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

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

JD/LLM in International & Comparative Law

JD/LLM in Law & Entrepreneurship

International LLM - 1 year

Certificate in Public interest and Public Service Law

Areas of Study & Practice

Clear all filters 119 courses found.
Number Course Title Credits Degree Requirements Semesters Taught Methods of Evaluation

130

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

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

202

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

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

Students will be required to participate in class discussions, and will have the option of writing a 25-30-page research paper OR taking a take-home exam. Paper topics must be approved by the instructor, who will be glad to make suggestions (some of which will involve local field research).

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

203

Business Strategy for Lawyers 3
  • JD elective
  • LLM-LE (JD) required
  • IntlLLM/SJD/EXC elective
  • IntlLLM Business Cert
  • IntllLLM IP Cert
  • Fall 20
  • Fall 21
  • Fall 22
  • Final Exam
  • Research and/or analytical paper(s), 5-10 pages
  • Class participation

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

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

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

205

Antitrust 3
  • JD elective
  • LLM-LE (JD) elective
  • IntlLLM/SJD/EXC elective
  • IntlLLM Business Cert
  • IntllLLM IP Cert
  • PIPS elective
  • Fall 20
  • Spring 22
  • Final Exam

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

A final exam will be offered.

207

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

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

210

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

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

215

Commercial Transactions 4
  • JD elective
  • LLM-LE (JD) elective
  • IntlLLM NY Bar
  • IntlLLM/SJD/EXC elective
  • IntlLLM Business Cert
    • 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.

    218

    Comparative Law 3
    • JD SRWP, option
    • JD elective
    • LLM-ICL (JD) required
    • LLM-ICL (JD) writing, option
    • IntlLLM/SJD/EXC elective
    • IntlLLM writing, option
    • Fall 21
    • Fall 22
    • Research paper, 25+ pages
    • Class participation

    This course provides an overview of comparative law. We will learn about the differences and similarities, both real and perceived, between different legal orders. We will compare both civil law and common law systems, and authoritarian and liberal legal systems. We will also investigate the rise and fall of foreign legal studies in the U.S., from soviet law in the 1960s-1970s, Japanese law in the 1980s-1990s, European Union law in the early 2000s, and Chinese law in the recent decade. We will investigate the impact of American law on foreign countries and international law, and foreign law in American courts. On a theoretical level, we will try to understand what it means to "compare", and how it can help us both to understand other legal systems as well as our own.

    Class participation: 10%; 4 response papers (1 page per paper): 20%; final paper (26 pages minimum): 70%. JD students have an option to write a longer paper (30 pages minimum) to satisfy their writing requirements. Please seek the instructor's approval for this writing credit by the end of October. 

    227

    Use of Force in International Law 2
    • JD SRWP, option
    • JD elective
    • LLM-ICL (JD) elective
    • IntlLLM/SJD/EXC elective
    • IntlLLM writing, option
    • PIPS elective
    • Fall 20
    • Fall 21
    • Fall 22
    • Reflective Writing
    • Research paper option, 25+ pages
    • Research and/or analytical paper(s), 20+ pages
    • Oral presentation
    • Class participation

    This fall-only seminar is designed to introduce students with limited familiarity with international law to principles involved in the use of force during periods of putative peace. It will explore, for example, what circumstances constitute an “act of war” in variety of situations.

    The course will analyze when and how force may be used in self-defense and will survey topics such as humanitarian intervention, hostage rescue, air defense identification zones, freedom of navigation operations, use of force in the cyber domain, and the legal aspects of international counter-piracy and counterterrorism operations (including drone strikes). Efforts to limit the use of force in outer space as well as the implications of nuclear weapons and the emergence of autonomous weaponry will be explored.

    Case studies and current news events will be examined in conjunction with the covered issues. In addition, students will get an overview of the practical issues associated with the use of force, to include the weaponry, planning, and military techniques involved.

    This course obviously addresses the use of force in international law. Accordingly, class instruction will inevitably include written, oral, and visual depictions of physical force and violence—and occasionally extreme representations of the same.

    There is no textbook for this course, but there will be a course pack along with materials (students may be required to purchase the course pack, but the cost will not exceed $25).

    There is no examination, but a 20-page paper (constituting 60% of the grade) is required on a topic chosen by the student and approved by the instructor. With instructor approval, the course paper may fulfill the Substantial Research and Writing Project or other writing requirements provided it is at least 30 pages in length and otherwise complies with SRWP requirements. The remainder of the grade (40%) is based on the quality and frequency of class participation, and may require the preparation of short presentations, and response papers.

    242W

    Social Justice Lawyering, Writing Credit 1
    • JD SRWP
    • JD elective
    • IntlLLM/SJD/EXC elective
    • IntlLLM writing
    • PIPS elective
    • Fall 20
    • Fall 21
    • Fall 22
    • Research paper, 25+ pages

    While enrolled in Law 242 Social Justice Lawyering, with prior professor approval, students may submit a 30-page research paper and earn an additional one credit for the course. This paper is in addition to all the other course requirements, including the written assignments, but may be related to your case study presentation.

    The paper may be used to satisfy the upper level writing requirement, the LLM writing requirement, and/or the JD/LLM writing requirement. You must email Professor Gordon or McCoy by the end of the Registration Period and after enrolling in 242 Social Justice Lawyering if you would like to seek this additional credit; there are very limited spots, which will be awarded on a first-come, first-served basis.

    244

    The Business and Economics of Law Firms 1
    • JD elective
    • IntlLLM NY Bar
    • IntlLLM/SJD/EXC elective
    • IntlLLM Business Cert
    • Fall 20
    • Fall 21
    • Fall 22
    • Reflective Writing
    • Group project(s)
    • Practical exercises
    • Class participation

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

    255

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

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

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

    260

    Financial Accounting 3
    • JD elective
    • LLM-LE (JD) elective
    • IntlLLM/SJD/EXC elective
    • IntlLLM Business Cert
    • Fall 20
    • Fall 21
    • Fall 22
    • 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 elective
    • LLM-LE (JD) required
    • IntlLLM/SJD/EXC elective
    • IntlLLM Business Cert
    • IntllLLM IP Cert
    • Fall 20
    • Spring 21
    • Fall 21
    • Spring 22
    • Final Exam

    This course provides an introduction to copyright, trademark, and (to a lesser extent) patent law and trade secrecy. It does not require a technical background of any kind.  The course begins with an introduction to some of the theoretical and practical problems which an intellectual property regime must attempt to resolve; during this section, basic concepts of the economics of information and of the First Amendment analysis of intellectual property rights will be examined through a number of case-studies. The class will then turn to the law of trademark, copyright, and patent with a particular emphasis on copyright, developing the basic doctrinal frameworks and discussing the advantages and disadvantages of each. We will focus in particular on a number of areas where the theoretical tools developed at the beginning of the class can be applied to actual problems involving a full panoply of intellectual property rights; these areas include intellectual property on the Internet, the constitutional limits on intellectual property, and innovation, monopoly and competition in the technology sector. The overall theme of the course is that intellectual property is the legal form of the information age and thus that it is important not only for its enormous and increasing role in commercial life and legal practice, but also for its effects on technological innovation, democratic debate, and cultural formation. Much of our doctrinal work will be centered around a series of problems which help students build skills and learn the law in a highly interactive setting. You can also download the casebook for the class here – for free – to give you a sense of the topics that are covered. 

    287

    Principles of Commercial and Bankruptcy Law 4
    • JD elective
    • LLM-LE (JD) elective
    • IntlLLM NY Bar
    • IntlLLM/SJD/EXC elective
    • IntlLLM Business Cert
    • PIPS elective
    • Fall 20
    • Fall 21
    • Fall 22
    • Final Exam

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

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

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

     

    288

    Consumer Bankruptcy & Debt 2
    • JD SRWP, option
    • JD elective
    • IntlLLM/SJD/EXC elective
    • IntlLLM writing, option
    • IntlLLM Business Cert
    • PIPS elective
    • Spring 21
    • Fall 21
    • Fall 22
    • Reflective Writing
    • Research paper option, 25+ pages
    • Research and/or analytical paper(s), 10-15 pages
    • Oral presentation
    • Class participation

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

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

    298

    Ocean and Coastal Law and Policy 2
    • JD elective
    • LLM-ICL (JD) elective
    • IntlLLM/SJD/EXC elective
    • IntlLLM writing, option
    • IntlLLM Environ Cert
    • PIPS elective
    • Fall 20
    • Fall 21
    • Fall 22
    • Final Exam

    This course explores laws and policies that affect decisions on United States ocean and coastal resources. We examine statutes, regulations, attitudes, and cases that shape how the United States (and several states) use, manage, and protect the coasts and oceans out to – and sometimes beyond – the 200-mile limit of the Exclusive Economic Zone. We cover government and private approaches to coastal and ocean resources, including beaches, wetlands, estuaries, reefs, fisheries, endangered species, and special areas.

    The final grade for this course will be based upon several factors, including a final exam, discussion team memos and presentations, and class participation.

    304

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

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

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

     

    306

    Corporate Crime 4
    • JD elective
    • IntlLLM/SJD/EXC elective
    • IntlLLM Business Cert
    • Spring 21
    • Fall 21
    • Fall 22
    • Final Exam
    • Class participation

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

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

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

    307

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

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

    312

    Cybercrime 2
    • JD elective
    • IntlLLM/SJD/EXC elective
    • IntlLLM Business Cert
    • IntllLLM IP Cert
    • PIPS elective
    • Spring 21
    • Spring 22
    • Fall 22
    • Reflective Writing
    • Research and/or analytical paper(s), 10-15 pages
    • Class participation

    The course will survey the legal issues raised by cyber-related crime. The bulk of the course will be organized around two overarching themes: (1) substantive criminal law (i.e., the scope, structure, and limitations of the criminal laws that reach cyber-related crime); and (2) criminal procedure (i.e., the scope, structure, and limitations of the privacy laws and constitutional principles that regulate law enforcement investigations of cyber-related crime).  Along the way, we will also consider topics that frequently arise in cyber-related investigations and prosecutions, such as:  jurisdictional issues (e.g., federal/state dynamics and international cooperation in collecting evidence); national security considerations (e.g., state-sponsored intrusions and IP theft, terrorists’ use of the internet, government surveillance); and encryption.  We will make regular use of contemporary case studies, including several drawn from my own experience in the national security arena.  We will also examine threats that pose particularly difficult legal and policy challenges, such as foreign interference in U.S. elections and misinformation.

    319

    Analytical Methods 2
    • JD elective
    • LLM-LE (JD) required
    • IntlLLM/SJD/EXC elective
    • IntlLLM Business Cert
    • Fall 20
    • Fall 21
    • Fall 22
    • Final Exam
    • Practical exercises
    • Class participation

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

    The areas of focus include:

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

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

    320

    Water Resources Law 2
    • JD SRWP
    • JD elective
    • IntlLLM/SJD/EXC elective
    • IntlLLM writing, option
    • IntlLLM Environ Cert
    • PIPS elective
    • Spring 21
    • Spring 22
    • Research paper, 25+ pages

    This survey course studies the legal and policy issues governing water resource allocation in the United States. Students will be introduced to both the Prior Appropriation systems of the western United States and the Reasonable Use systems dominating the eastern states. We will study the law applied to groundwater use as well as laws and regulations governing the institutions who allocate water resources. We will also discuss the Safe Drinking Water Act and how environmental justice relates to water resource management.

    321

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

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

    323

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

    The course will focus on the process by which a corporate debtor reorganizes under 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 three perspectives: the underlying business and economic dynamics that lead both to the debtor's financial crisis and to its potential to rehabilitate through a plan of reorganization; the supervision of a debtor by the bankruptcy court; and the reality that virtually all commercial transactions and financial contracting occur in the “shadow” of bankruptcy law and its potential to alter rights and obligations.

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

     

    324

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

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

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

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

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

      325

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

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

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

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

      326

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

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

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

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

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

      335

      Private Equity and Hedge Funds 3
      • JD elective
      • LLM-LE (JD) elective
      • IntlLLM/SJD/EXC elective
      • IntlLLM Business Cert
      • Spring 21
      • Fall 22
      • Final Exam
      • Practical exercises
      • Class participation

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

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

      Spring 2021

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

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

      336

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

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

      339

      Law and Literature 3
      • JD elective
      • IntlLLM/SJD/EXC elective
      • IntlLLM writing, option
      • Fall 20
      • Fall 21

      This course concentrates on possible relationships between law and literature. The major themes will be the depiction of law and lawyers in popular and highbrow fiction; the relationship between the interpretation of legal and literary texts; law in utopia and dystopia; crime, punishment and racial justice and the romantic conception of authorship. Fair warning: the course involves considerable reading – but almost all of it consists of works of fiction. For the final exam, which you will have 2 weeks to complete, you will be given a list of very broad essay topics brought up by the books we have read, and will write 2, 2000 word essays on the topics of your choice.

      358

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

      This course will focus on 3 different stages in the life of a company:  startup, growth, and private equity at the investment-bank/PE-fund scale (over half the semester is concentrated on this last category). 

      The format for this course is unique. 

      Teams of students (with diverse backgrounds) will act as investment-banking teams.  Each team will be given a small number of assignments relating to startups and growth equity.  Then, each team will focus on a capstone project for more than half the semester.  The scenario is that a well-known public company has asked the team to help it chose one of two public companies as an acquisition target.  The final work product will be an in-depth analysis of the client company and a reasoned selection of one of the two potential targets.  Each team will explain the basis for their selection in a report to the client and recommend a structure for the transaction to ensure the most efficient use of capital and markets.  These reports will be presented to the other members of the class at the end of the semester. 

      Previous classes produced work rivaling that produced by some of the finest financial institutions in the world. 

      The lectures provide the foundation to complete the various assignments.  When the course is over, each student will have gained an understanding of deal-making that will set them apart from their colleagues from other educational institutions. 

      359

      Introduction to Law and Economics 3
      • JD elective
      • IntlLLM/SJD/EXC elective
      • IntlLLM Business Cert
      • Spring 22
      • Final Exam

      Law and economics is one of the most influential schools of thought in modern legal theory. The ideas propounded by the economic analysis of law are gaining increasing traction in court decisions as well as in legal policy. This course explores the methodology of economic analysis in the legal context and discusses several of its provocative insights. This course will examine the major contributions of the economic analysis of law in the classical common law categories of contract, tort and property, as well as in other areas that may not initially appear to be amenable to economic reasoning. The course does not require any background in economics.

      Grades: 100% of the grade will be based on the final exam.

      360

      International Taxation 2
      • JD elective
      • LLM-ICL (JD) elective
      • IntlLLM/SJD/EXC elective
      • IntlLLM Business Cert
      • Spring 21
      • Spring 22
      • Final Exam

      This course covers the basic rules governing the U.S. income taxation of international business and investment transactions. After a brief explanation of basic American income tax concepts, the principal rules of taxation relating to income of American taxpayers that is earned abroad, and the income of foreign taxpayers that is earned in the U.S., will be described and discussed. The course will then focus on how the United States’ rules interact with taxation systems in other countries, exploring the concepts of source of income and residence of the taxpayer, and their role in the tax rules relating to international trade. The course will also include consideration of the role of bilateral tax treaties as a means of promoting crossborder investments and international trade through the avoidance of international double taxation. The OECD model treaty will be examined as an illustration of the interaction between double tax treaties and domestic regulations. The course will also describe and discuss the role of transfer pricing in tax avoidance efforts by business taxpayers, especially U.S. multinational corporations.  Finally, the course will explore recent developments in the international effort to reduce tax-base erosion and income shifting among taxing jurisdictions.

      361

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

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

      368

      Natural Resources Law and Policy 2
      • JD SRWP, option
      • JD elective
      • IntlLLM/SJD/EXC elective
      • IntlLLM writing, option
      • IntlLLM Environ Cert
      • PIPS elective
      • Fall 20
      • Fall 21
      • Fall 22
      • Research paper, 25+ pages
      • Class participation

      The law of how we use nature - timber, mining, bioversity, fisheries, water rights, and agriculture. Also an introduction to the historical and constitutional geography of American public lands: the national parks, forests, wilderness system, and grazing lands, and disputes over federal versus local control of these. There is special attention to the historical and political origins of our competing ideas of how nature matters and what we should do with it, from economically productive use to outdoor recreation to preserving the natural world for its own sake. Attention also to the complicated interplay of science and law.

      369

      Patent Law and Policy 3
      • JD elective
      • LLM-LE (JD) elective
      • IntlLLM/SJD/EXC elective
      • IntlLLM Business Cert
      • IntllLLM IP Cert
      • Fall 20
      • Fall 21
      • Fall 22
      • 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.

      370

      Modes of Legal Argument 3
      • JD SRWP, option
      • JD elective
      • IntlLLM/SJD/EXC elective
      • IntlLLM writing, option
      • Spring 21
      • Fall 21
      • Research paper option, 25+ pages
      • Research and/or analytical paper(s), 15 pages
      • Class participation

      Introduction to Legal Theory: Modes of Legal Argument is a 3-credit seminar with enrollment capped at 12, and a final paper that can be used to satisfy the Substantial Research and Writing Project. 

      The course will be organized around a set of essential questions, all vital to the ways we argue about the law. The major schools of legal and constitutional interpretation will be explored.  For example, we will discuss formalism and textualism, purposivism, originalism, process theory, economic analysis, realism and legal pluralism. Each of these theories has an answer to the question, what is the right way to interpret a legal text?  Beyond the text, what modes, or forms of argument are permissible, or mandatory, within our legal tradition?   But each of those inquiries depends on deeper questions. Where does law come from? What, if anything, makes it legitimate? It will also deal with some concrete examples in which those modes of legal argument are tested and deployed:  Does the law create the market economy, or is there a pre-existing template for market economies that frames and limit the interpretation of the laws that govern those markets?  The public/private distinction is central to a liberal society: do we have a consistent or principled way of interpreting those boundaries? How should our understanding of law be affected by the fact that we live in a democratic country, a free-market country, a country with a written constitution? We will consider and approach these questions by way of major schools of legal thought, testing the theoretical approaches against  concrete  problems the legal system has had to address, and the shapes these problems take today. 

      Requirements:  The class requirements include regular Sakai postings on the readings.  Those who are using the paper to satisfy the Substantial Research and Writing Paper will write a 25-30 page final paper on an approved topic, going through the normal process of first draft, conference and revision.  Those who are not will write a 15 page final paper, either on an approved topic of your choice or on one assigned by the instructor.    No prior exposure to legal theory, philosophy or political theory is required.

      379

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

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

      Partnership Tax is offered in fall semester only.

      384

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

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

      390

      Structuring and Regulating Financial Transactions 3
      • JD elective
      • IntlLLM NY Bar
      • IntlLLM/SJD/EXC elective
      • IntlLLM Business Cert
      • Spring 21
      • Spring 22
      • Final Exam

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

      427

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

      Operating like a small private law firm, this clinic will provide students interested generally in business law practice and/or in specializing in working with nonprofit organizations 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.

      Clinics Enrollment Policy

      Important:

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

      Ethics Requirement

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

      441

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

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

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

      For the spring semester of the 2021-2022 academic year, we expect that the seminar component of the Clinic, as well as individual supervision meetings, will be taught in person. To the greatest extent possible, our work with clients and with each other, will be in person. However, given that our clients are located throughout North Carolina, and even in other states, we will continue to actively engage with them via Zoom and other electronic means.  

      Important:

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

      Ethics Requirement

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

      460

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

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

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

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

       

      473

      Scholarly Writing Workshop 3
      • JD SRWP
      • JD elective
      • IntlLLM/SJD/EXC elective
      • IntlLLM writing
      • Fall 20
      • Spring 21
      • Fall 21
      • Spring 22
      • Fall 22
      • Research paper, 25+ pages
      • Class participation
      • Other

      In a workshop led by a faculty member, students will produce an original analytic paper of substantial length (ordinarily at least 30 pages). Papers must involve significant and thorough independent research, be well-written, and provide appropriate sourcing. Participants are free to choose any topic that may be addressed seriously in an article-length piece and that may be written during one semester. Papers produced in the workshop are expected to satisfy the JD or LLM substantial research and writing project requirement.

      In the workshop, participants will learn about the conventional features of academic legal writing, conduct research into and hone their topics, write and give each other feedback on first and second drafts, and complete a final draft of their paper. The faculty member leading the workshop will also provide feedback and will, as appropriate to each participant's paper topic, facilitate introductions to other faculty who may be of assistance.

      Because of the nature of this course it is exempt from Rule 3-1's median requirement.  Nevertheless, the expectation is that work produced in the workshop will be very strong.

      Attendance is required at the first class meeting and students should come prepared with an intended paper topic. Those wishing to drop the course must do so within one day following the first class.

      International LLM students must be pre-certified to enroll. Interested students should check with the Office of International Studies before enrolling.

      475A

      Law & Policy Lab: Data Governance 2
      • JD elective
      • LLM-LE (JD) elective
      • IntlLLM/SJD/EXC elective
      • IntlLLM Business Cert
      • IntllLLM IP Cert
      • Spring 22
      • Simulated Writing, Transactional
      • Reflective Writing
      • Group project(s)
      • Class participation

      Focus: Health Data and Learning Health Networks 

      Data Governance 


      Data-savvy lawyers and practitioners must be able to work across disciplines, solve modern problems, and steward organizations of all stripes through digital issues. This course focuses on digital governance: how organizations and communities make decisions about data, code, their missions, and their membership, and how those decisions can break down or reinforce systems of structural exclusion. 

      Here, students will learn how to design, build, and govern effective data communities. They will navigate realistic scenarios and attempt to build equitable collaborations around shared missions and values. And they will use the tools of the law to build policies, procedures, and accountability structures to ensure that stakeholder communities’ data is protected and productive, and that data outputs accrue to the benefit of all. 

      Health Data and Learning Health Networks
       
      In this simulation class, law and graduate students will attempt to organize and govern a health data collaboration. Students will work with each other and industry mentors to role-play as hospital administrators, principal investigators, and patient advocates, and decide whether and how to collaborate and share data with one another. 

      This class will go beyond negotiating a data-sharing agreement between multiple parties. Students will need to decide who should be involved in their collaboration, how it should be governed, how it should manage risks, and what policies and procedures should be in place to run the collaboration, keep data safe, and maintain trust among community members. Finally, using the governance models you’ve designed, students will make decisions about data-sharing and other scenarios. 

      In addition to the simulation, the class will include a series of short guest lectures on health data and data governance from leaders in the field.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.

      478

      Real Estate Transactions and Litigation 3
      • JD elective
      • JD experiential
      • LLM-LE (JD) elective
      • IntlLLM/SJD/EXC elective
      • IntlLLM Business Cert
      • Spring 22
      • Simulated Writing, Transactional
      • Practical exercises
      • Class participation

      Students will be introduced to the core types of real estate transactions practicing attorneys are likely to encounter, with a particular focus on how certain issues and relationships common to such transactions first impact document negotiation and later often lead to disputes and litigation. The course will explore these transaction types through actual case studies to identify and reinforce key business considerations, areas of friction and disagreement, and transactional/litigation strategy. Class meetings will include either a group or individual exercise on transactional drafting, negotiation or litigation strategy on which students will be graded. The course will conclude with a final simulation in which students will be given fact patterns regarding a hypothetical transactional dispute and asked to: (i) “mark-up” and revise select contract provisions from a selection of the various transactional types studied during the course; and (ii) evaluate and analyze the issues most likely for dispute.

      512

      Bail Reform 1
      • JD SRWP with add-on credit
      • JD elective
      • IntlLLM/SJD/EXC elective
      • LLMWriting option with additional credit
      • PIPS elective
      • Spring 22
      • Reflective Writing
      • Class participation

      Bail practices define who is held in jail in the United States.  Most people held in jails are awaiting trial, and in turn, most of those people cannot afford to pay a cash bond to secure their release.  This seminar will examine the unique system of pretrial detention in the United States, from historical, legal, social, and policy perspectives. We will read leading Supreme Court cases, recent civil rights challenges and judicial rulings regarding bail practices, bail reform legislation, and empirical literature regarding the impacts of pretrial decisions and supervision on people's lives and social outcomes. Students will write short reaction papers regarding each of week's reading, and may also choose to write a more substantial research paper if they wish to earn a second credit. 

      512W

      Bail Reform, Writing Credit 1
      • JD SRWP
      • JD elective
      • IntlLLM/SJD/EXC elective
      • IntlLLM writing
      • PIPS elective
      • Spring 22
      • Research paper, 25+ pages

      While enrolled in LAW 512 Bail Practice, students who plan significant research projects on related topics may register for LAW 512W in order to satisfy the JD Substantial Research and Writing Project.

      515

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

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

      517

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

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

      517W

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

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

      519

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

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

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

      523

      Law of the Sea 1
      • JD elective
      • IntlLLM/SJD/EXC elective
      • IntlLLM Environ Cert
      • IntlLLM Business Cert
      • PIPS elective
      • Spring 22
      • Reflective Writing
      • Class participation
      Updated: November 12, 2021

      This 1-credit course offers a brief introduction to the customary rules, cases and treaties that constitute the international law of the sea: the legal regime regulating activities of coastal, flag and port states across 70 percent of the earth’s surface.

      During our short time together (we should complete this fast-track course before spring break) we will seek to cover the breadth of this wide-ranging area of international law while also diving deep into specific topics. Like the law of the sea, the course will emphasize the jurisdictional zones that have been created over centuries of practice, adjudication and codification, and which dictate and have been shaped by the balance of coastal state and flag state interests in ocean uses and resources.

      Our deep dives will be guided in part by your specific interests, and could cover issues such as fisheries; deep seabed mining and oil and gas extraction; marine environmental protection; dispute settlement; baselines, limits and boundaries; submarine pipelines and cables; piracy, terrorism and military activities; or shipping, salvage and shipwrecks.

      Weekly readings will come from academic journals, popular press sources, treaty texts, case decisions and textbook excerpts. In order to participate in class discussion, assigned material must be read in advance of our meetings. Students will submit short papers (2-3 pages) addressing each week’s reading for six of our seven meetings, excluding our first. Grades will be based on class participation (50%) and the six short papers (50%).

      525

      Artificial Intelligence Law and Policy 2
      • JD SRWP
      • JD elective
      • LLM-LE (JD) elective
      • IntlLLM/SJD/EXC elective
      • IntlLLM writing
      • IntllLLM IP Cert
      • Spring 22
      • Research paper, 30 pages
      • Oral presentation
      • Class participation

      Artificial intelligence is on a tremendous growth trajectory and is being developed, adopted and used for many purposes throughout society.  From a legal and policy perspective, AI presents many interesting and complex issues because the technological developments have greatly outpaced the legal, ethical, and policy developments.  One of the important questions centers on what legal and policy frameworks and practices are appropriate to build an ecosystem of trust that will help ensure citizens and other stakeholders that artificial intelligence will benefit them and is being developed and deployed in an ethical, safe, reliable and responsible manner (the “Legal and Policy Framework Question”).  Policymakers and other stakeholders around the globe are grappling with this Legal and Policy Framework Question.  As the discussions unfold, organizations also are designing their own practices for operationalizing trustworthy or ethical artificial intelligence.

      The goal of the seminar is to give students a foundation in the emerging AI laws and policies and insight on the broader process of how laws and policies need to adapt for significant technological changes.  This seminar will explore in detail several approaches currently being considered to answer the Legal and Policy Framework Question, including regulatory approaches, standards, soft law, and self-regulation. As the students study various approaches, they will be asked to consider several sub-questions, such as (a) how the AI legal and policy framework should be calibrated to address risk, (b) the extent to which the framework should be sector specific or apply across industries, (c) which frameworks enable society to capitalize on AI’s benefits and mitigate potential risks, and (d) what is the optimal level of cross-border harmonization and how best to achieve it.   The course also will explore certain other legal issues arising in connection with AI, such antitrust and competition law and intellectual property and proprietary rights matters.

      526

      Jury Decision Making 2
      • JD elective
      • IntlLLM/SJD/EXC elective
      • IntlLLM writing, option
      • Spring 22
      • Reflective Writing
      • Research and/or analytical paper(s), 20+ pages
      • Class participation

      This course is intended as an introduction to experimental research, legal theory, and caselaw on jury decision making.  Although the topic overlaps considerably with areas of basic decision making--e.g., the heuristics and biases literature--the focus will be mostly on applied research looking at the decisions of real (or simulated) jurors.

      529

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

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

      531

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

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

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

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

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

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

      10%: Class Engagement

      No prerequisites are necessary.

      537

      Human Rights Advocacy 2
      • JD SRWP
      • JD elective
      • LLM-ICL (JD) elective
      • IntlLLM/SJD/EXC elective
      • IntlLLM writing
      • PIPS elective
      • Fall 20
      • Fall 21
      • Fall 22
      • Research paper, 25+ pages
      • Class participation

      This course critically assesses the field of human rights advocacy, its institutions, strategies, and key actors. It explores how domestic, regional, and global human rights agendas are set using international law frameworks; the ethical and accountability dilemmas that arise in human rights advocacy; and human rights advocacy concerning a range of actors, including governments, international institutions, and private actors. It addresses the role of human rights in social movements, including in addressing systemic racism, as well as the development of transnational human rights networks. It also considers issues such as how to resolve purported hierarchies and conflicts between internationally-guaranteed rights, efforts to decolonize the practice of human rights, and the ways in which populist and other forces also invoke human rights to further particular agendas. Drawing on case studies within the United States and abroad, it will examine core human rights advocacy tactics, such as fact-finding, litigation, standard-setting, indicators, and reporting, and consider the role of new technologies in human rights advocacy. In examining the global normative framework for human rights, this course focuses on how local, regional, and international struggles draw on, and adapt, the norms and tactics of human rights to achieve their objectives. Evaluation will be based on class participation and a final paper.

      This class is a pre-requisite or corequisite for Law 437 International Human Rights Clinic.

      540

      Startup Law: Legal Considerations for Entrepreneurs and Counsel 3
      • JD elective
      • IntlLLM/SJD/EXC elective
      • IntlLLM Business Cert
      • Fall 20
      • Fall 21
      • Fall 22
      • Final Exam
      • Class participation

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

      541

      Nonprofit Organizations 3
      • JD elective
      • LLM-LE (JD) elective
      • IntlLLM/SJD/EXC elective
      • IntlLLM Business Cert
      • PIPS elective
      • Fall 20
      • Fall 21
      • Fall 22
      • Final Exam

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

      543W

      State Constitutional Law and Localism, Writing Credit 1
      • JD SRWP
      • JD elective
      • IntlLLM/SJD/EXC elective
      • IntlLLM writing
      • Spring 22
      • Research paper, 25+ pages

      While enrolled in Law 543 State Constitutional Law and Localism, students who plan significant research projects on related topics may register for a second credit in order to satisfy the JD Writing Requirement. *LAW 543W must be added no later than 7th week of class.*

      544

      The Collective Action Constitution 3
      • JD SRWP
      • JD elective
      • LLM-ICL (JD) writing
      • IntlLLM/SJD/EXC elective
      • IntlLLM writing
      • PIPS elective
      • Fall 20
      • Reflective Writing
      • Class participation

      Collective action problems arise where every member of a group has a choice between alternatives, and if each member acts in a narrowly self-interested fashion or all members are unable to coordinate their actions, the outcome will be worse for all members by their own estimations than it will be if all or some of them choose another alternative.  Collective action problems are caused either by externalities (e.g., a prisoners’ dilemma), or by coordination difficulties (e.g., deciding which side of the road to drive on).  This seminar will examine the extent to which the United States Constitution can be understood as solving collective action problems that arise for the states and as empowering the states themselves and the federal government to solve such problems.  Topics will include:

      1. the number and importance of multi-state collective action problems both today and at the time of the creation of the Constitution;
      2. collective action theory in the social sciences;
      3. the promise and perils of relying on interstate compacts and other agreements to solve multi-state collective action problems;
      4. the necessity of federal power to solve such problems and a general examination of how Article I, Section 8, of the Constitution authorizes Congress to do so;
      5. the Interstate Commerce Clause and related structural principles (i.e., the anti-commandeering doctrine and the dormant commerce doctrine);
      6. the Taxing and Spending Clause and the Necessary and Proper Clause;
      7. the many other parts of the Constitution that can be explained to a significant extent by the logic of collective action (e.g., the Foreign and Indian Commerce Clauses; Article I, Section 10; the Treaty Clause of Article II; certain heads of federal jurisdiction in Article III, especially diversity and suits between states; the Privileges and Immunities Clause and the Territories Clause, both of Article IV; Article V’s requirements for constitutional amendments; and Article VII’s requirements for ratification of the Constitution);
      8. the inability of the collective action theory of the Constitution to explain certain parts of the Constitution, especially the Reconstruction Amendments, which follow a different structural logic;
      9. various challenges to the theory (e.g., that partisan polarization and congressional dysfunction undermine federal power to solve collective action problems; that the theory threatens to collapse the text of the Constitution into its underlying purposes; that the theory limits federal power too much (according to legal liberals) or not enough (according to legal conservatives); and that claims about whether collective action is rational or likely to occur are historically contingent and normatively contestable; and
      10. why the theory should matter to judges, elected officials, academics in several disciplines, and engaged citizens.

      Readings will draw from The Federalist Papers and other Founding materials (e.g., the Articles of Confederation, Madison’s Vices memorandum, various letters of the Founders, the Virginia Plan, and the Constitution); book chapters (by, e.g., Akhil Amar, Jack Balkin, Daniel Farber, Jack Rakove, and Neil Siegel); law review articles (by, e.g., Robert Stern, Donald Regan, Steven Calabresi, Robert Bork, Robert Cooter, Neil Siegel, and Ernest Young); U.S. Supreme Court opinions from the Marshall Court to the present; and select draft chapters of my book manuscript.

      Students will be required to write a 30-page research paper on a topic related to the substance of the seminar, which may be used to fulfill the JD SRWP degree requirements, the LLM writing requirement, or the special writing requirement for JD/LLMs. 

      Grades will be based on the quality of students’ course participation (40%) and the quality of their research papers (60%).

      */

      545

      Urban Legal History 3
      • JD SRWP
      • JD elective
      • IntlLLM/SJD/EXC elective
      • IntlLLM writing, option
      • Fall 22
      • Research paper, 25+ pages
      • Class participation

      Urban Legal History is a research seminar which will focus on the legal issues relating to Durham's political, social, and economic development. The class will involve intensive study of primary and secondary materials, and will require students to produce substantial (45 page) research papers.

      546

      International Law of Armed Conflict 3
      • JD SRWP, option
      • JD elective
      • LLM-ICL (JD) elective
      • IntlLLM/SJD/EXC elective
      • IntlLLM writing, option
      • PIPS elective
      • Spring 21
      • Spring 22
      • Reflective Writing
      • Research paper, 25+ pages
      • Oral presentation
      • Class participation

      This seminar will examine the international law of armed conflict, and it focuses on the jus in bello context. Students will consider the rationale for the key concepts of the law of armed conflict, and examine their practical application in various contexts. Case studies (contemporary and historical) will be examined in conjunction with the topics covered. This historical context for the law of armed conflict agreements, the status of conflicts, combatants, and civilians, targeting, rules of engagement, war crimes, are all included among the topics the class will address. Students will be encouraged to relate legal and interdisciplinary sources in order to better understand the multi-faceted interaction between law and war. There is no examination for this course but a 30-page paper (constituting 60% of the grade) is required on a legal topic chosen by the student and approved by the instructor. Students desiring to use the course paper to fulfill Substantial Research and Writing Project (SRWP) and possibly other writing requirements must obtain instructor. The remainder of the grade (40%) is based on the quality and frequency of class participation. Students should be aware that this course may include discussion and visual depictions (still and video) of armed conflict and other acts of extreme violence. The textbook for this course is Gary D. Solis's The Law of Armed Conflict: International Humanitarian Law in War (3rd ed., 2021). This course will only be offered in the spring.

      549

      Corporate Counseling and Communication 2
      • JD elective
      • JD experiential
      • LLM-LE (JD) elective
      • IntlLLM/SJD/EXC elective
      • IntlLLM writing
      • IntlLLM Business Cert
      • Spring 21
      • Spring 22
      • 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.

      551

      Civil Rights Enforcement Colloquium 2
      • JD SRWP, option
      • JD elective
      • IntlLLM/SJD/EXC elective
      • IntlLLM writing, option
      • PIPS elective
      • Spring 22
      • Reflective Writing
      • Research paper option, 30 pages
      • Class participation

      This two-credit colloquium is designed to engage students on questions concerning the enforcement of civil rights (broadly defined) in America. Whereas most law school classes focus on the substance of such rights, this class will examine how civil rights are conceived and enforced – by individual rights-holders, by movement lawyers, or by governments. The colloquium will feature workshop-style presentations of works by scholars working in diverse fields, including civil rights, legal history, federal courts, and state and local government; as well as presentations by advocates involved in the work of civil rights enforcement. Students will be expected to engage with the speaker and with each other in discussion. Faculty interested in these topics also will be invited to attend and participate in the discussions.

      Students have two options for completing the requirements of the course:  1) short (5-10 page) papers in response to at least six of the works presented, due in advance of the presentation; or 2) a longer research paper (roughly 30 pages) dealing with a topic of their choice related to the themes of the class.  Students who take the latter option could use the colloquium to satisfy the upper-level writing requirement. Contributions to class discussions will also be a component of the course grade.

      552

      Law and Governance in China 2
      • JD SRWP
      • JD elective
      • LLM-ICL (JD) elective
      • LLM-ICL (JD) writing
      • IntlLLM/SJD/EXC elective
      • IntlLLM writing
      • IntlLLM Business Cert
      • PIPS elective
      • Fall 21
      • Fall 22
      • Research paper option, 25+ pages
      • Research and/or analytical paper
      • Class participation

      Is there law in China? Does law matter in China? If yes, how does it work? The same as how law works in the U.S.? This seminar endeavors to understand law and governance in China. We will explore the following questions together: What is the constitutional and private legal foundation of Chinese economy? What roles has law played in the different stages of China’s market transition and different sectors of Chinese economy? China’s transformation from a planned economy to the arguably most capitalist country in the world, despite the absence of a well-functioning legal system, at least from the western perspective, raises numerous questions. Why do Chinese obey or not obey the law? How does law cope with a rapidly changing society? How does law interact with (both high and low) politics? This seminar covers both law on the books and law in action, emphasizes change and development in understanding law and governance, and takes China as a comparative case study to deepen our understanding of the fundamental nature of legal institutions.

      Class participation: 10%; 2 response papers (1 page per paper): 20%; final paper (18 pages minimum): 70%. JD students have an option to write a longer paper (30 pages minimum) including extensive research and original ideas to satisfy their writing requirements. Please seek the instructor's approval for this writing credit by the end of October. 

      555

      Law and Financial Anxiety 2
      • JD SRWP, option
      • JD elective
      • IntlLLM/SJD/EXC elective
      • IntlLLM writing, option
      • PIPS elective
      • Fall 20
      • Spring 22
      • Reflective Writing
      • Research paper option, 25+ pages
      • Research and/or analytical paper(s), 15-20 pages
      • Oral presentation
      • Class participation

      This course identifies and explores aspects of the American legal system that have effects – both negative and positive – on the ability of people and society to prevent the onset of financial anxiety and economic insecurity.   Set in the context of the COVID-19 pandemic but with analogues in laws that were enacted and implemented in other contexts,  the class will explore the meaning of financial anxiety and economic insecurity and discuss why they matter.  The class will then explore various laws. and their implementation by federal and state agencies, as relevant to financial anxiety and economic insecurity.   Subjects that bear upon financial anxiety that will be explored through the prism of law include housing finance, student loan finance, personal information security and climate security. The legislative response to the COVID-19 pandemic, in particular the CARES Act, will be analyzed in relation to how laws regarding financial anxiety and economic insecurity have been crafted by Congress in the last decade as a response to crises such as the financial and foreclosure crisis of 2008,   With these comparative laws and financial contexts, the class will engage in discussions about the extent to which the American legal system is equipped to handle the challenges of dealing with financial anxiety in the context of the COVID-19 pandemic.  We will discuss financial anxiety in the larger context of consumer debt, agency and regulatory action, and legislative responsiveness as well as differential impacts related to debt, race and gender. The readings will come from law and non-law sources. The class will discuss issues relevant to the legal system and the study of business law and finance generally, including the use of data to illuminate legal problems, the role of lawyers and business actors, and the nature of modern policymaking.

      556

      Second Amendment: History, Theory, and Practice 2
      • JD SRWP, option
      • JD elective
      • IntlLLM/SJD/EXC elective
      • IntlLLM writing, option
      • PIPS elective
      • Fall 20
      • Fall 21
      • Fall 22

      The Supreme Court's decisions in District of Columbia v. Heller and McDonald v. City of Chicago have ushered in a whole new era of Second Amendment theory, litigation, and politics. Current events keep issues of firearms, gun violence, gun safety, and self-defense constantly in the news. This seminar will explore the Second Amendment and the various state constitutional analogs historically, theoretically, and pragmatically. Students will be introduced to the historical and public policy materials surrounding the Second Amendment, the regulatory environment concerning firearms, and the political and legal issues pertaining to firearm rights-enforcement and policy design. Evaluation for the seminar will be based on in-class participation and a choice between six short reaction papers or one thirty-page paper.

      558

      Foreign Anti-Bribery Law 2
      • JD SRWP with add-on credit
      • JD elective
      • LLM-ICL (JD) elective
      • IntlLLM/SJD/EXC elective
      • LLMWriting option with additional credit
      • Fall 20
      • Fall 21
      • Fall 22
      • Reflective Writing
      • Oral presentation
      • Class participation

      Corruption is one of the major factors inhibiting economic development and undermining governmental legitimacy.  Developed governments generally enforce rules prohibiting domestic corruption, but have historically been less concerned with (and even encouraging of) foreign government corruption.  The United States passage of the Foreign Corrupt Practices Act in 1977, which prohibits covered entities from bribing foreign officials, represents a major shift in this policy.  In the last fifteen years, most other major economies and economic institutions (the IMF, the World Bank) have followed suit, although enforcement has been inconsistent.  This seminar will examine the origins and evolution of this effort to regulate firms' relationships with foreign government officials.  The seminar explores the history, economics, and policy behind anti-corruption efforts and the major challenges ahead.  The seminar will engage academic articles that address the economic effects of corruption, the politics of anti-corruption enforcement, the variation in current anti-bribery agreements (the UN Convention Against Corruption and the OECD Anti-Bribery Convention), and influence of these rules on foreign investment and trade.  The seminar is designed to be very participatory, with students leading discussion. 

      Students will be evaluated on a series of critique papers, leading a class discussion, and class participation. If students wish to write a paper on a topic related to the course materials, they may request the opportunity to complete an additional  two credit independent study.  A final paper cannot replace the critique papers.

      NOTE: An additional 2 credits are available for students who wish to write a longer paper in order to satisfy the JD or JD/LLM Upper-Level Writing Requirement. Students wishing to take this option should enroll in Law 558W Foreign Anti-Bribery Writing Credit. These credits will count towards the Independent Study Research Credit Limit (Rule 3-12) *LAW 558W MUST be added no later than 7thweek of class.*

      558W

      Foreign Anti-Bribery Law, Independent Study 2
      • JD SRWP
      • JD elective
      • LLM-ICL (JD) elective
      • IntlLLM writing
      • Fall 20
      • Fall 21
      • Fall 22
      • Research paper, 25+ pages
      • Add on credit

      While enrolled in Law 558 Foreign Anti-Bribery Law, students have the option to take 2 additional credits in order to satisfy the JD or JD/LLM Writing Requirement. These credits will count towards the Independent Study Research Credit Limit (Rule 3-12). This section will meet in-person on schedule to be determined. The instructor will meet online with any student who prefers that. Students will be placed in groups of 2 or 3 students for a writing group. The instructor will meet with each writing group separately. *LAW 558W MUST be added no later than 4th week of class.*

      562

      Sentencing & Punishment 2
      • JD SRWP
      • JD elective
      • IntlLLM/SJD/EXC elective
      • IntlLLM writing
      • IntlLLM Business Cert
      • PIPS elective
      • Fall 20
      • Fall 21
      • Fall 22
      • Research paper, 25+ pages
      • Class participation

      This new seminar will focus on the process of imposing sentences in criminal cases, administering punishment, and attempting rehabilitation of convicted criminals. The course will first provide background regarding the purposes of punishment and the history of mandatory sentences, presumptive sentences, and sentencing guidelines, and focus on some of these issues in more detail through the use of a expert guest lecturers and a tour of the Federal Correctional Facility in Butner, NC. Students will be expected to participate meaningfully in the lectures, guest speakers and field trip, and produce a research paper on a related topic.

      572

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

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

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

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

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

        573

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

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

        574

        Lying and The Law of Questioning 1
        • JD SRWP with add-on credit
        • JD elective
        • IntlLLM/SJD/EXC elective
        • IntlLLM writing, option
          • Reflective Writing
          • Class participation

          This seminar will address the way in which legal institutions define and detect dishonesty. We will first discuss what is sometimes called “post-truth” discourse and the seeming suspension of fact-finding and truth-seeking in public life. The criminal justice system is both a natural habitat for dishonesty and the place where achieving accuracy is most important. Accordingly, we will use the context of investigations and trials to explore some larger themes about establishing factual baselines despite intense conflict. Topics will include liability for dishonest statements in investigations and testimony, interrogation practices, the problem of false confessions, incentivized witnesses, character and credibility, cross examination, storytelling at trial, and lie detection in the laboratory, courtroom, and popular culture. Readings will be posted on line and will include excerpts from law review articles and scholarly books, works of social science, investigative reporting, documentary footage, editorial commentary, and popular culture. The one-credit class will meet roughly every other Wednesday during the spring semester. There will be short writing assignments, and students will receive feedback on both written expression and class participation. Students who plan significant research projects on related topics may register for a second credit.

          574W

          Lying and The Law of Questioning, Writing Credit 1
          • JD SRWP
          • JD elective
          • IntlLLM/SJD/EXC elective
          • IntlLLM writing, option
            • Add on credit

            While enrolled in Law 574 Lying and the Law of Questioning, students who plan significant research projects on related topics may register for a second credit in order to satisfy the JD Writing Requirement. *LAW 574W must be added no later than 7th week of class.*

            575

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

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

            576

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

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

            577

            Emerging Issues in Sports and the Law 2
            • JD elective
            • IntlLLM/SJD/EXC elective
            • IntlLLM writing
            • IntlLLM Business Cert
            • Spring 21
            • Spring 22
            • Reflective Writing
            • Research and/or analytical paper(s), 10-15 pages
            • Class participation

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

            580

            Law & Economics Colloquium 2
            • JD elective
            • IntlLLM/SJD/EXC elective
            • IntlLLM Business Cert
            • Spring 22
            • Reflective Writing
            • Class participation

            This research seminar will involve discussing some of the latest research at the intersection of the fields of law and economics. The research papers will deal with a wide variety of topics, depending on the speaker’s interests, such as the law and economics of contract law, corporate law, intellectual property, tax, constitutional law, or legislation. We will invite speakers who are doing some of the most cutting-edge interdisciplinary work in law to present their ongoing work to the seminar. Students will be asked to prepare, in advance, short reaction papers to the speakers’ work. The requirements for the class are completion of the reaction papers and active participation in the debates over the papers being presented. There will be one class meeting each week.

            581

            FinTech Law and Policy 2
            • JD SRWP, option
            • JD elective
            • LLM-LE (JD) elective
            • IntlLLM/SJD/EXC elective
            • IntlLLM writing, option
            • IntlLLM Business Cert
            • Fall 20
            • Spring 22
            • Research paper, 25+ pages
            • Class participation
            Updated: November 12, 2021

            The Internet, the increased power of computing and new technology are driving the decentralization of all aspects of the global economy, including financial services. Today, we can surf the Internet, download apps, listen to music, shop, send money to friends and family, manage our financial accounts, and buy bitcoin – all from our smartphones.

            For decades, banks had been one-stop shops for financial services. Financial technology firms (fintechs), leveraging the sharing of personal customer bank account data, have quickly emerged to unbundle aspects of financial services and rebundle them on platforms. The pace of platformization has picked up since the Global Financial Crisis of 2008, yet financial laws and regulations have not kept pace. Data protection laws were passed in the 1970s long before the advent of fintech services and products, and customer liability protections do not fully extend to nonbank-provided mobile payment transactions.

            Meanwhile, money is making a leap in evolution. From commodity-based currencies to fiat-based currencies that support commercial bank money and mobile payments, we now see an emergence in cryptocurrencies beginning with Bitcoin launched in 2009. Questions about whether central banks should issue their own form of digital currency became more pressing when Facebook announced its plans in 2020 to issue a digital currency: Libra. Now central banks around the world are exploring issuing central bank digital currencies or CBDCs. These developments raise important questions of how best to design CBDCs and what kinds of personal data can be collected on users transacting in CBDCs.

            New technologies such as blockchain are driving further innovation in financial services. After the advent of native cryptocurrencies like Bitcoin and Ethereum with high price volatility, stablecoins were developed with the goal of being more “stable”. However, it is uncertain under US laws or regulations if these digital assets are commodities, securities, or currency. These blockchain technologies are driving decentralization of financial services, and perhaps the largest legal and policy question of all is how should decentralized finance, or DeFi, fits in our current framework of laws and regulations.

            This course aims to provide you with an understanding of legal and policy issues raised by tech-driven financial innovation. You will learn about the critical legal, regulatory, and policy issues associated with cryptocurrencies, initial coin offerings, online lending, new payments 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.

            This course will be delivered online.  Students will be assessed on class participation and a 25-30 page research paper. This paper may not be used to satisfy the JD SRWP requirement without permission.  The paper will satisfy the LLM writing requirement.

            582

            National Security Law 3
            • JD SRWP
            • JD elective
            • LLM-ICL (JD) elective
            • IntlLLM/SJD/EXC elective
            • IntlLLM writing
            • PIPS elective
            • Fall 20
            • Fall 21
            • Fall 22
            • Research paper, 25+ pages
            • Oral presentation
            • Class participation

            This fall-only survey course is designed to provide students, particularly those with no background in the topic, with an overview of the American legal architecture related to the U.S. security enterprise.  The class will also examine related issues that arise "in the news."  It is aimed not only at students considering a career in government or the military, but also for those headed to private practice who appreciate that the U.S.’s $740 billion defense budget, along with $1.9 trillion in defense outlays worldwide, impact virtually all potential clients.

            The course includes analyzing the Constitutional structure governing national security matters, and the role played by the three branches of government (with special emphasis on Presidential power).  It will also examine governmental surveillance, the investigation and prosecution of national security cases, as well as First Amendment issues related to national security.  In addition, homeland security issues (to include the domestic use of the armed forces), security-based travel restrictions, public health emergencies, civil-military relations, and the impact of national security issues on business transactions will be reviewed.

            The textbook for this course will be Dycus, et al., National Security Law (7th ed., 2020) ISBN9781543806793 as well as the National Security Law and Counterterrorism Law 2021-2022 Supplement. Other materials may be provided as necessary.  The instructors will use episodes from their extensive careers in government to illustrate issues, and offer practical, real-world perspectives.

            There is one assigned time block for the course, but the structure of classes may vary, and students may be divided into sections, discussion groups, and panels.

            The course is expected to include guest speakers (to include possibly via Zoom). There may be occasional asynchronous content, including short lectures, podcasts, and some documentary footage. Students will have advance notice of all required participation elements.

            Given this is a course in national security, class instruction will likely include written, oral, and visual depictions of physical force and violence—and occasionally extreme representations of the same.

            There is no examination for this course, but a 30-page research paper (constituting 60% of the grade) is required on a topic chosen by the student and approved by the instructors.  With instructor approval, the course paper may fulfill the Substantial Research and Writing Project provided all SRWP requirements are met.  The remainder of the grade (40%) is based on the quality and frequency of class participation (which may include short papers).

            585

            Philanthropy, Voluntarism and Not-For-Profit Law and Management 3
            • JD elective
            • IntlLLM/SJD/EXC elective
            • IntlLLM Business Cert
            • PIPS elective
            • Spring 21
            • Spring 22

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

            586

            Current Debates in Bankruptcy Law 2
            • JD SRWP, option
            • JD elective
            • LLM-LE (JD) elective
            • IntlLLM/SJD/EXC elective
            • IntlLLM writing, option
            • IntlLLM Business Cert
            • PIPS elective
            • Spring 21
            • Spring 22
            • Reflective Writing
            • Research paper option, 25+ pages
            • Class participation

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

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

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

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

            588

            Investigating and Prosecuting National Security Cases 2
            • JD SRWP with add-on credit
            • JD elective
            • LLM-ICL (JD) elective
            • IntlLLM/SJD/EXC elective
            • IntlLLM writing, option
            • PIPS elective
            • Spring 21
            • Spring 22
            • Reflective Writing
            • Research and/or analytical paper(s), 10-15 pages
            • Class participation

            National security cases present unique challenges to prosecutors and defense attorneys. From the outset of an investigation, and before charges are brought, prosecutors and investigators must take into account a number of considerations, including coordination with the intelligence community and potential conflicts that may arise between law enforcement and intelligence gathering. After a case is charged, such cases frequently present other challenges, such as complying with discovery obligations while protecting classified information and obtaining testimony from foreign witnesses who may be beyond the reach of the U.S. government. This course will provide an in-depth examination of the unique issues that lawyers face in national security prosecutions and the substantive and procedural tools used to navigate those issues.  We will also examine the advantages and limitations of civilian prosecutions and consider the effectiveness of current procedures and criminal statutes in addressing modern national security threats.  An emphasis will be placed on case-specific examples and hypotheticals, drawing in part on the instructor’s experience and pending public cases.  The course will culminate in a simulation in which students are presented with a rapidly unfolding national security incident in which they are asked to address various hypotheticals at different stages of the case.

            Students will be expected to complete a final paper of 10-15 pages in length on a topic approved by the instructor. JD or LLM students who wish to use the paper to satisfy the substantial writing requirement of their degree should enroll in a 1 credit independent study with Professor Stansbury and will be expected to write a final paper of 25-30 pages in length. The Independent Study will be graded on a credit/no-credit basis.

            590

            Risk Regulation in the US, Europe and Beyond 2
            • JD SRWP
            • JD elective
            • LLM-ICL (JD) elective
            • IntlLLM/SJD/EXC elective
            • IntlLLM writing
            • IntlLLM Environ Cert
            • IntlLLM Business Cert
            • IntllLLM IP Cert
            • Fall 20
            • Fall 21
            • Fall 22
            • Research paper, 25+ pages
            • Class participation

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

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

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

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

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

            591

            Development Finance 1
            • JD elective
            • LLM-ICL (JD) elective
            • IntlLLM/SJD/EXC elective
            • IntlLLM Environ Cert
            • IntlLLM Business Cert
            • Fall 20
            • Fall 21
            • Fall 22
            • Reflective Writing
            • Research and/or analytical paper(s), 10-15 pages
            • Class participation

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

            Requirements for one credit:

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

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

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

            - There will be no final exam.

            Requirements for a second credit (optional):

            - Online presentation to professor of approx. 25 minutes

            - Topic in the field of Development Finance proposed by student

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

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

            - Grading: pass/fail

            592

            Frontier AI & Robotics: Law & Ethics 3
            • JD SRWP, option
            • JD elective
            • LLM-LE (JD) elective
            • IntlLLM/SJD/EXC elective
            • IntlLLM writing
            • IntlLLM Business Cert
            • IntllLLM IP Cert
            • Fall 20
            • Spring 21
            • Spring 22
            • Reflective Writing
            • Research and/or analytical paper(s), 20+ pages
            • 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. In order to capture the full opportunities and benefits of AI & robotics, 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, and (3) applied technology. Because frontier technologies challenge existing legal regimes and ethical frameworks, this course and its assigned project encourage law, ethics, and policy students to interact with networks of experts who are actively thinking about ethical technology development and with technology policy networks that explore the social implications of a world increasingly inclusive of AI.

            Beyond 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 Report that demonstrates a deep, research-based understanding of a topic about which the student shall become knowledgeable such that he/she could take part meaningfully in and contribute to present-day discussions of law, policy, and ethics in the topic area. This Report may qualify for the JD SRWP degree requirement or the International LLM writing requirement upon permission of the instructor.

            NO PRIOR EXPERIENCE WITH ARTIFICIAL INTELLIGENCE OR TECHNOLOGY IS NEEDED FOR THIS COURSE.

            593

            Sexuality and the Law 2
            • JD SRWP
            • JD elective
            • IntlLLM/SJD/EXC elective
            • IntlLLM writing
            • PIPS elective
            • Fall 21
            • Fall 22
            • Research and/or analytical paper(s), 10-15 pages
            • Midterm
            • Class participation

            Issues in the legal regulation of sexuality are among the most contested in US law today. Questions which either have been litigated in US courts in recent years, or are currently being litigated include whether: a) same-sex couples are entitled to the same marriage rights as heterosexual couples, b) women should have access to contraception or abortion, c) LGBTQ persons can rely on constitutional and statutory provisions providing for equal protection or nondiscrimination when availing of goods and services provided either by the government or by commercial entities, and d) LGBTQ persons are entitled to protection from employment discrimination. Assessing the merits of the arguments of parties involved in litigating these issues requires delving into the disparate areas of law which converge in these cases. These areas of law include the jurisprudences of liberty, privacy, equal protection, and the free exercise of religion, as well as issues concerning the extent of executive authority. This course will explore these issues through an examination of recent US jurisprudence, as well as statutory law and regulatory actions, as they pertain to LGBTQ rights and women’s reproductive rights at both the state and national levels. While the primary focus will be on developments in the US, the treatment of similar issues in selected foreign jurisdictions may be introduced occasionally to present alternative approaches.

            636

            Food, Agriculture and the Environment: Law & Policy 2
            • JD SRWP
            • JD elective
            • IntlLLM/SJD/EXC elective
            • IntlLLM writing
            • IntlLLM Environ Cert
            • PIPS elective
            • Fall 20
            • Fall 21
            • Fall 22
            • Reflective Writing
            • Research and/or analytical paper(s), 10-15 pages
            • Oral presentation
            • Class participation

            “Food,” “agriculture,” and the “environment” are distinct American mythologies tied to our most basic physical needs and imbued with our most significant cultural meanings. They are also irrevocably entwined. Most of us eat at least three times a day and, unless you are in extraordinary circumstances, those meals were produced within our national—and increasingly global—food and agriculture system. And it’s a system that causes startling environmental harms; think water and air pollution, pesticides, greenhouse gases, non-human animal welfare, deforestation, soil depletion, wetlands destruction, fisheries collapse, and on and on. Yet notions of “agricultural exceptionalism” exempt agriculture from many of our nation’s environmental laws.

            Undergirding the system are the people who help put food on our tables. The food and agriculture system depends on immigrants who toil as farmworkers and work the slaughterhouse lines even as it romanticizes the Jeffersonian ideal of the solitary yeoman. It co-opts the knowledge of Black, Indigenous and people of color under terms like “sustainable” and “regenerative” without reckoning with land theft, enslavement, or the patterns of discrimination and land loss that persist today.

            This course will survey how law and policy helped create and perpetuate the interrelated social, economic and environmental iniquities of our modern food and agriculture system. More optimistically, we will study how law and policy can address systemic issues and move us toward values of equity and environmental justice, conservation, restoration, community health and economic sustainability. And if you read Omnivore’s Dilemma and want to learn what the Farm Bill actually does, this is your chance.

            Course format and expectations: Students will be expected to stay up on all readings, participate in weekly discussion boards, prepare several small presentations and written assignments throughout the semester, and engage in the seminar each week. As a final assignment, each student will write a 10-15 page law or policy paper on a topic that they will develop in consultation with the rest of the class and the instructor. There will be an additional, optional opportunity to visit a local farm.

             

            640

            Independent Study 2
            • JD SRWP
            • JD elective
            • IntlLLM/SJD/EXC elective
            • IntlLLM writing
              • Research paper, 25+ pages

              Per Rule 3-12, the Law School permits students to pursue independent study, approved and supervised by a member of the faculty. For more information, please visit https://law.duke.edu/academics/independentstudies/. With permission only.

               

              707

              Statutory Interpretation Colloquium 2
              • JD SRWP
              • JD elective
              • IntlLLM/SJD/EXC elective
              • IntlLLM writing, option
                • Reflective Writing
                • Research paper, 25+ pages

                The objective of the course is to introduce students to important issues concerning the theory and doctrine of statutory interpretation through exposure to cutting-edge legal scholarship. The colloquium will feature bi-weekly presentations of works-in-progress by leading scholars of statutory interpretation, legislation, and administrative law. In the week preceding each presentation, students will read and discuss foundational materials (a mix of academic commentary and case law) on topics related to the work-in-progress.

                Students may opt to prepare six short (5-10 page) papers in response to each work-in-progress, which would be due in advance of the presentation and used to stimulate discussion. Alternatively, students may write one longer research paper (roughly 30 pages) dealing with a topic of their choice related to the themes of the class. Students who take the latter option may use the colloquium to satisfy the upper-level writing requirement.

                710

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

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

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

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

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

                713

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

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

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

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

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

                714

                Coastal Resilience in the Face of Climate Change 2
                • JD elective
                • LLM-ICL (JD) elective
                • IntlLLM/SJD/EXC elective
                • IntlLLM writing, option
                • IntlLLM Environ Cert
                • PIPS elective
                • Spring 21
                • Spring 22
                • Research and/or analytical paper(s), 15-20 pages
                • Group project(s)
                • Class participation

                This seminar will provide students an opportunity to engage closely with emerging law and policy issues associated with the need to increase coastal resilience in the face of climate change.  The recent experiences of both North and South Carolina with Hurricane Florence have highlighted the need for coastal communities to address a wide range of issues associated with climate change.  In addition to designing approaches to increase resilience when faced with storms and rising sea levels, these issues include: (1) information-gathering (via maps, drones, and scientific research about coastal/ocean processes); (2) law and policy refinements (via statutes, regulations, and guidance); and (3) possible litigation to develop useful common law doctrines relevant to the tidelands and the public trust.  Through the use of current cases and policy issues under debate in coastal communities, students will work together to research the most salient questions presented by these issues.  They will analyze relevant facts, laws, policies, socio-economic considerations, and local ordinances, and prepare proposed solutions to these questions in the form of advisory memos and recommendations.  

                716

                Cybersecurity and National Security Law and Policy 3
                • JD elective
                • IntlLLM/SJD/EXC elective
                • IntlLLM writing, option
                • Fall 21
                • Fall 22
                • Reflective Writing
                • Research and/or analytical paper(s), 10-15 pages
                • Group project(s)
                • In-class exercise
                • Class participation

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

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

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


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

                 

                720

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

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

                  Enrollment Pre- or Corequisite

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

                  722

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

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

                  GRADING: Grades are based on an exam.

                  738

                  Financial Law and Regulation: Practitioner's Perspective 2
                  • JD elective
                  • IntlLLM/SJD/EXC elective
                  • IntlLLM Business Cert
                  • Spring 22
                  • Reflective Writing
                  • Class participation

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

                  The course will be structured as follows:

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

                  Likely topics to be covered include:

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

                   

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

                  740

                  Data and Democracy 2
                  • JD SRWP, option
                  • JD elective
                  • IntlLLM/SJD/EXC elective
                  • IntlLLM writing, option
                    • Research paper, 25+ pages
                    • 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.

                    741

                    Climate Change and Financial Markets 2
                    • JD SRWP, option
                    • JD elective
                    • IntlLLM/SJD/EXC elective
                    • IntlLLM writing, option
                    • IntlLLM Environ Cert
                    • IntlLLM Business Cert
                    • Spring 22
                    • Research paper, 25+ pages
                    • Oral presentation
                    • Class participation

                    This course will focus on one of the most important elements in combatting, adapting to and mitigating the impact of climate change, namely the role of finance.  We will review the status of climate change science to gain an understanding of the challenge facing all of us.  Recognition and commitments by governments, including most particularly the United States, China, and Europe, will then be reviewed, before we consider the multiple linkages between finance and climate change, including the adverse impact of cryptocurrency.

                    Against this introduction the course will then delve into the various dimensions of financial markets and the players involved.  This is important to understand the broad ranging impact and opportunities for addressing climate change.  Once the markets and market participants are understood, the course will review the diverse roles of government agents and regulators, each of whom can have a far-reaching impact in shaping the markets and market behavior.  We will also assess the recognition of the challenge by financial market participants and their actual and potential responses to it.

                    A particularly thorny area is that of market analytics.  Many market operators claim to be “green,” but at this point the methods for determining the veracity of the claims remain very underdeveloped and often contradictory.  We will consider what has still to be done before we can really evaluate the “green” performance of firms and funds.  We will also face the real challenges that such firms face when trying to adapt.

                    The course will conclude with an assessment of the overall state of financial markets as one of the most important arenas in the struggle to meet the great challenges posed by climate change.

                    754

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

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

                    773

                    Research Methods in Business Law 2
                    • JD elective
                    • JD experiential
                    • LLM-LE (JD) elective
                    • IntlLLM/SJD/EXC elective
                    • IntlLLM Business Cert
                    • Spring 21
                    • Spring 22
                    • Final Exam
                    • Practical exercises
                    • In-class exercise
                    • Class participation

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

                    775

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

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

                    777

                    Deal Skills for the Transactional Lawyer 3
                    • JD elective
                    • JD experiential
                    • LLM-LE (JD) elective
                    • IntlLLM/SJD/EXC elective
                    • IntlLLM Business Cert
                    • Spring 21
                    • Spring 22
                    • Simulated Writing, Transactional
                    • Group project(s)
                    • Practical exercises

                    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

                    781

                    Music's Copyright: A Historical, Incentives-Based, and Aesthetic Analysis of the Law of Music 3
                    • JD SRWP
                    • JD elective
                    • IntlLLM/SJD/EXC elective
                    • IntlLLM writing, option
                    • IntllLLM IP Cert
                    • Fall 20
                    • Reflective Writing
                    • Research paper, 25+ pages
                    • Oral presentation
                    • Class participation

                    This course will begin by exploring the historical structure of incentives in music and the changing economics of music production, including the preconditions for thinking of music as "property" and the gradual shift from patronage to a market-oriented system. It will then proceed to examine music's unusually complex and increasingly fraught relationship with copyright law. The fundamental notions of originality and illicit copying are at odds with both functional limitations and long-standing aesthetic practices in music, such as the long history of accepted borrowing. As a result, there is an unusual body of music-specific case law that features intriguing circuit splits, vigorous disputes about expert testimony and prior art, and specialized doctrinal issues. Students will gain an in-depth knowledge of these issues, and their application in prominent cases involving the songs "Blurred Lines," "Stairway to Heaven," and Katy Perry's "Dark Horse," as well as pending disputes over Lizzo's "Truth Hurts" and "Baby Shark," and then apply this knowledge in a mock trial. The course will also cover the complicated licensing schemes that attach to different uses of music, from traditional revenue streams to fresh disputes regarding royalties for new uses such as ringtones and streaming services. This portion will include a discussion of the new Music Modernization Act. Finally, the class will conclude with an in-depth examination of the ongoing debates about how both the law and business practices might adapt to the new musical forms (such as sampling and remixing) and business models (such as do-it-yourself distribution) enabled by digital technology. Throughout the semester, the course will include a special focus on current and ongoing disputes, issues, scholarship, and proposals.

                    The writing for this course may be used to satisfy the JD Substantial Research and Writing Project Requirement.

                    789

                    Writing: Federal Litigation 2
                    • JD elective
                    • JD experiential
                    • IntlLLM/SJD/EXC elective
                    • IntlLLM writing, option
                    • PIPS elective
                    • Fall 20
                    • Fall 21
                    • Fall 22
                    • Reflective Writing
                    • Research and/or analytical paper(s), 10-15 pages
                    • Oral presentation
                    • Practical exercises
                    • In-class exercise
                    • Class participation

                    Persuasive writing is integral to almost all aspects of civil litigation.  This two-credit hour advanced experiential course will allow you to deepen your understanding of legal research while honing your written and oral advocacy skills.  Using a simulated case, you will plan litigation strategy by interviewing a client, preparing a factual chronology of the case, and analyzing the merits of the claims.  You will also practice drafting and responding to discovery requests and preparing to take and defend depositions.  Finally, you will draft a motion for summary judgment and supporting memorandum of law and argue the merits of the motion in a mock oral argument. 

                    791

                    Judicial Writing 2
                    • JD elective
                    • IntlLLM/SJD/EXC elective
                    • IntlLLM writing, option
                    • Spring 21
                    • Spring 22
                    • Simulated Writing, Litigation
                    • Reflective Writing
                    • Oral presentation
                    • In-class exercise
                    • Class participation

                    This course is intended to appeal to any student who seeks a judicial clerkship or aspires to be a judge, or who simply wants to learn more about how and why judges write judicial opinions. Students will consider the complexities of being on the bench, including judges' relationships with the public, with lawyers, with other judges, and with their clerks. The students will try their hands at formats and styles unique to clerking or judging, including a bench brief, an analytic paper, and an appellate-court opinion.

                    800

                    Basics of Accounting 0.5
                    • JD experiential
                    • IntlLLM Business Cert
                    • IntlLLM/SJD/EXC elective
                    • Wintersession

                    Students will learn the basic skills involved in commercial accounting: how to read a balance sheet, how to classify debts and assets, etc. The course will include budgeting and accounting exercises designed to simulate real business scenarios.

                    809

                    Litigation Strategy in the Corporate Context 0.5
                    • JD experiential
                    • IntlLLM/SJD/EXC elective
                    • IntlLLM Business Cert
                    • Wintersession

                    Students will explore the role of the litigator in advising corporate colleagues and clients concerning the risks and benefits with pursuing a claim, including identifying the gateway and substantive issues, the most cost-effective approaches, and client business interests and goals. After reviewing a mock purchase agreement that ended in a dispute, students will be divided into two groups—one representing the buyer, the other the seller—and analyze the strengths and weaknesses of their respective clients’ positions and propose a strategy, including the likelihood of success and potential recovery, to “the client.”Students will explore the role of the litigator in advising corporate colleagues and clients concerning the risks and benefits with pursuing a claim, including identifying the gateway and substantive issues, the most cost-effective approaches, and client business interests and goals. After reviewing a mock purchase agreement that ended in a dispute, students will be divided into two groups—one representing the buyer, the other the seller—and analyze the strengths and weaknesses of their respective clients’ positions and propose a strategy, including the likelihood of success and potential recovery, to “the client.”

                    814

                    Basics for the Finance Lawyer 0.5
                    • JD experiential
                    • IntlLLM Business Cert
                    • IntlLLM/SJD/EXC elective
                    • Wintersession

                    This course will serve as a practical introduction to the practice of law and concepts related to a general commercial finance transaction.  Students will engage in an article-by-article review of a sample loan agreement and hypothetical proposed transaction, thereby becoming familiar with the underlying concepts, the relevant business considerations and the types/structure of relevant documents, the interplay of contract provisions across an entire deal, and the underlying legal framework.

                    815

                    Advising a Distressed Enterprise and Its Stakeholders 0.5
                    • JD experiential
                    • IntlLLM Business Cert
                    • IntlLLM/SJD/EXC elective
                    • Wintersession

                    This course will provide students with a practical understanding of the role of outside counsel to key stakeholders in complex, high-stakes, and fast-paced business reorganizations and liquidations – including distressed companies and their boards, secured and unsecured creditors, and distressed investors/asset purchasers.  Discussion topics include (i) advising the Board of Directors of a distressed company during periods of significant uncertainty and risk, including as to fiduciary responsibilities; (ii) out-of-court and in-court restructuring alternatives, techniques, and pitfalls; (iii) preparation, commencement, and administration of a case under chapter 11 of the Bankruptcy Code; (iv) “hot button” issues in chapter 11; and (v) cross-border restructurings.

                    816

                    Counseling & Creating a New Entity 0.5
                    • JD experiential
                    • IntlLLM Business Cert
                    • IntlLLM/SJD/EXC elective
                    • Wintersession

                    Meet your new client—StryveTek.  StryveTek is an innovative start-up looking to form a legal entity and get started pursuing the dreams of its founders.  They’ve come to you for help.  Where do you go from here?  Students in Counseling & Creating a New Entity will learn to counsel a new entity from the initial phone call to the preparation of organizational documents.  Discussion will cover the variety of legal entities available for business, social enterprise, and philanthropic purposes—corporations, LLCs, and nonprofit corporations—and the several legal disciplines involved in the formation of an entity (e.g., corporate, tax, and securities law).  Students will work with real document forms to learn how to get StryveTek up and running!

                    825

                    Practice and Strategic Development of International Transactions: Investment in Latin America 1
                    • JD experiential
                    • IntlLLM/SJD/EXC elective
                    • IntlLLM Business Cert
                    • Wintersession

                    This course explores the fundamental issues, strategic considerations, and principles inherent in transnational business transactions in Latin America and the role of the international attorney in structuring and implementing such transactions. Class time is devoted to a case study of a merger and acquisition transaction involving the purchase of a Brazilian entity by a US multinational corporation. The process of constructing an "international deal" is analyzed step by step, exploring all phases of the venture. Focus is given to recognizing and anticipating potential areas of conflict and evaluating the appropriate and legally viable measures available to address these issues.

                    831

                    In House Legal Practice 0.5
                    • JD experiential
                    • IntlLLM Business Cert
                    • IntlLLM/SJD/EXC elective
                    • Wintersession

                    Students in this course will (i) explore the role of in-house counsel as counsel and in-house counsel as a member of a larger commercial organization (publicly-traded company, large division of a publicly-traded company, large family-owned private company), (ii) gain an understanding of the skills that make counsel, but especially in-house counsel, effective, and (iii) apply these skills during a team assignment which will result in a presentation to “the client.” The focus of the course will be almost exclusively on the effective delivery of situation-relevant legal guidance within an organization versus examining the intricacies of a specific area of law. In the process students will be exposed to issues commonly encountered by in-house counsel, from determining who the client is to the organizational dynamics of providing legal guidance.

                    846

                    Compliance with the Foreign Corrupt Practices Act (FCPA) 0.5
                    • JD experiential
                    • IntlLLM Business Cert
                    • IntlLLM/SJD/EXC elective
                    • Wintersession

                    This course will explore some of the main legal and practical issues surrounding compliance with the Foreign Corrupt Practices Act (FCPA). Drawing on recent judicial decisions, Deferred Prosecution Agreements, and the DOJ’s and SEC’s Resource Guide, students will explore topics that include: Who is a “foreign official;” what is “corrupt intent;” what constitutes a “reasonable and a bon fide expense;” when does the exception for facilitation payments apply; and what is the knowledge requirement for third parties.  The course will offer practice-oriented exercises to introduce the nuts and bolts of FPCA compliance practice, including on conducting due diligence and performing risks assessments. Students will also discuss when to voluntarily disclose a potential wrongdoing, when to turn to outside counsel for third-party evaluation and when to keep investigations internal.

                    848

                    Insurance Law 0.5
                    • IntlLLM Business Cert
                    • IntlLLM/SJD/EXC elective
                    • Wintersession

                    Students will become familiar with basic issues and concepts of insurance and insurance coverage.  Insurance is a trillion dollar per year industry and impacts in numerous ways on a broad range of commercial and litigation practices.  Assignments and practical discussion items will include key concepts in identifying relevant insurance, understanding insurance policies and the role of insurance in litigation and key areas of commercial transactions such as tax and the interplay of warranties, indemnities and insurance in M&A transactions.

                    859

                    Current Problems in Antitrust Litigation 0.5
                    • IntlLLM/SJD/EXC elective
                    • IntlLLM Business Cert
                    • IntllLLM IP Cert
                    • Wintersession

                    This course will explore, and bring together, several strands of reasoning in antitrust law and litigation: First, students will examine how antitrust law relies on broad principles whose formulation and maturation is developed inductively through common law techniques. Put more simply, antitrust doctrine is made through specific cases, i.e., the law comes litigation, it is not made by Congress or an agency promulgating regulations.  Second, students will appreciate antitrust law’s elasticity which balances broad principles being applied to different industries whose economics may be very different. Third, students will understand why some of the greatest lawyers in the last century—Louis Brandeis (a famous antitrust plaintiffs’ lawyer), David Boies, John Paul Stevens, Patrick Lynch, and others—were antitrust lawyers:  their abilities combined legal and factual rigor with creativity.  Students will explore these strands by discussing five “problems” in antitrust litigation:  (1) class certification (including the critical concepts of proving “classide” impact with “common” proof under Fed. R. Civ. P. 23(b)(3)); (2) making economic testimony understandable and persuasive; (3) antitrust in an era of standard essential patents (how do we apply antitrust principles to standard setting?); (4) the Foreign Trade Antitrust Improvements Act and Extraterritoriality; and (5) “Neo-Brandeisian”, a/k/a ‘hipster’ antitrust: Facebook, Google, Amazon and Apple.

                    Course Credits

                    Semester

                    JD Course of Study

                    JD/LLM in International & Comparative Law

                    JD/LLM in Law & Entrepreneurship

                    International LLM - 1 year

                    Certificate in Public interest and Public Service Law

                    Areas of Study & Practice