and 26th, 2021 (date to be determined by student and professor)

- Written outline and bibliography of presentation to be submitted to professor no later than three days prior to presentation

- Grading: pass/fail

619

Readings: Commercial Law and Society in Historical Perspective 1
  • JD elective
  • IntlLLM/SJD/EXC elective
  • Spring 20

Fraud, mortgage crises, banking regulation, tax evasion – these are bywords of our time but, of course, such concepts and concerns have a long history. Many of the foundations of modern law regarding property and obligation were laid in English courts in the eighteenth and nineteenth centuries –a period of remarkable commercial expansion, imperial overreach, and stock market plunges. How did developments in legal procedure and doctrine shape the course of socio-economic change in the modern age? And what kinds of impacts did commercialization and colonization have on English law in an era of expanding empire?

Readings will explore such questions through study of the development of the Anglo-American law of contract, mortgage, bankruptcy and trust.  Readings will also include works on the history of colonialism, labor law, welfare, and slavery. In examining some exemplary cases and works of historical analysis, we will consider the different social, political, economic and cultural contexts within which seminal legal changes occurred.

Requirements include class participation and completion of short response papers. 1 credit (graded on a credit/no credit basis). No exam or final paper, however students may, if they wish, receive 2 credits upon successful completion of an additional 15-page paper. Variable Credit.

644

Bass Connections 1-3
  • Other

About Bass Connections

Bass Connections is a university-wide program that offers graduate and undergraduate students immersive research opportunities through more than 60 year-long project teams each year. On Bass Connections teams, graduate and professional students, postdocs, and undergraduates work together with faculty and outside experts to conduct cutting-edge research on important issues such as health inequality, environmental sustainability, human rights, educational opportunity, and medical ethics.

Teams generally work together for nine to 12 months. Participating students usually receive academic credit (see below for crediting options for Law students), although students in specialized roles may sometimes serve in a paid role.  

Team members blend their diverse skills and expertise, allowing students of all levels to learn and contribute. Their work results in policy recommendations, journal articles, new datasets to inform future research, health interventions, novel modes of delivering social services, prototypes, museum exhibits, future grants, and more.

Opportunities to Participate in 2021-2022

The primary application cycle for teams takes place each February for the coming academic year. However, select Bass Connections teams are still recruiting student participants for the coming academic year, including several teams which are specifically seeking Law students. The deadline to apply is June 9 at 5:00 pm. Students will be notified of selection by mid-July. Please keep reading to learn about crediting options for Law students and to review a list of teams seeking Law students. Visit the Bass Connections website for more information.

Crediting Options for Law Students

Law students who are interested in participating in Bass Connections have the following crediting options:

  • Teams led by a Duke Law Faculty Member: If a Duke Law faculty member leads a Bass Connections team (see list below), Law students are eligible to receive Law School credit (up to three credits per semester). Upon being accepted to join a team, students must apply for approval to receive Law School credit by documenting the law and policy work (research, drafting, etc.) they will be undertaking as part of the team and the amount of time they will spend on the project. Such students should contact Dean Lacoff or James Lambert.
  • Teams without Duke Law Faculty Members: Some Bass Connections team are grappling with legal matters but do not include a Duke Law faculty leader (see list below). While Law students are encouraged to participate on these teams, students would not be eligible for Law School credit. Such students could opt to use their non-Law credit, noting that each student is only permitted three such credits. Students may also petition the Law School’s Administrative Committee for permission to apply up to three additional credits. Such appeals must demonstrate the rigor of the project and the connection to legal matters. Students interested in participating in these projects should contact Dean Lacoff or James Lambert.
  • Other options: Some students participate on Bass Connections teams in a paid capacity, particularly if they are serving in a leadership/project management role on the team. Each team is structured differently. It is at the discretion of faculty team leaders whether they offer paid roles. Law students may not earn academic credit if they are paid for their work.

Some students also participate on Bass Connections teams in an extra-curricular capacity because they are passionate about the topics, see sufficient professional benefits to participation, and/or because the topic aligns with their own research/career interests.

In some circumstances, Duke Law students may also document leadership or other skill development through a Bass Connections team experience that may count toward the professional development graduation requirement. Please contact a career counselor if you are interested in pursuing this option.

2021-2022 Project Teams Eligible for Law School Credit

American Predatory Lending & the Global Financial Crisis

This project seeks to deepen the public’s understanding of the policy and market dynamics in the run-up to the financial crisis and explain the divergent responses among federal and state/local policymakers as well as the implications for preventing the next financial crisis. This team will synthesize information collected by prior teams (including oral interviews, policy analyses, and business analyses) into actionable policy recommendations.

Law School faculty leaders: Lee Reiners

Regenerative Grazing to Mitigate Climate Change

This project aims to facilitate a dramatic expansion in the adoption and success of regenerative grazing systems in North Carolina and the Southeast by creating a robust ecosystem of financing, policy and technical expertise, through collaboration with key community partners.

Law School faculty leaders: Michelle Nowlin & Daniel Lee Miller

2021-2022 Project Teams Not Eligible for Law School Credit

Law students are welcome to apply to any of the 17 teams that are currently recruiting new students, the following teams expressed an explicit interest in Law students.

Field Testing a Mercury Capture System for Artisanal Gold Mining

Mercury (Hg) is a pollutant that adversely affects human and environmental health around the world. Artisanal and small-scale gold mining is the world’s largest contributor of atmospheric mercury and one of the largest threats to forests and biodiversity in the Amazon. An international team, including Duke faculty, is designing a Mercury Capture System, which has been tested under laboratory conditions. The goal of this project is to design a trial to test the efficacy of this system in the field and its societal adoptability. The project team will identify technical requirements, economic drivers and policy needs for the system. 

Ocean Evidence Gap Map

We are living through an era of rapid social and environmental change, particularly for the world’s oceans. This rate of change is seemingly matched by the generation of information (and misinformation) regarding potential solutions to achieve sustainability changes across scales. Evidence synthesis is a powerful tool to draw insights from multiple sources to guide evidence-based decision-making and identify areas where more targeted research is needed, but current methods are inefficient.

This project will convene a network of synthesis experts and end-users to: 1) assess the efficiency, performance and usability of existing machine learning tools and approaches for evidence synthesis; 2) develop an integrated collection of efficient and accessible tools and approaches to support future evidence synthesis research; and 3) utilize the evidence pipeline to advance the marine conservation evidence base in collaboration with practitioners and policymakers.

Revaluing Care in the Global Economy

The world is facing a crisis of care. The number of people requiring care is growing. Most human care work is performed by women – overwhelmingly women of color – in either unpaid or severely underpaid positions. The essential benefits of this care work to society, meanwhile, are not counted at all. Likewise, other essential components of care – the vital contributions of nature, of the commons and of public institutions – are for the most part not counted. Addressing this crisis demands a fundamental transformation in how we ascribe value to care, as well as new tools and methods to measure that value. 

This project will address the crisis of care by developing a public-facing tool that recognizes, measures and values care in the economy. Findings will be used to build a broadly accessible resource hub for CARE (Community Access for Research and Education) with the purpose of informing and empowering policy making and further research on care. 

Understanding Variations in Hospital Costs in Support of Value-Based Care Decisions

Healthcare expenditure in the United States accounts for nearly one-fifth of the United States GDP, yet healthcare costs remain ambiguous and confusing to patients and clinicians alike. Hospitals and insurers rarely disclose the negotiated rates of reimbursement, creating informational asymmetry which may drive high prices. This lack of transparency in healthcare pricing makes it difficult for patients to make informed decisions when seeking high-value/low-cost care. To address this, the Centers for Medicare and Medicaid Services (CMS) recently introduced a regulation that requires hospitals to publicly post payment data.

In partnership with Yale University, this project team will collect, collate and analyze the newly available healthcare pricing data in order to understand price variation and examine the connection between quality and cost.  

Visualizing Systemic Housing Inequality

This project will use the tools of live performance and big data to visualize the debts and burdens of injustice and housing inequality. Team members will create and use models capable of real-time generation of individual injustice debt and burden based on data collected from a wide pool of sources. Using tools like racial profilers, facial recognition systems and biometric trackers, the team will map debt and burden data onto individuals so that creative live performance can be used to visualize the debt and burden of individuals and those around them. The team’s work will culminate in a live performance event and an interactive installation at the Rubenstein Arts Center. 

Benefits of Participation for Professional Students

Project teams offer professional students an exciting opportunity to apply coursework to a concrete problem, access professional development resources, expand academic and professional networks, and build career-enhancing skills to stand out on the job market. Professional students play a crucial role on Bass Connections teams, often serving as subject area experts, project managers or sub-group leaders, and mentors for undergraduates. In recognition of the important leadership role that professional students play on teams, Bridget Eklund JD’ 21 was awarded the 2021 Bass Connections Award for Outstanding Mentorship

Bass Connections teams offer professional students the opportunity to plan and implement complex projects, work in teams, mentor and lead others, and communicate across boundaries to find solutions to complex challenges – skills that are crucial for successful careers in almost any field.

Duke Law Participation and Testimonials

Past Law students have participated on a wide range of teams, including those working on issues related to ethics, the environment, privacy and security, intellectual property, labor, health, and education.

Among many research outcomes, these teams have:

  • collaborated with federal and state policymakers on Medicaid reform;
  • developed cybersecurity guidelines to protect individuals’ and families’ personal data;
  • examined incentive-based approaches to endangered species conservation on private lands;
  • explored how governments and professional associations set and enforce codes of ethics in competitive industries such as law, athletics and business;
  • produced documentary films on the environment and peacebuilding in post-conflict zones; and
  • written policy proposals to inform animal waste management practices in the United States.

Here’s what a few Duke Law alumni have had to say about their Bass Connections experience:

The best thing about my Bass Connections project was that, much like in the real world, the “problem” we sought to address had never been answered – it was not an assignment generated to test a skill set, but rather a totally open-ended question.
-
Anna Johns Hrom JD ’16, PhD ’18 (Law Clerk, U.S. Courts)
 

As a result of having worked with a multidisciplinary team, my writing changed and improved my goal of reaching wider audiences…Back in Brazil, my experience with Bass Connections is also informing how I am building and leading teams of researchers and policy analysts.
-Daniel Ribeiro, SJD ’18 (Prosecutor, Ministério Público of the State of Rio de Janeiro)
 

Through Bass Connections, I had the chance to meet with highly specialized practitioners that have been doing fascinating work on environmental peacebuilding. The [experience] also gave me an opportunity to step out of my usual activities…and do things I had little experience with, like drafting a script for a documentary or thinking about how certain images might help communicate the environmental impact of armed conflict in different regions of the world.
-Xiao Recio-Blanco, SJD ’15 (Director of the Ocean Program, Environmental Law Institute)
 

Bass Connections provided [our team] with an opportunity to work across disciplines to solve a complex and multifaceted problem and to develop a meaningful solution to that problem—one that has the potential to have tangible benefits in the real world. It is exactly the type of opportunity that I had been looking for when I decided to apply to Duke in the first place: to take my education beyond the classroom to make a difference in the wider world.
-Matthew Phillips JD ’20 (Founder, Phillips Admissions)

710

Derivatives: Financial Markets, Law and Policy 3
  • JD elective
  • IntlLLM/SJD/EXC elective
  • IntlLLM Business Cert
  • Spring 19
  • Spring 20
  • Spring 21
  • Fall 21
  • Final Exam
  • Class participation

Modern capital and financial markets rely on a wide variety of complex instruments, including Treasury securities, structured debt and equity instruments, and derivatives of various kinds.  Public awareness regarding these instruments has grown since the Financial Crisis of 2008 because they are thought to have played an important role in both the rapid growth of financial markets (“financialization”) and their destabilization.  Yet these instruments and the role they play in modern markets remain little understood.  A basic understanding of these instruments has now become important in modern financial law practice and any discussions on financial policy and regulation.

This course will review the workings of derivative instruments in the capital markets and how such instruments themselves are used.  The relationship between banking and capital markets, and between government and the private markets, will be explored, as will the most important legal and fiduciary responsibilities involved.  While not highly technical, the various principal types of government securities and derivatives will be examined. 

Warren Buffet once called derivatives “weapons of mass financial destruction.”  We will consider the numerous public policy issues relating to derivatives, their role in the Crisis of 2008 (and more recent financial distress such as the Eurozone crisis and the US debt ceiling controversy), the history of attempts to regulate these instruments, and the current regulatory structure.

Final grades are based on a final exam and in class participation.

713

Corporate Social Responsibility and Social Entrepreneurship 2-3
  • JD SRWP, option
  • JD elective
  • IntlLLM/SJD/EXC elective
  • IntlLLM writing, option
  • IntlLLM Business Cert
  • Spring 21
  • Fall 21
  • Final Exam
  • Research paper option, 25+ pages
  • Class participation

In recent years, there has been growing pressure on profit-seeking corporations to address social problems, such as inequality and climate change. This class will critically evaluate the law and policies underlying recent developments that have allowed or required firms to take on a more active role in social and environmental issues. The class covers a range of topics, including the economic structure of nonprofit firms, the debate on corporate purpose and the profit-maximization norm, the rise of ESG investing, the proliferation of new legal hybrid forms, recent developments in the law of managerial fiduciary duties, the role of microfinance and fair trade in promoting development, and tax and subsidy policies to encourage corporations to pursue social goals, including the recent Opportunity Zone program. The inquiry will focus primarily on what types of structures best align investors’ interest in profit-making with different social purposes. 

To be enrolled in the class, students must either take Business Association in the same semester, or have taken it in the past.  

Student enrolled in the three-credit option need to write a research paper (in satisfaction of the JD Substantial Research and Writing Requirement or the International LLM Substantial Research Paper Requirement) in addition to doing the take-home exam.  The additional credit will count towards the Independent Study Research Credit Limit (Rule 3-12).

The take-home exam will be comprised of questions relating to a real or imaginary business structure or transaction that involves social issues. The exam will be made available on December 6, and the deadline for submitting it will be December 19.

716

CyberSecurity, Privacy and Government Surveillance 3
  • JD elective
  • IntlLLM/SJD/EXC elective
  • IntlLLM writing, option
  • Spring 19
  • Spring 20
  • Fall 21
  • Reflective Writing
  • Research and/or analytical paper(s), 10-15 pages
  • Group project(s)
  • In-class exercise
  • Class participation

The acquisition, management, analysis, dissemination, and security of data are increasing important issues for individuals, commercial enterprises and governments.   New technologies create a more connected and personal digital society.  Every day, transactions engaged in by individuals generate ever expanding amounts of personal information, including credit card transaction information, purchasing histories, bank and other financial transaction information, location information, health information, real property ownership information, information relating to interactions with the criminal justice system, information shared on social media and other types of information.  Not only is the volume of personal information escalating rapidly; much of it is revealed in on line transactions, enabling it to be acquired for multiple uses, and much resides on servers and storage media where it can be accessible or potentially accessible to commercial enterprises and government agencies. New cybersecurity risks are demanding responses from governments as they address attacks on critical infrastructure, election interference and the potential for manipulation of the data used to train artificial intelligence tools.

In both the commercial sector and the government sector, the legal and policy issues associated with data, cybersecurity and surveillance are growing in importance.   Discussion of these issues in either sector cannot ignore the others, because the issues frequently intersect.  They also transcend national boundaries. For example, in President Obama’s proposals to revise government policy towards signals intelligence collection, he states that such policies implicate “the cooperation we receive from other nations on law enforcement, counterterrorism, and other issues; our commercial, economic, and financial interests, including a potential loss of international trust in U.S. firms and the decreased willingness of other nations to participate in international data sharing, privacy, and regulatory regimes …”[1]  This intersection of issues creates particular challenges for existing constitutional, legislative and international governance models.

In the government sector, increased risks such as nation state cyber threats now create new priorities to add to those efforts spurred by the terrorist attacks on September 11, 2001.  Combating and preventing terrorist and cybersecurity attacks relies heavily on the collection of information through electronic surveillance.  The tension between these efforts and individual privacy creates frictions that are forcing reconsideration of existing methods of mediating these interests.  This tension then creates challenges for long accepted ideas of nation state use of signals intelligence interception and other information gathering operations (such as the gathering of intelligence about potentially hostile governments).  Similar reconsideration is occurring in the commercial sector, where consumers’ desire for confidentiality in the data that relates to them can conflict with markets for information and commercial and entrepreneurial interests that wish to take advantage of such data to provide new goods and services that consumers value.  


[1] Presidential Policy Directive/PPD-28, p. 1 (January 17, 2014).

 

720

Advanced Copyright: Digital Technologies 2
  • JD SRWP
  • JD elective
  • IntlLLM/SJD/EXC elective
  • IntlLLM writing, option
  • IntllLLM IP Cert
  • Spring 20
  • Spring 19
  • Research paper, 25+ pages
  • Class participation

This advanced copyright course will explore the legal and policy issues arising from the application of copyright law in the digital, networked environment. We will examine how the Copyright Act and traditional copyright doctrines have been adapted and applied by courts in an environment of rapid technological change, and what this means both for creators and users of creative works. The course will give particular attention to the scope and application of the author's various exclusive rights in a digital environment, doctrines of direct infringement and secondary liability as applied to Internet-based businesses and technologies, and questions relating to fair use, first sale, statutory licenses, and other defenses to infringement. We will explore in detail the Digital Millennium Copyright Act, including both the legal framework for the protection of technological protection measures and the safe harbor provisions protecting Internet Service Providers. Exploration of these and other issues will include detailed discussion of current legislative and related policy issues, major recent and ongoing litigation in the areas of Internet file sharing, cloud computing, and online video distribution, and new and emerging issues in the music, movie and interactive gaming sectors. This advanced course assumes a basic understanding of U.S. copyright law.

Enrollment Pre- or Corequisite

Intellectual Property or Copyright Law or Music's Copyright: A Historical, Incentives-Based, and Aesthetic Analysis of the Law of Music

722

International Business Law 3
  • JD elective
  • LLM-ICL (JD) elective
  • IntlLLM/SJD/EXC elective
  • IntlLLM Business Cert
  • Fall 18
  • Fall 19
  • Fall 20
  • Fall 21
  • Final Exam

The goal of this course is to provide students with a broad overview of how international rules shape global commerce. It will serve as a foundation in international law for students who never plan to take another international law course but also serve as a roadmap of the possibilities for international law study (and careers) for students who want to do more with international law. The course begins with private, cross-border contracting, then moves on to public international law agreements as well. We start with conflict of law rules as well as international treaties designed to coordinate contract law (CISG). From there we dive into the world of private international arbitration, including questions of when state should not permit international arbitration. The course will also covers torts claims, particularly under the Alien Torts Claims Act. We will examine the Bhopal litigation before moving on to some of the cases that have been brought against major oil companies by citizens of developing countries. At that point, the course pivots towards more public law issues that govern international transactions. We look at the Foreign Corrupt Practices Act as well as the OCED Anti-bribery Convention. Finally, we turn to the major treaty regimes on economic subjects, including multilateral trade agreements and the network of bilateral investment treaties.

GRADING: Grades are based on an exam.

738

Financial Law and Regulation: Practitioner's Perspective 2
  • JD elective
  • IntlLLM/SJD/EXC elective
  • IntlLLM Business Cert
  • Spring 19
  • Spring 20
  • Reflective Writing
  • Class participation

Every aspect of financial law and regulation depends heavily on its daily practice.  The environment changes all the time, and the scope of regulatory discretion, at every level of government (state, federal and international) is so large that successful practitioners must understand the current trends in regulatory thinking and practice.  This course will allow students to dive deep into a different aspect of modern financial regulation every week by bringing in prominent alumni practitioners who are experts in specific areas of the field.

The course will be structured as follows:

  1. Six 4 hour components, focusing on specific aspects of financial practice according to the expertise of the teacher. Lee Reiners will hold an opening 2 hour class session.
  2. Taught by a series of expert practitioners, who will spend two days at the school. Classes will be held on Thursday and Friday.
  3. The course is a seminar based on a compilation of readings provided during the course.
  4. Students will be graded based upon class participation and six, 1,500-word, writing assignments pertaining to each of the six topics discussed by our guest lecturers.

Likely topics to be covered include:

  • Derivatives regulation
  • High frequency trading
  • FDIC resolution and the insurance fund
  • Volcker Rule and Regulation W
  • Bank capital requirements

 

Class will run from Feb 15th to April 5th and will consist of 13 class sessions that are 2 hours long. Seven class sessions will be on a Friday morning from 9-11am and 6 class sessions will be on Thursday afternoon from 4:00pm to 6:00pm.

754

IP Transactions 2
  • JD elective
  • LLM-LE (JD) elective
  • IntlLLM/SJD/EXC elective
  • IntlLLM Business Cert
  • IntllLLM IP Cert
  • Spring 19
  • Spring 20
  • Spring 21
  • Spring 22
  • Final Exam
  • Class participation

Patents, trademarks, copyrights, and trade secrets are the currency of an innovation economy. Each of these forms of intellectual property may be bought and sold, licensed, or used as security. How each is used will depend on the business context; the needs of a start-up company being far different from those of a multinational corporation. This course will focus on intellectual property transactions in various business contexts, including: maximizing value and assessing risks; using intellectual property in financing start-ups; protecting trade secrets; employment issues related to intellectual property; intellectual property licensing; and intellectual property in mergers, acquisitions and bankruptcy.

760

Practitioner's Guide to Employment Law 1
  • JD elective
  • JD experiential
  • IntlLLM/SJD/EXC elective
  • PIPS elective
  • Spring 19
  • Spring 20
  • Spring 21
  • Fall 21
  • Reflective Writing
  • Practical exercises
  • Class participation

This a practitioner’s skills course. 

It is designed to introduce students to practitioner skills against a backdrop of some of the main employment law issues that arise on a frequent basis in the American workplace.

Using a variety of approaches to instruction including mock exercises, outside speakers, writing exercises (such as drafting communications to government agencies or corporate clients), and drawing from current developments in the law, the student will become familiar with basic concepts underlying employment law and, equally importantly, the practice skills involved in delivering legal advice and counsel about the issues presented.

While the focus will be on representing an employer, students will explore issues from the perspective of the employee and compliance enforcers.  Through this course, students will attain practical familiarity with providing legal advice which can be applied in any business context. 

773

Research Methods in Business Law 2
  • JD elective
  • JD experiential
  • IntlLLM/SJD/EXC elective
  • IntlLLM Business Cert
  • Spring 21
  • Spring 19
  • Spring 20
  • Final Exam
  • Practical exercises
  • In-class exercise
  • Class participation

This advanced legal research seminar will introduce students to specific sources and strategies for researching a variety of business law topics, such as corporations, securities, and commercial bankruptcy. We will cover key primary and secondary sources for business law research: state and federal cases, statutes, regulations, and other administrative materials; subject-specific secondary sources; company disclosure documents; and sources for factual company and industry research, among others. The course will emphasize research processes, strategies, and evaluation of sources in a changing information environment. Students will develop their research skills through a variety of hands-on exercises simulating research assignments in practice. Grades will be based on review questions, research exercises, class participation, and a take-home final exam.

775

Corporate Ethics 1
  • JD elective
  • IntlLLM/SJD/EXC elective
  • IntlLLM Business Cert
  • Fall 18
  • Fall 19
  • Fall 20
  • Fall 21
  • In-class exercise
  • Class participation

This course is a one-credit seminar taught in two-hour blocks that focuses on the important role played by the corporate ethics office and its relationship with senior management and the board of directors of a corporation to ensure an ethical corporate culture. As we have learned through a series of corporate scandals starting with Enron and continuing through the events that contributed to the financial crisis of 2008, a review of today’s headlines would suggest that work remains to be done in many organizations to maintain an ethical corporate culture. This course will explore some of the critical factors behind the corporate scandals of the past, changes in the regulatory environment that address various aspects of those scandals, and the structure and scope of responsibility of today’s corporate ethics office as necessary to address these challenges. The course is designed to be highly interactive, and a number of in-class exercises will be assigned to assist students in becoming familiar with some of the dynamics faced by the corporate ethics office. The course will not have an exam.

777

Deal Skills for the Transactional Lawyer 3
  • JD elective
  • JD experiential
  • LLM-LE (JD) elective
  • IntlLLM/SJD/EXC elective
  • IntlLLM Business Cert
  • Spring 19
  • Spring 20
  • Spring 21

This course is designed to prepare students for transactional law practice by introducing them to the process of structuring, negotiating, documenting and closing a corporate acquisition transaction.

The course is highly interactive.  Students will be assigned to “firms” that represent the parties to a hypothetical M&A transaction.  During the term, you will advise your client regarding deal structure, prepare due diligence requests and a due diligence report, draft an acquisition agreement, and negotiate the terms of the deal with counsel for the other party.  The negotiation exercises will take place “live” in class and will be videotaped.  The professor will provide written feedback on drafting assignments and negotiations to help students refine their deal-making skills.

Topics covered will include:

  • Common transaction structures and the factors that affect choice of deal structure
  • Strategic and tactical approaches to negotiating an M&A transaction
  • Conducting a due diligence review
  • How to review contracts and other due diligence documents
  • Effective drafting techniques for the transactional lawyer
  • Understanding the “business deal” and translating it into contract language
  • The role of representations & warranties, covenants, conditions precedent and  other provisions found in the typical acquisition agreement
  • Preparing for and conducting a closing

778

Law & Entrepreneurship 2
  • LLM-LE (JD) required
  • Fall 18
  • Fall 19
  • Fall 20
  • Fall 21

This perspectives course serves as an anchor for the E-LLM program. In addition to giving students a theoretical framework through which to understand the relationship of entrepreneurship and law, the course will feature regular opportunities to learn directly from entrepreneurs and entrepreneurial lawyers.

779

Well-Being and the Practice of Law 1
  • JD elective
  • IntlLLM/SJD/EXC elective
  • Spring 19
  • Spring 20
  • Spring 21
  • Spring 22

Optimistic, happy people outperform their counterparts on almost every measure of job success with the notable exception of one group: lawyers. Psychological research suggests that on the whole pessimists perform better in both law school and private practice. Since research also shows that pessimism can be a predictor of depression and/or lower levels of life satisfaction, this raises a question among academics who study well-being: what do we do about the lawyers? Or is the research insufficient to make such sweeping claims?

This class will examine why the "pursuit of happiness," a phrase written by a lawyer, has proved futile for many members of the legal profession and those aspiring to its ranks.There is considerable data (that predates the current economic crisis) indicating that lawyers and law students suffer from greater rates of depression and anxiety than other professions, along with accompanying social maladies such as substance abuse. There is also considerable evidence of high career dissatisfaction among lawyers, and many others are leaving the profession or performing well below their capability. This seems unfathomable given the high levels of education, affluence, and respect lawyers enjoy (or will enjoy), factors which predict happiness and job satisfaction in other areas of life.
This class will present the research to date on lawyers and happiness. We will examine the scientific data and academic literature on lawyer maladies, while examining holes in the collective wisdom and why the majority of lawyers are quite content. While acknowledging the very real problems of the profession, we will address the question many lawyers and law professors legitimately ask – so what: who said lawyers are supposed to be happy? We will then review simple actions law schools, bar associations, law firms, and individuals can take to improve the collective health of the profession, as well as the productivity and engagement of its individual practitioners. In the course of so doing, will learn the basic well-being measurement tools and practice interventions shown to increase individual happiness. This is a serious course grounded in the latest science; while there will be fairly intensive reading and writing requirements, they will be within the bounds of a one-credit hour course, and should add to the overall well-being of each student.

Course Credits

Semester

JD Course of Study

JD/LLM in International & Comparative Law

JD/LLM in Law & Entrepreneurship

International LLM - 1 year

Certificate in Public interest and Public Service Law

Areas of Study & Practice