Course Browser

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

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

 

Credits
Semester
JD Course of Study
JD/LLM in International & Comparative Law
JD/LLM in Law & Entrepreneurship
International LLM - 1 year
LLM in Law & Entrepreneurship - 1 year
Certificate in Public interest and Public Service Law
 
Clear all filters103 courses found.
Course Number Course Title Course Credits Degree Requirements Semesters Taught Methods of Evaluation

130

Contracts 4.5
  • JD - first-year curriculum
  • International LLM - New York Bar Exam
  • International LLM/Exchange/SJD - general credits
  1. Fall 16
  2. Spring 17
  3. Fall 17
  4. Fall 18
  5. Spring 19
  • 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 - Substantial Research and Writing Project requirement (SRWP), option
  • JD - general credits
  • International LLM/Exchange/SJD - general credits
  • International LLM, Intellectual Property Certificate
  1. Spring 17
  2. Spring 18
  3. Spring 19
  • Final Exam, option
  • Final research paper (25+ pages in length), option
  • 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 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).

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.

203

Business Strategy for Lawyers 3
  • JD - general credits
  • JD-LLM-LE - required courses
  • LLM-LE (1 year program) - required courses
  • International LLM/Exchange/SJD - general credits
  • International LLM, Business Law Certificate
  • International LLM, Intellectual Property Certificate
  1. Fall 16
  2. Fall 17
  3. Fall 18
  • Final Exam
  • Midterm
  • Group project
  • Class participation

This course presents the fundamentals of business strategy to a legal audience. The class sessions include traditional lectures and business-school case discussions. The lecture topics and analytical frameworks are drawn from MBA curriculums at leading business schools. The cases are selected for both their business strategy content and their legal interest.

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 their relevance to competition, and for assessing potential changes in the scope of the firm (diversification and vertical integration). Basic mastery of these tools has relevance to everyone seeking a career in business or those advising business managers or executives.

Students taking this course should have completed a course (or its equivalent) in introduction to microeconomics as an undergraduate and be comfortable with use of graphs.

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 enrolled in the JD-MBA program may not take this course. THIS IS A FAST TRACK COURSE.

205

Antitrust 3
  • JD - general credits
  • International LLM/Exchange/SJD - general credits
  • International LLM, Business Law Certificate
  • International LLM, Intellectual Property Certificate
  1. Spring 17
  2. Fall 17
  3. Fall 18
  • 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 - general credits
  • LLM-ICL - general credits
  • International LLM/Exchange/SJD - general credits
  1. Spring 18
  • 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 - general credits
  • LLM-LE (1 year) - general credits
  • International LLM/Exchange/SJD - general credits
  • International LLM, Business Law Certificate
  1. Spring 17
  2. Spring 18
  3. Spring 19
  • 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 - general credits
  • JD-LLM-LE - required courses
  • International LLM - New York Bar Exam
  • International LLM, Business Law Certificate
  1. Fall 16
  2. Spring 17
  3. Fall 17
  4. Spring 18
  5. Fall 18
  6. Spring 19
  • 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 - general credits
  • JD-LLM-LE - general credits
  • LLM-LE (1 year) - general credits
  • International LLM/Exchange/SJD - general credits
  • International LLM, Business Law Certificate
  1. Spring 17
  2. Spring 19
  • 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.

238

Ethics and the Law of Lawyering 2
  • JD - general credits
  • JD - ethics
  • International LLM - New York Bar Exam
  1. Fall 16
  2. Spring 17
  3. Fall 17
  4. Spring 18
  5. Fall 18
  6. Spring 19
  • Final Exam
  • 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, statutory rules, and administrative regulations.

 

244

The Business and Economics of Law Firms 1
  • JD - general credits
  • International LLM - New York Bar Exam
  • International LLM/Exchange/SJD - general credits
  • International LLM, Business Law Certificate
  1. Fall 16
  2. Fall 17
  3. Fall 18
  • Reflection Papers
  • Group project
  • 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 Fellows Bruce Elvin and George Krouse '70 will lead, teach and organize the seminar, with senior law and business leaders from the United States and abroad serving as guest lecturers many weeks.

255

Federal Income Taxation 4
  • JD - general credits
  • JD-LLM-LE - general credits
  • LLM-LE (1 year) - general credits
  • International LLM/Exchange/SJD - general credits
  • International LLM, Business Law Certificate
  1. Fall 16
  2. Spring 17
  3. Fall 17
  4. Spring 18
  5. Fall 18
  6. Spring 19
  • 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.

260

Financial Accounting 3
  • JD - general credits
  • LLM-LE (1 year) - general credits
  • International LLM/Exchange/SJD - general credits
  • International LLM, Business Law Certificate
  1. Fall 16
  2. Fall 17
  3. Fall 18
  • 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 - general credits
  • JD-LLM-LE - general credits
  • LLM-LE (1 year) - general credits
  • International LLM - New York Bar Exam
  • International LLM/Exchange/SJD - general credits
  • International LLM, Business Law Certificate
  1. Fall 16
  2. Fall 17
  3. Fall 18
  • Final Exam

This is an introduction to the principles and concepts of commercial law and bankruptcy and their interplay. The course will start with a brief overview of the more innovative aspects of sales law, and then will introduce such basic commercial law concepts as letters of credit, documents of title, and negotiable instruments.

The course then will focus on secured transactions under Article 9 of the Uniform Commercial Code, including the concepts of security interests, collateral, perfection and priority, and foreclosure. That will bring in the natural interplay with such bankruptcy law concepts as property of a bankrupt debtor's estate, automatic stay of a foreclosure action, use by a debtor of property subject to a security interest, adequate protection of the secured party's interest, rejection of executory contracts, bankruptcy trustee's avoiding powers, preferences, fraudulent conveyances, postpetition effect of a security interest, set-offs, and subordination. The course also introduces principles of international insolvency and 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. 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 - Substantial Research and Writing Project requirement (SRWP), option
  • JD - general credits
  • LLM-LE (1 year) - general credits
  • International LLM/Exchange/SJD - general credits
  • International LLM, Business Law Certificate
  1. Spring 17
  2. Fall 17
  3. Spring 19
  • Reflection Papers
  • Final research paper (25+ pages in length), option
  • Final paper (10+ pages in length)
  • 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. Sarah Bloom Raskin,  formerly a member of the Board of Governors of the Federal Reserve System and former United States Deputy Secretary of the Treasury, will be a guest instructor for several class sessions.

289

Business Essentials 2
  • JD - general credits
  • LLM-LE (1 year) - general credits
  • International LLM/Exchange/SJD - general credits
    • Final Exam

    The course is intended to introduce law students to essential principles of accounting, financial statement analysis, finance, business valuation, the economics of the firm, financial instruments, capital markets, and corporate transactions.

    This course is not open to students who majored in business, have a business background, are JD/MBA candidates, or who have taken Financial Information (LAW 260). Students who take Business Essentials will be precluded from taking Financial Information (LAW 260) in the future.

    304

    Big Bank Regulation 4
    • JD - general credits
    • LLM-LE (1 year) - general credits
    • International LLM/Exchange/SJD - general credits
    • International LLM, Business Law Certificate
    1. Fall 16
    2. Fall 17
    3. Fall 18
    • Final Exam

    Banking has evolved rapidly in just a few years. Global trade and investment has 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, and in 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. 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” and “Basel III” framework has been emerging.  This framework has fundamentally changed the way in which such financial institutions are regulated.  After nearly a decade of reform, however, the framework remains fundamentally controversial, at least in the United States, and executive and congressional efforts to reverse the Dodd-Frank and Basel models are currently on the main national political agenda. 

    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 - general credits
    • International LLM/Exchange/SJD - general credits
    • International LLM, Business Law Certificate
    1. Fall 16
    2. Fall 17
    3. Spring 18
    • 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 involved in potential criminal violations (and certain civil analogues); 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, this is not that kind of 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 course pack and occasional handouts. Assigned reading averages about 80 pages per week. The grade will be based primarily on a take home exam, with some weight given to class participation. Use of laptops, smartphones, tablets, and the like will be prohibited during class meetings.

    310

    International Dispute Resolution 2
    • JD - general credits
    • LLM-ICL - general credits
    • International LLM/Exchange/SJD - general credits
    • International LLM, Business Law Certificate
      • Final Exam
      • Practical exercises
      • Class participation

      Today’s leading dispute-resolution lawyers of the United States, and every nationality, must be equipped for the international practice of law.  Their clients increasingly include multinational corporations and foreign governments who carry out commercial transactions, invest in public infrastructure, and exploit natural resources often in collaboration with other corporations and governments of diverse nationalities around the globe.  Clients may also include citizens and community groups affected by such projects.  Given the sometimes conflicting interests of the various stakeholders, some of these undertakings evolve into complex disputes that cross not only geographic borders, but also cultural, linguistic, political, and jurisdictional boundaries.  Fortunately, the contracts and treaties which govern these projects, and which have proliferated exponentially in recent decades, provide for the resolution of disputes through international institutions, such as the International Court of Justice (ICJ), the International Centre for Settlement of Investment Disputes (ICSID), and the Court of Arbitration of the International Chamber of Commerce (ICC).  Rights and remedies of private parties may be available, either alternatively or additionally, through national courts, local arbitration forums, and diplomatic protection.  And mediation of international disputes is on the rise, under existing institutional rules or through ad hoc proceedings such as before the Permanent Court of Arbitration (PCA).  As you prepare yourself to represent global clients, you must be equipped to navigate the available forums and the applicable legal regimes to advance their interests.

      This course will take students through an evolving, hypothetical international dispute, to empower students with practical knowledge, skills, and strategy.  Each module of the course will require students to explore a different dispute resolution forum and address a different facet of the dispute governed by a different source of law (including treaties; contracts and concessions; and local, foreign, and customary international law).  Students will be required to read selected excerpts from leading cases and treatises and to engage in substantive discussion and debate in class.  Students will also be required to complete practicum exercises to develop transferable skills for all forms of international arbitration and litigation.  All hypothetical scenarios, materials, and assignments will be based on real cases from the professor’s experience, to ensure that students gain practical knowledge and skills for their own international practice of law.

      318

      European Union Commercial Law 3
      • JD - general credits
      • International LLM/Exchange/SJD - general credits
      The course offers an introduction to EU commercial law: consumer contract law, employment contract law and company law.

      The first part of the course covers foundations of EU law including in particular the funda-mental freedoms and fundamental rights; legislative instruments and legislative competences of the EU in the area of private law. Conflicts of law-rules are of obvious practical importance in the EU; they also provide the framework for regulatory competition between the national laws of the Member States.

      The second part of the course discusses the harmonization of private law in the EU with a focus on contracts. Both primary law and a host of directives prohibit discrimination in private law relations, in particular with regard to employment contracts but also with regard to con-tracts more generally. Secondly, a number of directives provide for consumer rights, namely pre-contractual information, rights of withdrawal and the control of unfair terms. Finally, direc-tives have also harmonized the substantive contract laws of the Member States; we look at the consumer sales directive and the transfer of business directive as examples. The third part of the course is dedicated to specific aspects of regulatory competition in the EU. The EU Commission has recently published a proposal for a Common European Sales Law (CESL) – a supra-national sales regime that would effectively constitute an optional code. In company law, the European Company (Societas Europaea) constitutes an optional company form. Among others, it can be used as an instrument for legal arbitrage in regard of employee involvement rights.

      The example of commercial law in this broad sense provides an opportunity to discuss foun-dations of EU law (such as the concept of the internal market, the fundamental freedoms and legislative competences of the Union) as well as issues of regulation in private law in gen-eral. It gives students a basic understanding of the general features of EU law and its interac-tion with the national laws of the Member States and provides insight into central elements of regulatory private law.

      The course complements courses in contracts, comparative law, consumer protection, and EU law.

      319

      Analytical Methods 2
      • JD - general credits
      • JD-LLM-LE - required courses
      • LLM-LE (1 year) - general credits
      • International LLM/Exchange/SJD - general credits
      • International LLM, Business Law Certificate
      1. Fall 16
      2. Fall 17
      3. Fall 18
      4. Spring 19
      • 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. In these and many other situations, lawyers tend to learn on the job, and even then the pressures of the moment often means that they learn just enough to move on to the next problem. This course is designed to help all lawyers develop a more systematic way of thinking about their work. 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. While there is no prerequisite for this course, students should be comfortable with numbers and graphs. A high school level of mathematics is required and students should be ready to use algebra, fractions, exponents, and the like. There will be no calculus.

      The areas of focus include:

      1. Accounting. This section, covering basic accounting, is essential to understanding your clients, evaluating deals, and running a law firm.
      2. Finance. Beginning with the foundations of financial theory, this part of the course will cover key concepts in corporate finance and asset valuation.
      3. Microeconomics. In order to resolve disputes, facilitate commerce, and better cross-examine witnesses in complex litigation, a good understanding of the basics of microeconomics is important. This part of the course will cover these ideas.
      4. Statistical Analysis. Statistics play an important role for lawyers in many ways. They drive many governmental regulations; they help determine damages in cases; they help triers of fact determine the likelihood of an event. In this part of the course, we will examine how lawyers can use statistics in a variety of situations.

      The course grade will be made up of class participation, (roughly) weekly problem sets, case analyses, and a final examination.

      321

      The Law and Policy of Innovation: the Life Sciences 3
      • JD - Substantial Research and Writing Project requirement (SRWP)
      • JD - general credits
      • JD-LLM-LE - general credits
      • LLM-LE (1 year) - general credits
      • International LLM/Exchange/SJD - general credits
      • International LLM, Intellectual Property Certificate
      1. Spring 17
      2. Spring 18
      3. Spring 19
      • Reflection Papers
      • Final research paper (25+ pages in length)
      • 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 - general credits
      • LLM-LE (1 year) - general credits
      • International LLM/Exchange/SJD - general credits
      • International LLM, Intellectual Property Certificate
      1. Fall 16
      2. Spring 18
      3. Spring 19
      • 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 - general credits
      • LLM-LE (1 year) - general credits
      • International LLM/Exchange/SJD - general credits
      • International LLM, Business Law Certificate
      1. Spring 17
      2. Spring 19
      • 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 - general credits
      • JD - experiential learning
      • LLM-LE (1 year) - general credits
      • International LLM/Exchange/SJD - general credits
      • International LLM, Business Law Certificate
      1. Fall 16
      2. Spring 17
      3. Spring 18
      4. Spring 19
      • Group project
      • Practical exercises
      • Class participation

      This 3 credit course is designed to expose law and business students to the methods and theories that underlie corporate restructuring transactions. The course emphasizes the business strategies and valuation techniques that drive corporate transactions, while also illustrating the role of the law in such transactions. The coursework is practical, with each law student working with a group of MBA students to complete case-oriented assignments. Ideally, the law students learn from the business students and vice versa. In most years, student evaluation is based on these collaborative written assignments and class participation, and no final exam is required. (Check with the instructor for assignment details in any given year).

      The course begins with an overview of the structure of the large-scale, public corporation, the conflicts of interest that exist between managers and stockholders, and the market forces and regulations designed to resolve such conflicts. Analytical techniques for valuing particular transactions will be discussed. Specific types of transactions will be examined, including, but not limited to mergers, acquisitions, tender offers, LBOs, divestitures, liquidations and reorganizations. In most cases, both financial and legal implications will be explored. Guest speakers help enhance the practical, real world perspective of the class.

      Business Associations is required for all law students. Other corporate law courses such as Securities Regulation and Law of Corporate Finance can be helpful but not required. Some prior exposure to the principles of finance is strongly recommended. Please note that this course meets on the Fuqua half-semester schedule, which begins in mid March and ends in late April.
       

      325

      Corporate Finance 3
      • JD - general credits
      • JD-LLM-LE - general credits
      • LLM-LE (1 year) - general credits
      • International LLM/Exchange/SJD - general credits
      • International LLM, Business Law Certificate
      1. Spring 17
      2. Spring 18
      3. Spring 19
      • Final Exam
      • Practical exercises

      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 without an appreciation of the basics of corporate finance are at a distinct disadvantage. This course will also provide important tools for litigators to work with financial expert witnesses and calculate damages. Even students who do not plan to venture into the corporate world will benefit from this course. The financial principles covered are essential for lawyers intending to do estate or tax planning, litigate divorces, or draft the compensation agreements for business entities of all types.
      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; basic financial accounting; derivatives; and the application of these principles to legal practice.

      326

      Corporate Taxation 3
      • JD - general credits
      • JD-LLM-LE - general credits
      • LLM-LE (1 year) - general credits
      • International LLM/Exchange/SJD - general credits
      • International LLM, Business Law Certificate
      1. Spring 17
      2. Spring 18
      3. Spring 19
      • 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.

      328

      International Debt Finance (and Sovereign Debt Crises) 2
      • JD - general credits
      • LLM-ICL - general credits
      • International LLM/Exchange/SJD - general credits
      • International LLM, Business Law Certificate
      1. Spring 17
      2. Spring 18
      3. Spring 19

      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.

      335

      Private Equity and Hedge Funds 3
      • JD - general credits
      • LLM-LE (1 year) - general credits
      • International LLM/Exchange/SJD - general credits
      • International LLM, Business Law Certificate
      1. Spring 17
      2. Spring 18
      3. Spring 19
      • Final Exam
      • Practical exercises

      Course Description:  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, particularly since the global financial crisis.  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.

      Grading:  Grades will be based solely on a closed-book final examination.

      Prerequisites:  Students must have completed or be concurrently enrolled in Business Associations or a similar 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.

       

      336

      Mergers & Acquisitions: A Practitioner's Perspective 2
      • JD - general credits
      • JD-LLM-LE - general credits
      • LLM-LE (1 year) - general credits
      • International LLM/Exchange/SJD - general credits
      • International LLM, Business Law Certificate
      1. Spring 17
      2. Spring 18
      3. Spring 19
      • 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; acquisition financing; and getting the transaction to closing.

      340

      Estate and Gift Taxation 3
      • JD - general credits
      • International LLM/Exchange/SJD - general credits

      A study of the rules governing federal taxation of gratuitous wealth transfers. Working with both statutes and cases to develop an understanding of the Estate and Gift Taxes, we will consider not only the mechanics of these two taxes (and the intertwined Generation Skipping Tax), but also their basic policies, history, and selected concepts concerning estate planning implications of transfer tax. There is no prerequisite.

      346

      Intellectual Capital and Competitive Strategy 3
      • JD - general credits
      • JD-LLM-LE - general credits
      • LLM-LE (1 year) - general credits
      • International LLM/Exchange/SJD - general credits
      • International LLM, Intellectual Property Certificate
      • International LLM, Business Law Certificate
      1. Spring 17
      2. Spring 18

      In the majority of industries—and especially in R&D intensive industries like computers, semiconductors, software and biotech—competitive advantage relies critically upon a firm's management of the knowledge and know-how underpinning its product and process innovation. This course will consider how firms should manage and protect this intellectual capital. We will examine the management of intellectual capital from the vantage point of different types of firms—from start-ups to large incumbents—operating in different market environments. We will consider how firms should protect their intellectual capital, using not only patents, but lead time advantages, complementary marketing and manufacturing capabilities and secrecy, and extract value from their intellectual capital through commercialization and licensing. We will also consider when firms should share their intellectual capital with other firms—even rivals, and how firms should go about acquiring the intellectual capital of others. Building upon the research literatures of economics, organizational behavior, management, and the law, the course will have particular focus on technology intensive industries such as pharmaceuticals, biotechnology, computers, semiconductors, software and telecommunications.


      Strategy 339

      347

      Health Care Law and Policy 3
      • JD - general credits
      • International LLM/Exchange/SJD - general credits
      • Public Interest Certificate: General Elective
      1. Fall 16
      2. Fall 17
      3. Spring 19

      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.

      348

      East Asian Law: Business & Finance Focus 2
      • JD - general credits
      • LLM-ICL - general credits
      • International LLM/Exchange/SJD - general credits
      • International LLM, Business Law Certificate
      1. Spring 18
      • Reflection Papers
      • Final paper (10+ pages in length)
      • Class participation

      This is a reading seminar, which will cover the East Asian law relating to the economic development, business practices, and financial regulation, exclusively focusing on Japan, Korea, and China. The legal system and economic development of these three countries have several features in common, if compared to the Western legal tradition, but the different history, culture, and politics of each country made its legal system distinctive to each other. This course aims to examine both these commonalities and distinctions, and thereby enhance our understanding of these three countries today. We will only cover the laws and practices relating to the corporate business and financial regulation, most of which have been inherited from the West. Such legal system has very little to do with the East Asian legal tradition. In most cases, it was previously based on the European Civil Law system, and recently more and more influenced by the Anglo-American laws and regulations. In this regard, the notions that have been often employed to explain the East Asian distinctions, such as Asian value, Confucianism, and traditional culture, will be rarely used or emphasized in this class. Rather, this course intends to examine how these three countries have struggled to incorporate the Western legal system—with or without its underlying assumptions and background social environments—into their society in a surprisingly limited time. To be sure, such transplant has not always been successful, and we can learn several lessons both from success and failure.

       

      357

      WTO Dispute Resolution 1
      • JD - general credits
      • LLM-ICL - general credits
      • International LLM/Exchange/SJD - general credits

        This one credit course will explore the development and practices of the of the World Trade Organization's dispute settlement system. The WTO is unique among large international organizations in that it has a formal judicial body with compulsory jurisdiction over all WTO members. This class will examine the creation of this system, rules regarding jurisdiction and standing, and procedures for initial reports and appeals. In addition, the course will discuss compliance proceedings and the WTO's remedy regime. Class time will consist of a mix of lecture, guest speakers, and a simulation of WTO judicial proceedings.

        358

        Structuring Venture Capital and Private Equity Transactions 3
        • JD - general credits
        • JD-LLM-LE - general credits
        • LLM-LE (1 year) - general credits
        • International LLM/Exchange/SJD - general credits
        • International LLM, Business Law Certificate
        1. Fall 16
        2. Fall 17
        3. Fall 18

        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 - general credits
        • LLM-ICL - general credits
        • International LLM/Exchange/SJD - general credits
        • International LLM, Business Law Certificate
        1. Spring 17
        2. Spring 18
        3. Spring 19
        • 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 - general credits
        • LLM-ICL - general credits
        • International LLM/Exchange/SJD - general credits
        • International LLM, Environmental Law Certificate
        • International LLM, Business Law Certificate
        1. Spring 17
        2. Spring 18
        3. Spring 19
        • 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 - general credits
        • JD-LLM-LE - general credits
        • LLM-LE (1 year) - general credits
        • International LLM/Exchange/SJD - general credits
        • International LLM, Business Law Certificate
        1. Spring 17
        2. Spring 18
        3. Spring 19
        • Final Exam

        The course will cover the tax consequences of organizing, operating, and liquidating entities including related issues taxed as partnerships.

        384

        Securities Regulation 4
        • JD - general credits
        • JD-LLM-LE - required courses
        • LLM-LE (1 year) - general credits
        • International LLM/Exchange/SJD - general credits
        • International LLM, Business Law Certificate
        1. Spring 17
        2. Spring 18
        3. Spring 19
        • 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 - general credits
        • LLM-LE (1 year) - general credits
        • International LLM - New York Bar Exam
        • International LLM, Business Law Certificate
        1. Spring 17
        2. Spring 18
        3. Spring 19
        • Final Exam

        In this exciting, innovative, and important area of legal practice, companies domestically and worldwide raise money through an array of structures intended to separate “financial” assets—effectively rights to (or expectations of) payment—from the risks associated with the company.  The assets are then dedicated to repayment of capital market securities.  Sometimes referred to as structured finance or securitization, this approach creatively brings together many fundamental legal disciplines, including bankruptcy, securities law, corporation law, secured transactions, finance, and tax.  Using structured finance as an organizing principle, this course teaches the critical aspects of these disciplines that you are likely to encounter in practice.  In addition, the course introduces important commercial financing techniques and concepts, including guarantees, loan agreements, legal opinions, and letters of credit, as well as interest rate and currency swaps and other derivative products.  Furthermore, the course addresses how the capital markets work, including the role of rating agencies, and touches on the cross-border and transnational considerations that are essential to modern business transactions.  It also shows how structured finance principles can be applied broadly, such as to international project-finance transactions and to microfinance.  Finally, the course examines the ethics and efficiencies of “deconstructing” companies in this manner, including the use and possible abuse of special purpose entities and the potential to generate unanticipated consequences, as occurred in the 2007-09 financial crisis.

        There is no formal prerequisite.  The class will be challenged to identify problems and find real-life, creative solutions.  A student without any business-law background should still be able to master the course because the relevant legal principles will be learned and applied along the way, in the same manner that a good practitioner learns. 

        393

        Trademark Law and Unfair Competition 2
        • JD - general credits
        • JD-LLM-LE - general credits
        • LLM-LE (1 year) - general credits
        • International LLM/Exchange/SJD - general credits
        • International LLM, Intellectual Property Certificate
        1. Fall 16
        2. Fall 17
        3. Fall 18
        • 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.

        Please note that course organization and content may vary substantially from semester to semester and descriptions are not necessarily professor specific. Please contact the instructor directly if you have particular course-related questions.

        409

        Entrepreneurship Immersion 4
        • JD-LLM-LE - general credits

        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 - general credits
        • JD - experiential learning
        • JD-LLM-LE - general credits
        • International LLM/Exchange/SJD - general credits
        • International LLM, Business Law Certificate
        • Public Interest Certificate: General Elective
        • Public Interest Certificate: Experiential Requirement
        1. Fall 16
        2. Spring 17
        3. Fall 17
        4. Spring 18
        5. Spring 19
        • Group project
        • 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. Students must be in at least their fourth semester of law school to enroll in the clinic.

        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 Clinic. The following ethics classes meet the requirement: 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 - general credits
        • JD - experiential learning
        • JD-LLM-LE - general credits
        • International LLM/Exchange/SJD - general credits
        • International LLM, Business Law Certificate
        • Public Interest Certificate: General Elective
        • Public Interest Certificate: Experiential Requirement
        1. Fall 16
        2. Spring 17
        3. Fall 17
        4. Spring 18
        5. Fall 18
        6. Spring 19
        • Group project
        • 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.

        Important:

          • In order to be eligible to enroll in the Clinic, you must have successfully completed at least three semesters of Law School and meet the Ethics Requirement. 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 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. The following ethics classes meet the requirement:  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 - general credits
        • JD - experiential learning
        • JD-LLM-LE - general credits
        • International LLM/Exchange/SJD - general credits
        • Public Interest Certificate: General Elective
        • Public Interest Certificate: Experiential Requirement
        1. Spring 18
        2. Fall 18
        3. Spring 19
        • Group project
        • Practical exercises
        • Live-client representation and case management
        • Class participation

        The Advanced Start-Up Ventures Clinic will represent a range of early-stage ventures on a variety of matters related to the start-up process.

        460

        Negotiation 3
        • JD - general credits
        • JD - experiential learning
        • JD-LLM-LE - general credits
        • LLM-LE (1 year) - general credits
        • International LLM/Exchange/SJD - general credits
        1. Fall 16
        2. Spring 17
        3. Fall 17
        4. Spring 18
        5. Fall 18
        6. Spring 19
        • Reflection Papers
        • Final paper (10+ pages in length)
        • Journal
        • Practical exercises
        • In-class exercise
        • Class participation

        This seminar is intended to explore the processes of negotiation and settlement in legal and other contexts. Negotiation can be defined as the process by which two or more parties attempt to reach a mutually agreed upon decision regarding the social ordering of relationships or the resolution of a dispute. Thus, for example, agreement on a contract between two or more parties entails negotiation. Most civil and criminal litigation is settled by negotiation rather than decided at trial. Today, in many states, mandatory mediation–negotiation facilitated by a neutral party–is required before a case can be scheduled for trial. Other forms of alternative dispute resolution such as arbitration or summary jury trials are usually preceded by negotiation. The seminar will focus on the nature of interpersonal and intergroup conflict and strategies and tactics of negotiation. It will also focus on the unique aspects of an attorney representing a client in negotiation, including the ethical duties of a lawyer in this context.  Goals of the seminar are to provide students with the opportunity to analyze the social process of conflict resolution in different legal contexts (including transactional, litigation, and international), to gain insight into their own negotiation styles, and to improve their negotiation skills.  One email negotiation is included, and one class will introduce mediation advocacy techniques to help prepare students to negotiate when a mediator is involved in dispute resolution.

        The seminar makes use of role-play simulation materials and assigned readings. The seminar requires consistent and active class participation, weekly journals or guided questionnaires, and a final paper. 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 historically long 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 will not be an acceptable excuse for missing the first week of class.  Neither will a call-back interview.) 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 enter the class before the second class occurs.  Thus, students may drop this course without permission only before the second class meeting.

        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.

        461

        Health Policy Practicum 3
        • JD - general credits
        • International LLM/Exchange/SJD - general credits
        • Public Interest Certificate: General Elective
        In this policy practicum, students will identify specific health policy reforms and will engage in research and advocacy designed to advance those reforms. Specific focus will be on reforms that reduce the costs of healthcare delivery, expand consumer choice, and enhance provider competition.

        Grade Basis: Graded

        465

        Patent Claim Drafting and Foundations of Patent Strategy 1
        • JD - general credits
        • JD - experiential learning
        • LLM-LE (1 year) - general credits
        • International LLM/Exchange/SJD - general credits
        • International LLM, Intellectual Property Certificate
        1. Spring 17
        2. 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 - general credits
        • JD - experiential learning
        • International LLM/Exchange/SJD - general credits
        1. Fall 16
        2. Fall 17
        3. Fall 18
        • Reflection Papers
        • Final paper (10+ pages in length)
        • Oral presentation
        • Class participation

        This course will examine the substantive law of arbitration during the first half of the term using the textbook Arbitration: Cases and Materials by Huber & Weston (3rd Edition, 2011, LexisNexis) and focus thereafter on the development of practical skills for conducting an arbitration presentation. The class will be limited to a maximum of 18 students.   Grading will be based upon class participation, the submission of a written arbitration brief, and the oral presentation 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 plaintiff and defense, while others can be handled individually. The problems may deal with such diverse claims as construction, medical malpractice, 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

        506

        Fraud Investigation 2
        • JD - general credits
        • International LLM/Exchange/SJD - general credits
        • Final Exam

        In recent years new statutory and common law fraud actions have filled the courts and the news. Corporate fraud constitutes an increasing concern and target for litigation and enforcement actions. New definitions, procedures and enforcement mechanisms have changed the face of fraud investigation and prosecution. This Course will cover traditional areas of fraud investigation and prosecution along with emerging statutory and common law fraud issues. It will consider both academic and practical aspects on the definition, identification, and redress of fraud and fraud-related issues, including federal bank, bankruptcy, tax and securities fraud provisions, Sarbanes-Oxley issues, FDIC fraud regulations and enforcement, wire fraud, mail fraud, false federal claims, and other statutory fraud provisions. It will also cover practical issues of cooperation with government inquiry and their limits, privilege and work product and their waiver.

        510

        Legal Interviewing & Counseling 2
        • JD - general credits
        • JD - experiential learning
        • International LLM/Exchange/SJD - general credits
        • Public Interest Certificate: General Elective
        1. Fall 16
        2. Spring 17
        3. Fall 17
        4. Spring 18
        5. Fall 18
        • Journal
        • 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.

        515

        Contract Drafting for the Finance Lawyer 2
        • JD - general credits
        • JD - experiential learning
        • LLM-LE (1 year) - general credits
        • International LLM/Exchange/SJD - general credits
        • International LLM, Business Law Certificate
        1. Fall 16
        2. Spring 17
        3. Fall 17
        4. Spring 18
        5. Fall 18
        6. Spring 19
        • 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 - general credits
        • International LLM/Exchange/SJD - general credits
        • International LLM, Business Law Certificate
        1. Spring 17
        2. Spring 18
        3. Spring 19

        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 - Substantial Research and Writing Project requirement (SRWP)
        • JD - general credits
        • International LLM/Exchange/SJD - general credits
        • International LLM, Business Law Certificate
        1. Spring 17
        2. Spring 18
        3. Spring 19
        • Final research paper (25+ pages in length)

        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 - general credits
        • JD - experiential learning
        • JD-LLM-LE - general credits
        • International LLM/Exchange/SJD - general credits
        • International LLM, Business Law Certificate
        1. Spring 17
        2. Fall 17
        3. Spring 18
        4. Fall 18
        5. Spring 19
        • 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.

        522

        Contract Drafting: The Next Generation 2
        • JD - general credits
        • JD - experiential learning
        • JD-LLM-LE - general credits
        1. Spring 17
        2. Spring 18
        • Practical exercises
        • Class participation

        In their article Contract as Automaton: The Computational Representation of Financial Agreements, Mark Flood and Oliver Goodenough argue that not only can contracts be conceptualized as "finite machine states" that can be automated, but that conceptualizing the legal structure of a contract this way is helpful for determining whether a contract is internally coherent and complete.  Messrs. Flood and Goodenough are moving beyond computer assisted "document assembly"---where guided questions lead word-processor-based document template libraries to a traditional natural-language contract--and exploring an analytical process of turning (at least certain types of) contracts into computer automated "smart contracts".  Building off of Harry Surden's Computable Contracts, Flood and Goodenough apply computational theory to the various states, inputs and transitions of a loan agreement to make the contract a "deterministic finite automaton" (DFA).

        This course covers the basic practical skills in contract drafting through written drafting exercises while exploring how legal practice and contract drafting will change.  While working with the course materials, we will inquire as to whether or not the contract elements can be formalized into a smart contract or DFA.  We will also explore Flood and Goodenough's proposition that "The exercise of representing contracts as DFAs can help us better understand how contracts work."  

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

        523

        Finance in Asia: Institutions, Regulations and Policy 1
        • JD - Substantial Research and Writing Project requirement (SRWP)
        • JD – Substantial Research and Writing Project requirement (SRWP), add-on credit
        • JD - general credits
        • International LLM/Exchange/SJD - general credits
        1. Spring 17
        • Reflection Papers
        • Class participation

        The global economy and financial system are undergoing a profound transformation in the twenty-first century with the rise of Asia, most particularly China. This course will consider finance in the region and its implications for the global financial system. Following an introduction to the evolution of finance in Asia and its role in the global economy, the course will consider the role of Asia in international financial arrangements such as the Group of 20 (G20) and International Monetary Fund (IMF), regional financial regulatory arrangements (focusing on the major financial centers such as Hong Kong and Singapore), China’s financial internationalization (in particular of the RMB, the Belt and Road Initiative and the Asian Infrastructure Investment Bank [AIIB]), and the impact of technology on finance in the region (with a focus on China and India).

        The class will be conducted as an interactive seminar. Student grades will be based on participation (10%) and a series of 3 papers (approximately 5 pages each) on specific topics throughout the course (90%). For those wishing a second credit, there is the option of an additional 25+ page seminar paper due at the end of the semester. (Students should enroll in Law 523W if they plan write the 25+ page paper.)

        523W

        Finance in Asia: Institutions, Regulations and Policy / Writing Credit 1
        • JD - Substantial Research and Writing Project requirement (SRWP)
        • JD - general credits
        • International LLM/Exchange/SJD - general credits
        1. Spring 17
        • Final research paper (25+ pages in length)

        Students enrolled in Law 523 Finance in Asia: Institutions, Regulations, and Policy, may earn an additional credit by writing an additional 25+ page paper, due at the end of the semester . *LAW 523W must be added no later than 7th week of class.*

        529

        Corporate Governance 3
        • JD - Substantial Research and Writing Project requirement (SRWP)
        • JD - general credits
        • JD-LLM-LE - general credits
        • LLM-LE (1 year) - general credits
        • International LLM/Exchange/SJD - general credits
        • International LLM, Business Law Certificate
        1. Spring 17
        2. Spring 18
        3. Spring 19
        • Reflection Papers
        • Final research paper (25+ pages in length)

        With the spate of corporate scandals in recent years undermining investor confidence in public corporations, corporate governance is increasingly a major policy issue in business regulation and a key element in business strategy and corporate litigation. 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. 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? Do anti-takeover devices entrench managers or promote long-term strategic growth? Are CEOs paid too much, and should their compensation be regulated? Does state competition for corporate charters lead to a race to the top or the bottom? How can for-profit firms be designed pursue social missions and avoid green-washing? In discussing each of these topics, this course will consider whether corporations are best regulated by the government or market discipline. To fulfill the requirements for this course, students will have the option to write short reaction papers or the opportunity to work on a substantial research paper.

        530

        Entertainment Law 3
        • JD - general credits
        • International LLM/Exchange/SJD - general credits
        • International LLM, Intellectual Property Certificate
        1. Spring 17
        2. Spring 18

        An introduction to the practice of entertainment law, this course examines selected theories, statutes, and regulations governing principal undertakings, business transactions, and legal relationships in the entertainment industries, including publishing, the theater, television and motion pictures, music, and related fields.

        Please note that course organization and content may vary substantially from semester to semester and descriptions are not necessarily professor specific. Please contact the instructor directly if you have particular course-related questions.

        531

        In House Law Practice 2
        • JD - general credits
        • International LLM/Exchange/SJD - general credits
        • International LLM, Business Law Certificate
        1. Spring 17
        2. Spring 18
        • Reflection Papers
        • Group project
        • Oral presentation

        This course explores the substantive and procedural aspects of inhouse law practice, and how they differ from law firm and governmental practices. The class sessions will present substantive legal topics discussed with legal practitioners. Course materials will be drawn from statutory, regulatory, and policy-driven materials, as well as case studies. Students will have team-based interdisciplinary project assignments that will draw from topics discussed in the class, reflecting real-world scenarios.

        The course is intended to provide law school students with an understanding of and practical skills for inhouse practice, legal issues unique to that practice, and practical issues that face inhouse lawyers. It 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.

        40%: Memos
        Each student will prepare two memos, of five pages each, on substantive legal issues presented during class; these memos will provide students an opportunity to demonstrate practical approaches to those legal issues.

        20%: Presentation
        Each student will make a 5 -8 minute individual presentation to the class, ostensibly to the general counsel of a corporation, in which students will provide an overview of recent developments in a given legal area and how it applies to the corporation. All students will receive a common fact pattern for the fictitious corporation, and each will be assigned a different legal area to which the fact pattern relates. Students will be videoed for their presentation and have the opportunity to review the same.

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

        The project will include an individual written component of 10 pages, a group written component of five pages, and a 30-minute team presentation.

        No prerequisites are contemplated as necessary.

        532

        Venture Capital Financing 3
        • JD - general credits
        • JD-LLM-LE - general credits
        • LLM-LE (1 year program) - required courses
        • International LLM/Exchange/SJD - general credits
        • International LLM, Business Law Certificate
        1. Spring 17
        2. Spring 18
        3. Spring 19

        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.

        Business Associations is a mandatory prerequisite for the class. Securities Regulation and Advising the Entrepreneurial Client are recommended preparation for the course.

        533

        Government Enforcement and Global Corporate Compliance 2
        • JD - general credits
        • JD - experiential learning
        • LLM-ICL - general credits
        • International LLM/Exchange/SJD - general credits
        1. Fall 18
        • 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
        • JD-LLM-LE - general credits
        • LLM-LE (1 year program) - required courses
        1. Fall 16
        2. Spring 17
        3. Fall 17
        4. Fall 18
        • Group project
        • 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.

        535

        Comparative Corporate Law 2
        • JD - general credits
        • LLM-ICL - general credits
        • International LLM/Exchange/SJD - general credits
        • International LLM, Business Law Certificate
        1. Fall 17
        • Reflection Papers
        • Final paper (10+ pages in length)
        • Class participation

        This is a reading seminar, which will be conducted by interactive class discussions, which will utilize heavily comparative approaches. We will start with the U.S. style corporate law theories and practices, and then discuss on how they are actually applied or rejected throughout the world, particularly in the United Kingdom, Continental Europe, and East Asia. The goal of this course is not merely to compare legal institutions of different legal origins. Rather, this course intends to consider several core problems with modern business association, and ask why and how different rules have been developed across the countries. There would be no clear answers, but such discussions will enhance our understanding of corporate law as well as capitalism in general. For these purpose, readings are carefully edited from three articles: roughly, one is associated with the United States, another with the Continental Europe (including the United Kingdom, if any), and the other with the East Asia (mostly Japan and Korea). Due to the time constraint, however, only a handful of core issues and selected papers will be assigned and discussed in class. More advanced theoretical issues on corporate governance will be covered by another corporate governance course. Instead, we will focus on controlling families and corporate group, different schemes of corporate monitoring (directors and institutional shareholders) across the countries, flexibility of corporate finance rules in terms of creditor protection, and finally, dramatic differences of takeover markets. Although the readings sometimes employed economic reasoning, the course requires only a basic understanding of microeconomics.

        540

        Startup Law: Representing the Company 3
        • JD - general credits
        • International LLM/Exchange/SJD - general credits
        1. Fall 18
        • Final Exam
        • Class participation

        This course takes students through the legal issues likely to present themselves in the lifecycle of a high growth technology company from inception/incorporation 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. The course is a survey of entrepreneurial law considerations and does not attempt to invoke policy considerations. While the content is similar to Law 534 Advising the Entrepreneurial Client, this does not satisfy the requirements for the JD/LLMLE nor the LLMLE. 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 - general credits
        • JD-LLM-LE - general credits
        • International LLM/Exchange/SJD - general credits
        • International LLM, Business Law Certificate
        • Public Interest Certificate: General Elective
        1. Fall 16
        2. Fall 17
        3. Fall 18
        • Final Exam

        The subject of the course is the diverse sector of the economy composed of nonprofit organizations. The topics to be covered include their economic function, governance issues, the tax laws covering them, abuses of their special status, and policy issues regarding them.

        544

        Advanced Topics in International Trade 2
        • JD - general credits
        • JD - Substantial Research and Writing Project requirement (SRWP)
        • International LLM/Exchange/SJD - general credits

          This seminar will explore recent scholarship related to international economics and international trade institutions (such as the WTO, the EU, and NAFTA).  Topics will include the domestic political economy of trade liberalization, trade remedy law, institutional design, and compliance with dispute resolution systems.  The seminar is designed to be highly participatory with students taking the lead in class discussions.  Some knowledge of international law is helpful but not required.  Grades are based on a series of papers written during the semester and class participation.

          Grade Basis:  Grades are based on the six short papers, your leadership of class discussion, and class participation.  There is no final exam and no final paper.  This course can be taken together with a 2 or 3 credit independent study to fulfill a writing requirement.

          549

          Corporate Counseling and Communication 2
          • JD - general credits
          • JD - experiential learning
          • JD-LLM-LE - general credits
          • LLM-LE (1 year) - general credits
          • International LLM/Exchange/SJD - general credits
          • International LLM, Business Law Certificate
          1. Spring 17
          2. Spring 18
          3. Spring 19
          • 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 - general credits
          • JD-LLM-LE - general credits
          • LLM-LE (1 year) - general credits
          • International LLM/Exchange/SJD - general credits
          • International LLM, Intellectual Property Certificate
          1. Spring 19
          • Final paper (10+ pages in length)
          • 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 - general credits
          • International LLM/Exchange/SJD - general credits
          1. Fall 16
          2. Fall 18
          • Final Exam, option
          • Final paper (10+ pages in length), 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.

           

          554

          Deceit and Betrayal: Perspectives on Fraud and Breach of Fiduciary Obligation 2
          • JD - general credits
          • JD - Substantial Research and Writing Project requirement (SRWP)
          • International LLM/Exchange/SJD - general credits
          • International LLM, Business Law Certificate
          1. Spring 17
          • Final research paper (25+ pages in length)

          This seminar focuses on contemporary applications of the law of fraud and fiduciary obligation, including situations in which an actor deceives the beneficiary of a fiduciary obligations owed by the actor. The seminar will begin with two sessions that cover the historical origins of fraud and fiduciary obligation and their subsequent evolution. The remainder of sessions will focus on specific situations and issues of contemporary interest. These may include, among other topics: (1) remedies for breach of fiduciary obligation, including forfeiture of compensation; (2) criminalization of fiduciary breach, including "honest services fraud;" (3) frauds directed at members of groups with which the fraudfeasor shares an ethnic, political, or other affinity; (4) aiding and abetting or lending knowing assistance to another actor's fraud or breach of fiduciary obligation; (5) the liabilities of auditors and other gatekeepers in the event of fraud within the gatekeeper's client; (6) the individual liability of employees and other agents for fraud and other torts committed within the scope of employment or authority; (7) the role of victim consent to wrongful conduct, including the validity of exculpatory provisions in the parties' agreement; (8) standards of conduct applicable to broker/dealers and others who furnish investment advice; (9) duties owed to employees who own equity in a professional-services or business firm, in particular in connection with the sale of control of the firm. The reading material for the seminar will include a selection of cases and other primary legal materials, plus scholarly publications. Each student must write a research paper on a topic approved in advance by the instructor.

          557

          Hedge Fund Activism 1
          • JD - general credits
          • LLM-LE (1 year) - general credits
          • International LLM/Exchange/SJD - general credits
            • Reflection Papers
            • Group project
            • Class participation

            How should society allow public shareholders to influence and control the decisions of corporate directors and managers? This course will explore shareholder activism by hedge funds, using an interdisciplinary approach that combines law, economics and policy.  We will discuss shareholder activism in the pre-hedge fund period, the emergence of activism by hedge funds, and the question of what different things hedge fund activists want target companies to do. We will also discuss empirical evidence on hedge fund activism, including stock market evidence on the success of activism, and the performance of companies that have been the target of activist campaigns. Throughout the class we will explore the many controversies in hedge fund activism, including whether hedge fund activism sacrifices long run success for the short run benefit of activists, and whether hedge fund activism should be subject to additional laws and regulation.

            This is a credit/no credit course based on class participation, short (2-3 page) write-ups, and a final small group presentation on an activist campaign of the small group’s choice.

            559

            Latin American Business Law 1
            • JD - general credits
            • LLM-ICL - general credits
            • International LLM/Exchange/SJD - general credits
            • International LLM, Business Law Certificate
            1. Spring 17
            This course focuses on the regulation of business in Latin America and the most important differences between the Civil Law tradition and the Common Law. The course exposes the students to some of the main issues that may arise in the practice of law dealing with Latin America. Emphasis is placed on the appropriate choice of a business entity by an American investor and in the analysis and comparison of the laws of business associations and securities regulation applicable in Latin America and in the United States. Important cultural, historical and political traits of the region will be highlighted, as they are extremely influential in the transactions of business and international legal relations.

            560

            Sales and Value Added Tax Law 2
            • JD - general credits
            • International LLM/Exchange/SJD - general credits
            • International LLM, Business Law Certificate
            1. Fall 16
            2. Fall 17
            3. Fall 18
            • 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 - general credits
            • International LLM/Exchange/SJD - general credits
            1. Spring 17
            2. Spring 18
            3. Spring 19

            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.

            566A

            Corporation and International Law: Past, Present, and Future 3
            • JD - Substantial Research and Writing Project requirement (SRWP)
            • JD - Substantial Research and Writing Project requirement (SRWP), option
            • JD - general credits
            • LLM-ICL - general credits
            • LLM-ICL - required courses
            • LLM-ICL - writing requirement
            • International LLM/Exchange/SJD - general credits
            • International LLM, Business Law Certificate
            1. Fall 17
            • Reflection Papers
            • Final paper (10+ pages in length)
            • Class participation

            From politics to popular culture, the corporation has become one of the most critical economic, political, and cultural institutions of the modern era.  It has also been one of the most controversial.  Are corporations people, societies, or even governments? Do they have rights? If so, what are their civic, social, ethical, and political responsibilities? If such questions are vexing within municipal and national contexts, they have been downright confounding for international legal regimes.  Corporations have a global footprint and influence on our conceptions of sovereignty and governance, the functioning of international markets, the nature of interstate relations, wealth distribution, international development, and, at a basic level, the lives of people around the world. Yet modern international law has generally been understood to apply almost exclusively to states and to touch only lightly on corporate institutions, with profound consequences for everything from human rights to the global environment. This course will address these questions and many others, both through our own readings and discussions, as well as frequent guest speakers, panels, and workshops, in conjunction with a year-long Mellon Foundation funded Sawyer Seminar.

            A limited number of JD students may be permitted to use their paper to satisfy the JD upper-level writing requirement with prior approval of Professor Brewster.

            566B

            Corporation and International Law 3
            • JD - Substantial Research and Writing Project requirement (SRWP)
            • JD - general credits
            • LLM-ICL - general credits
            • LLM-ICL - required courses
            • LLM-ICL - writing requirement
            • International LLM/Exchange/SJD - general credits
            • International LLM, Business Law Certificate
            1. Spring 18
            • Reflection Papers
            • Final paper (10+ pages in length)
            • Class participation

            From politics to popular culture, the corporation has become one of the most critical economic, political, and cultural institutions of the modern era.  It has also been one of the most controversial.  Are corporations people, societies, or even governments? Do they have rights? If so, what are their civic, social, ethical, and political responsibilities? If such questions are vexing within municipal and national contexts, they have been downright confounding for international legal regimes.  Corporations have a global footprint and influence on our conceptions of sovereignty and governance, the functioning of international markets, the nature of interstate relations, wealth distribution, international development, and, at a basic level, the lives of people around the world. Yet modern international law has generally been understood to apply almost exclusively to states and to touch only lightly on corporate institutions, with profound consequences for everything from human rights to the global environment. This course will address these questions and many others, both through our own readings and discussions, as well as frequent guest speakers, panels, and workshops, in conjunction with a year-long Mellon Foundation funded Sawyer Seminar.

            575

            Securities Litigation and Enforcement in Practice 2
            • JD - general credits
            • JD - experiential learning
            • International LLM/Exchange/SJD - general credits
            • International LLM, Business Law Certificate
            1. Spring 19
            • 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.

            577

            Emerging Issues in Sports and the Law 2
            • JD - general credits
            • International LLM/Exchange/SJD - general credits
            • International LLM, Business Law Certificate
            1. Spring 18
            2. Spring 19
            • Reflection Papers
            • Final paper (10+ pages in length)
            • 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 - Substantial Research and Writing Project requirement (SRWP)
            • JD - general credits
            • LLM-LE (1 year) - general credits
            • International LLM/Exchange/SJD - general credits
            • International LLM, Business Law Certificate
            1. Spring 17
            2. Fall 17
            3. Fall 18
            • Final research paper (25+ pages in length)
            • 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, you can now apply for a mortgage on your smartphone, initial coin offerings are now a viable alternative to venture capital funding, and the Office of the Comptroller of the Currency has 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, has proposed a path for FinTech firms to become regulated banks. 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.

            585

            Philanthropy, Voluntarism and Not-For-Profit Law and Management 3
            • JD - general credits
            • International LLM/Exchange/SJD - general credits
            • Public Interest Certificate: General Elective
            1. Spring 17
            2. Spring 18
            3. Spring 19

            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.

            589

            Japanese Law in a Business Context 2
            • JD - general credits
            • JD - Substantial Research and Writing Project requirement (SRWP)
            • International LLM/Exchange/SJD - general credits
            • International LLM, Business Law Certificate
            1. Spring 17

            An overview of the Japanese legal system with a particular focus on the business and regulatory environment as well as on the differences that a U.S.-trained lawyer must be aware of when handling Japan-related matters. This class will qualify for the Duke LL.M Business Law Certificate.

            The class will be conducted as an interactive seminar. Student grades will be based in part on participation and presentation, but with the largest component being based on a 25+ page seminar paper. Several of the latter class sessions will be devoted to student presentations on their paper topics and preliminary findings. However final papers will not need to be submitted until the end of the semester. The seminar paper for this class can be used to satisfy the LL.M. Business Certificate paper requirement.

            590

            Risk Regulation in the US, Europe and Beyond 2
            • JD - Substantial Research and Writing Project requirement (SRWP)
            • JD - general credits
            • LLM-ICL - general credits
            • International LLM/Exchange/SJD - general credits
            • International LLM, Environmental Law Certificate
            1. Spring 17
            2. Spring 18
            • Final research paper (25+ pages in length)
            • Class participation

            This seminar pursues an advanced, integrated analysis of the law, science and economics of societies' efforts to assess and manage risks of harm to human health, safety, environment and security. The course will examine the regulation of a wide array of risks, such as those from food, drugs, medical care, automobiles, air travel, drinking water, air pollution, energy, climate change, finance, terrorism, emerging technologies, and extreme catastrophic risks (students may propose to research other risks as well). Across these diverse contexts, the course will explore the components of regulatory analysis: risk assessment, risk management (including the debate over "precaution" versus benefit-cost analysis), risk evaluations by experts vs. the public, and risk-risk tradeoffs.  And it will explore options for institutional design and structure, including the interrelated roles of legislative, executive, and judicial functions; delegation and oversight; fragmentation and integration; and international cooperation.

            The course examines these issues through a comparative approach to risk regulation in the United States, Europe, and other countries.  These comparisons address topics including the choice of policy instruments, the selection of which risks to regulate, "precautionary" regulation, "better regulation" initiatives, regulatory impact assessment and regulatory oversight bodies, and others.   It examines the divergence, convergence, and exchange of ideas across regulatory systems; the causes of these patterns; the consequences of regulatory choices; and what regulatory systems can learn from each other.

            Students' research papers in this seminar may analyze specific risk regulations; compare regulations, institutions or tools across countries; formulate and advocate original proposals to improve the regulatory state; or other related topics.

            591

            Development Finance 1
            • JD - general credits
            • LLM-LE (1 year) - general credits
            • International LLM/Exchange/SJD - general credits
            • International LLM, Business Law Certificate
            1. Fall 16
            2. Fall 17
            3. Fall 18
            • Reflection Papers
            • Final paper under 10 pages
            • Class participation

            The Course will provide a general overview of persisting development challenges in Low and Middle-Income Countries, and the shared global responsibility under the Agenda 2030 to address them. It will focus on the roles of and partnerships between various actors of development finance, such as government agencies, multilateral development banks, foundations, non-governmental organizations, and impact investors; and familiarize students with development finance instruments, such as budget aid, grants, loans, and blended finance mechanisms. The Course will also deal with critical views on Aid Effectiveness, and issues of Policy Coherence for Development in developed countries.

            Course Requirements:

            Two 3-page essays: the first to be handed in on or before September 30, 2018; the second to be handed in on or before October 5, 2018 (30% of final grade);

            • One 10-page final paper to be handed in before December 15, 2018 (40% of final grade);
            • Participation in class discussions (30% of final grade).

             

            619

            Readings: Commercial Law and Society in Historical Perspective 1
            • JD - general credits
            • International LLM/Exchange/SJD - general credits
            1. Spring 17

            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 century –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. We will also explore these questions through comparative readings in the law of other places (in Europe, or Asia for example) and other times. In examining some exemplary cases, novels and magazines, and works of historical analysis, we will consider the different social, political, economic and cultural contexts within which seminal legal changes occurred.

            This readings course will meet for 10 sessions of 1 1/2 hours each. Specific meeting dates and times will be arranged in consultation with the students. Requirements include class participation and completion of five 2-page 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.

            639

            Structuring Venture Capital and Private Equity Transactions Course Plus Offering 1
            • JD - general credits
            • LLM-LE (1 year) - general credits
            • International LLM/Exchange/SJD - general credits
            • Final Exam

            This course-plus component to the Structuring Venture Capital and Private Equity Transactions class will provide students with an intense, practical skills course that will teach basic and advanced document drafting skills, transaction strategy and business analysis for these types of deals. The class will focus on the basics of structuring a target organization and strategizing, preparing and negotiating the documentation for a strategic acquisition. Students will be exposed to transaction documents relevant to a strategic acquisition, including, among other things, term sheets and charters. Skills acquired in this course-plus offering will be translatable to other areas of practice and types of transactions and will provide aspiring lawyers and business people with a legal and business foundation that is critical to excelling in the corporate world.

            In order to be enrolled in this course you must be concurrently enrolled in LAW 358 Structuring Venture Capital & Private Equity Transactions.

            656

            Strategies in Business Associations / COURSE PLUS 1
            • JD - general credits
            • LLM-LE (1 year) - general credits
            • International LLM/Exchange/SJD - general credits
            • International LLM, Business Law Certificate
            1. Spring 18

            This seminar takes selected legal issues from the course, Business Associations, and places them in a setting in which students make decisions that involve the weighing of legal, business, ethical and stakeholder considerations. The course will develop and analyze business transactions, in workshop settings, from the strategic perspective of a business lawyer in engineering transactions that minimize legal, tax and regulatory costs, address concerns of relevant stakeholders, and achieve the objectives of the client. Each student is part of a team who represents a distinct client in first developing in the context of a real-world problem what the optimal objective should be for the client, and then engaging teams representing other parties in the transaction, in the pursuit of the client's objective. In advance of each class, students prepare a team term sheet setting forth the client's objectives as developed by the team. There are six projects over the course of the semester. The goal of the course is to demonstrate how, in practice, legal principles interact among themselves and with non-legal considerations in the resolution of business issues.

            *This class must be taken concurrently with Law 210 Business Associations.*

            710

            Derivatives: Financial Markets, Law and Policy 3
            • JD - Substantial Research and Writing Project requirement (SRWP)
            • JD - general credits
            • LLM-LE (1 year) - general credits
            • International LLM/Exchange/SJD - general credits
            • International LLM, Business Law Certificate
            1. Spring 17
            2. Spring 18
            3. Spring 19
            • Final research paper (25+ pages in length)
            • Oral presentation
            • 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.

            Required Coursework

            The 3-credit graded requirements for the course will be:

            1. A thirty-page paper, to be submitted by Friday, April 14 2017 (80%); the opportunity for JD writing credit will be given to the first five students who present research proposals, approved by me, commit to completing their drafts by Friday March 10 for grading and comments by me, and submit their final drafts in response to comments by the last day of class for the semester (when all papers will be due).
            2. An individual class presentation, of 20 minutes in length (10%), on the early draft of the 3-credit paper; and
            3. Overall class participation (10%).The course will be highly interactive and graded on this basis.

            The course will be highly interactive and graded on this basis.

            716

            Information Privacy and Government Surveillance Law 3
            • JD - general credits
            • International LLM/Exchange/SJD - general credits
            1. Spring 17
            2. Spring 19
            • Reflection Papers
            • Final paper (10+ pages in length)
            • Group project
            • In-class exercise
            • Class participation

            The acquisition, management, analysis, dissemination, and security of personal information 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 resides on servers and storage media where it can be accessible or potentially accessible to commercial enterprises and government agencies. In both the commercial sector and the government sector, the legal and policy issues associated with personal information are growing in importance. Discussion of these issues in either sector cannot ignore the other, 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 ..." This intersection of issues creates particular challenges for existing constitutional, legislative and international governance models.

            In the government sector, many of the most pressing problems relate to the national security state that has developed after the terrorist attacks on September 11, 2001. The crucial battleground for combating and preventing future terrorist attacks is the intelligence battleground. In the United States, as well as in other countries, efforts to acquire and properly analyze intelligence with respect to terrorists, their plans and their plots, have expanded dramatically. The tension between these efforts and individual privacy creates frictions that are forcing reconsideration of existing methods of mediating them. 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.

            This course explores the legal and policy issues associated with concerns about information privacy, in the commercial and government sectors and in the intersection of these two sectors.
            GRADING: 30% Class Participation, 30% Participation in a Class Debates and Debate Summaries, 40% 2 10-page response papers

            720

            Advanced Copyright: Digital Technologies 2
            • JD - Substantial Research and Writing Project requirement (SRWP)
            • JD - general credits
            • LLM-LE (1 year) - general credits
            • International LLM/Exchange/SJD - general credits
            • International LLM, Intellectual Property Certificate
            1. Spring 17
            2. Spring 18
            3. Spring 19
            • Final research paper (25+ pages in length)
            • 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. Students should have completed the basic copyright or intellectual property course prior to taking this course.

            722

            International Business Law 3
            • JD - general credits
            • LLM-ICL - general credits
            • International LLM/Exchange/SJD - general credits
            • International LLM, Business Law Certificate
            1. Fall 16
            2. Fall 17
            3. Fall 18
            • 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 - general credits
            • International LLM/Exchange/SJD - general credits
            • International LLM, Business Law Certificate
            1. Spring 17
            2. Spring 18
            3. Spring 19
            • Reflection Papers
            • 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 16th to April 6th 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.

            749

            Strategies in Commercial Transactions 1
            • JD - general credits
            • LLM-LE (1 year) - general credits
            • International LLM/Exchange/SJD - general credits
            • International LLM, Business Law Certificate
              This seminar takes selected legal issues from the course, Commercial Transactions, and places them in a setting in which students make strategic decisions that involve the weighing of legal, business, ethical and human relations considerations. The focus of the course is on technology start-ups. The emphasis in this seminar will be on debt arrangements, venture capital, security devices, and bankruptcy planning. The goal of the seminar is to underscore how legal principles interact with other non-legal considerations in the resolution of business problems.
              Scott Merrell,a practitioner with extensive experience in start-up transactions will co-teach the seminar. Students will work on a series of problems and will complete written responses and proposals, which will be reviewed and critiqued by the instructors. A prior or concurrent course in Business Associations is strongly advised.

              In order to be enrolled in this course you must be concurrently enrolled in LAW 215 (Commercial Transactions)

              754

              IP Transactions 2
              • JD - general credits
              • JD-LLM-LE - general credits
              • LLM-LE (1 year) - general credits
              • International LLM/Exchange/SJD - general credits
              • International LLM, Business Law Certificate
              • International LLM, Intellectual Property Certificate
              1. Spring 17
              2. Spring 18
              3. Spring 19
              • 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

              A Practitioner's Guide to Labor Law and Employment 2
              • JD - general credits
              • JD - experiential learning
              • International LLM/Exchange/SJD - general credits
              • Public Interest Certificate: General Elective
              1. Spring 17
              2. Spring 18
              3. Spring 19
              • Reflection Papers
              • Practical exercises
              • Class participation

              This course is designed to provide a practical overview of the main labor and employment law issues that arise in the U.S. 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, instructors familiarize students with the basic concepts underlying the broad range of labor and employment law. Students will explore issues from multiple perspectives including the employee, the employer, the union, and compliance enforcers. As a result of this course, students will attain an advanced, yet practical familiarity with such issues that can be applied in any business context. The course will be co-taught by practicing attorneys who have experience both as private practitioners with large firms and as corporate officers for a Fortune 125 company (former partner in private practice and Senior VP of Human Resources for a Fortune 125 company; General Counsel of a $1 billion privately-held company, formerly Deputy General Counsel with a Fortune 125 company). Students should have taken the basic labor law course or have a familiarity with the National Labor Relations Act and Title VII of the Civil Rights Act. A Liberal Arts background (knowledge of history, sociology, and/or political science) is a plus.

              Please note that class attendance and active class participation count heavily toward the final grade. Participants should expect several shorter (2-3 pages), practice-oriented writing assignments.

              773

              Research Methods in Business Law 1
              • JD - general credits
              • International LLM/Exchange/SJD - general credits
              • International LLM, Business Law Certificate
              1. Spring 17
              2. Spring 18
              3. Spring 19
              • Practical exercises
              • In-class exercise
              • Class participation

              This one-credit seminar in advanced legal research will introduce students to specific sources and strategies for researching a variety of business law topics, including corporations, securities, and commercial bankruptcy and reorganization. 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 research, among others. The course will emphasize research process, strategies, and evaluation of print and online sources in a changing information environment. Students will develop their research skills through a variety of hands-on exercises. Grades will be based on in-class and take-home research exercises, class participation, and a final research project.

              Because this is a fast-track course, attendance at the first class session is mandatory.

              775

              Corporate Ethics 1
              • JD - general credits
              • International LLM/Exchange/SJD - general credits
              • International LLM, Business Law Certificate
              1. Fall 17
              2. Fall 18
              • 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 - general credits
              • JD - experiential learning
              • JD-LLM-LE - general credits
              • LLM-LE (1 year) - general credits
              • International LLM/Exchange/SJD - general credits
              • International LLM, Business Law Certificate
              1. Fall 16
              2. Spring 17
              3. Fall 17
              4. Spring 19

              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
              • JD-LLM-LE - required courses
              • LLM-LE (1 year program) - required courses
              1. Fall 16
              2. Fall 17
              3. Fall 18

              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 - general credits
              • International LLM/Exchange/SJD - general credits
              1. Spring 17
              2. Spring 18
              3. Spring 19

              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.

              782

              Deal Skills II: Negotiating and Documenting Joint Venture Arrangements 3
              • JD - general credits
              • LLM-LE (1 year) - general credits
              • International LLM/Exchange/SJD - general credits
              • International LLM, Business Law Certificate
              1. Spring 18

              This course is designed to prepare students for transactional law practice. Like "Deal Skills for the Transactional Lawyer" (Course # 777), this course will be highly "hands-on." Students will be assigned to lawyer teams and will represent their clients in structuring, negotiating and documenting a hypothetical joint venture arrangement. In addition to providing practical skills training, the course offers students an opportunity to explore a form of corporate transaction – the "joint venture" – that is widely used in the business world but is not covered in typical law school M&A courses.

              Topics covered will include:

              • The nature of joint venture arrangements (and how they differ from other M&A transactions)
              • Factors affecting the choice of structure for a joint venture
              • Antitrust issues affecting joint ventures
              • Intellectual property issues arising in connection with joint ventures
              • Conducting due diligence in the context of a joint venture arrangement
              • Understanding the "business deal" and translating it into contract language
              • The basic elements of a typical Joint Venture Agreement
              • Ancillary agreements common to joint venture arrangements (including LLC Agreements, Operating Agreement for the business, intellectual property or technology licenses, etc.)
              • Drafting Joint Venture Agreements and related documents
              • Strategies for negotiating the terms of a joint venture arrangement

              Student teams will complete a series of drafting assignments, including a client memorandum recommending a structure for the joint venture; Due Diligence Requests and a Due Diligence Report; a complete Joint Venture Agreement (drafted in stages over several weeks) and ancillary agreements (including an Operating Agreement for the joint venture business). Students will also participate in a series of "Negotiation Exercises" during which they will negotiate the provisions of their draft agreements with opposing counsel. The Negotiation Exercises will be videotaped and reviewed in class to reinforce students' negotiation techniques.

              796

              Writing in Civil Practice: Sport Arbitration 2
              • JD - general credits
              • JD - experiential learning
              • International LLM/Exchange/SJD - general credits
              1. Fall 16
              2. Spring 18
              • Final paper (10+ pages in length)
              • Practical exercises
              • Class participation

              This advanced writing seminar will help prepare students for the types of writing that are common to all civil litigation, while introducing them to oral and written advocacy in an arbitral setting. As access to courts becomes increasingly difficult due to overcrowding and budgetary constraints, and given the limited number of cases that make it to trial due to the cost of litigation, familiarity with the process of litigating in an alternative forum is critical for today's practitioners. Assignments will arise from a hypothetical arbitration over the proper interpretation of a provision in a collective bargaining agreement between a sports organization and its players' union. .