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 filters54 courses found.
Course Number Course Title Course Credits Degree Requirements Semesters Taught Methods of Evaluation

740

Data and Democracy 2
  • JD - Substantial Research and Writing Project requirement (SRWP), option
  • JD - general credits
  • International LLM/Exchange/SJD - general credits
  1. Spring 19
  • Final research paper (25+ pages in length)
  • Class participation

Russian interference of the 2016 presidential election and the 2018 midterm elections have exposed unprecedented vulnerabilities: shortcomings to national cybersecurity policy and the failure to develop effective cyber threat deterrents; underregulation of social media platforms and Internet governance; how best to safeguard voter data and consumer data; and what federal oversight of election administration and voting systems may be necessary while still respecting federalism principles and state sovereignty. Multiple intelligence reports have described the interference as an “influence campaign” that blended covert cyber operations, and overt propaganda and misinformation operations. This seminar will explore how best to address the legal and policy challenges posed by the foreign interference in U.S. elections. The course will explore how policy and corporate reform efforts can be shaped by the emerging fields of cyber ethics and data ethics. The seminar will include a close examination of intelligence reports, the Special Counsel’s indictments, and other original source material to better understand the nature of foreign interference in US elections. It will also include an in-depth discussion of interdisciplinary work authored by experts in multiple fields: data and information science, ethics, privacy law, cybersecurity, national security, federalism, state and local governments, corporate governance, election law and voting rights, media and communications law, internet governance, civil rights and civil liberties, international relations, and political science and political theory. For graduate students and law students, regular participation will be supplemented by additional reading assignments and more in-depth research requirements, including an expectation to pursue original source research.
Graduate and law students will also meet separately with the instructor throughout the semester to discuss the supplemental reading assignments and research progress, and will have an opportunity to present their research findings at the conclusion of the semester.  This course may be used by law students to satisfy the Substantial Research and Writing Project degree requirement.

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.

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.

270

Intellectual Property 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
  • International LLM, Intellectual Property Certificate
  1. Fall 16
  2. Spring 17
  3. Fall 17
  4. Fall 18
  5. Spring 19
  • Final Exam

A comprehensive introduction to the principal theories of trademark law and unfair competition, copyright law, patent law, and related state and federal doctrines.

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.

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.

    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.

    331

    Introduction to Privacy Law and Policy 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
    1. Spring 19
    • Final Exam
    • Class participation

    This course on privacy law and policy examines the ways in which the United States’ legal framework recognizes privacy rights or interests and balances them against competing interests, including, among others: freedom of speech and press, ever-expanding uses of big data, national security and law enforcement, medical research, business interests, and technological innovation. The course will address the ways that torts, constitutional law, federal and state statutes and regulations, and societal norms protect individual privacy against government, corporations and private actors in a variety of areas including: employment, media, education, data security, children’s privacy, health privacy, sports, consumer issues, finance, surveillance, national security and law enforcement. The course will also consider the significantly different approach to information privacy in the European Union and the importance of the new EU General Data Protection Regulation (GDPR), which became effective May 2018.  The course may also address briefly privacy issues and laws in an additional country, such as China, for purposes of further comparison.  Students will gain a broad understanding of the breadth, diversity and growing importance of the privacy field.

    333

    Science Law & Policy 3
    • JD - general credits
    • LLM-LE (1 year) - general credits
    • International LLM/Exchange/SJD - general credits
    • International LLM, Environmental Law Certificate
    • International LLM, Intellectual Property Certificate
    1. Fall 16
    2. Fall 17
    3. Fall 18
    • Final Exam
    • Reflection Papers
    • Practical exercises
    • In-class exercise
    • Class participation

    What are the government policies that support science? How is science regulated and controlled? What can science contribute to law and policy? How do the states, the federal government and international agencies interact to set science policy? How do disparate regulations and law impact research and translation? How is scientific research funded? These questions and more will be explored by looking at the interaction of law, science, and policy. The class is a mix of law, ethics and science students, and learning how to talk to one another in a common language is an important element of the course. Classes will include consideration and analysis of cases studies. There are no prerequisites for the course, and there is no requirement that students have either graduate or upper-level undergraduate training in the sciences. Course evaluation will be based on class participation, student presentation, weekly discussion questions, a short paper, and a final exam.

    335

    Private Equity and Hedge Funds 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

    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.

    341

    FDA Law & Policy 3
    • JD - general credits
    • International LLM/Exchange/SJD - general credits
    • International LLM, Intellectual Property Certificate
    • Public Interest Certificate: General Elective
    1. Spring 17
    2. Spring 18
    3. Spring 19
    • Final Exam

    Introduction to basic principles of food and drug laws and examination of how significant doctrines of constitutional, administrative, and criminal law have been elaborated and applied in the food and drug context. The United States Food and Drug Administration has a pervasive role in American society: it is often said that the agency regulates products accounting for twenty-five cents of every dollar spent by consumers. Exploration of the complex interplay of legal, ethical, policy, scientific, and political considerations that underlie the FDA's regulatory authority, its policy-making, and its enforcement activity. 3 units.

    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

    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.

    369

    Patent Law and Policy 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
    1. Fall 16
    2. Fall 17
    3. Fall 18
    • Final Exam

    This course provides a comprehensive introduction to patent law and policy. No technical background is required. The course begins by addressing the history of patents as well as the policy arguments for and against using patents as a mechanism for inducing innovation. Following this introduction, students learn the basics of patent drafting and prosecution, patent claims, and claim construction. The class then addresses in depth the central patentability criteria of subject matter, utility, nonobviousness, and disclosure. Other topics of importance that are covered in the class include: the relationship between patents and other forms of intellectual property protection, particularly trade secrecy and copyright; the intersection of patent and antitrust law; the role of the two major institutions responsible for administering the patent system, the Patent and Trademark Office and the Court of Appeals for the Federal Circuit; and the role of patents in the two major industries of the knowledge-based economy, information technology and biotechnology.

    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.

    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).

    428

    Advanced Community Enterprise Clinic 2
    • 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 17
    2. Fall 17
    3. Spring 18
    4. Spring 19
    • Group project
    • Practical exercises
    • Live-client representation and case management
    • Class participation

    This two-credit course is available to students who have participated in one semester in the community enterprise clinic and wish to participate for a second semester. Students may enroll only with approval of the Director of the Clinic. Placements may be available in the event that the clinic is not fully enrolled with first-time participants, and in exceptional situations, when the clinic director determines it would be in the best interest of the clinic to make an exception to the usual maximum enrollment. Students enrolled in Advanced Clinical Studies are required to participate fully in the case work portion of the clinic, performing 100-120 hours of client representation work, but will not be required to attend the class sessions.

    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 for Lawyers 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.

    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.

    475A

    Law & Policy Lab 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. Fall 17
    2. Fall 18
    • Final paper (10+ pages in length)
    • Class participation

    The tech-savvy lawyer-leader of tomorrow must understand blockchains. Blockchains—decentralized databases that are maintained by a distributed network of computers—present manifold challenges and opportunities, including unprecedented potential to disrupt financial systems, to support civic participation and democratize access to resources, and even to change what we understand “law” to be.

    As this set of technologies rapidly emerges, we must consider the extent to which we allow regulation and government intervention, balancing the maintenance of social norms against the need to let a nascent technology innovate. Moving forward, as decentralized networks possibly replace centralized systems, we must find ways to maintain rule of law through appropriate legal and regulatory levers. This course aims to help each of us become active participants in these endeavors.

    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.

    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.

    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.

    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.

    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.

    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.

    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.

    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.

    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.

    592

    Frontier AI & Robotics: Law & Ethics 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
    1. Spring 17
    2. Spring 18
    3. Spring 19
    • Reflection Papers
    • Final paper (10+ pages in length)
    • In-class exercise
    • Class participation

    Robots, with us for several generations already, were long confined to narrow uses and trained users, assembling our vehicles and moving our products behind the scenes. In recent years, robotic tools have begun to step out of the back room and take center stage. Even more, these tools are fueled by constantly advancing artificial intelligence and machine learning tools that allow them to participate in the world of the mind as much as the world of muscle. Are we ready? Probably not. Surely our legal systems and ethical frameworks must evolve. We must find ways to ensure that human-robot interactions occur in ways that are safe and are consistent with our cultural values. We must take care that our policies and laws provide artificial intelligence tools with the direction we need without quashing or hindering the innovations that could improve our lives.

    The course will bring together three core areas: (1) law, (2) ethics/science policy, and (3) applied technology/science

    Because frontier technologies challenge existing legal regimes and ethical frameworks, this course encourages law and ethics students to interact with technologists who are actively developing these new, disruptive technologies. In this case, students may shadow roboticists at Pratt's robotics labs (primarily the Humans and Autonomy Lab—HAL) or hear from leaders of local drone or BCI (brain-computer interface) companies.

    Beyond time spent with technologists, time spent for class preparation, and in-class time, each student in Frontier AI & Robotics: Law & Ethics will be required to complete a substantial research-based writing piece that adds to current legal/policy discourse. While outputs for such writing will depend on each student's area of focus and the outlets where his or her research can have the most influence, there are several outlets that students are most likely to employ, including the Robotics track of http://sciencepolicy.duke.edu/, where students will comment on legislative proposals, offer white papers, build research repositories, etc.

    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.

    683

    Patent Litigation 2
    • JD - general credits
    • International LLM/Exchange/SJD - general credits
    • International LLM, Intellectual Property Certificate
    1. Spring 18
    • Reflection Papers
    • Oral presentation

    This course will cover the basic aspects of patent infringement litigation, beginning with the pre-suit investigation and covering basic phases of the process through trial, including the initial pleadings, discovery, the Markman claim construction phase, pretrial and trial. The main focus will be on the practical aspects of this growing form of commercial litigation. Students would need to have completed, or be concurrently enrolled in, Patent Law to enroll in this course. Students will be assessed on the basis of two writing assignments, a Markman/claim construction brief and a summary judgment motion, and on an oral argument on their brief.

    2 credits.

    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.

    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.

      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.

      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.