Course Browser

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

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

 

Credits
Semester
JD Course of Study
JD/LLM in International & Comparative Law
JD/LLM in Law & Entrepreneurship
International LLM - 1 year
LLM in Law & Entrepreneurship - 1 year
Certificate in Public interest and Public Service Law
 
Clear all filters48 courses found.
Course Number Course Title Course Credits Degree Requirements Semesters Taught Methods of Evaluation

207

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

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

215

Commercial Transactions 4
  • JD - general credits
  • JD-LLM-LE - general credits
  • LLM-LE (1 year) - general credits
  • International LLM/Exchange/SJD - general credits
  • International LLM, Business Law Certificate
  1. Spring 17
  2. Spring 19
  • Final Exam

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

255

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

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

260

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

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

270

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

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

287

Principles of Commercial and Bankruptcy Law 4
  • JD - general credits
  • JD-LLM-LE - general credits
  • LLM-LE (1 year) - general credits
  • International LLM - New York Bar Exam
  • International LLM/Exchange/SJD - general credits
  • International LLM, Business Law Certificate
  1. Fall 16
  2. Fall 17
  3. Fall 18
  • Final Exam

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

The course then will focus on secured transactions under Article 9 of the Uniform Commercial Code, including the concepts of security interests, collateral, perfection and priority, and foreclosure. That will bring in the natural interplay with such bankruptcy law concepts as property of a bankrupt debtor's estate, automatic stay of a foreclosure action, use by a debtor of property subject to a security interest, adequate protection of the secured party's interest, rejection of executory contracts, bankruptcy trustee's avoiding powers, preferences, fraudulent conveyances, postpetition effect of a security interest, set-offs, and subordination. The course also introduces principles of international insolvency and bankruptcy.

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

288

Consumer Bankruptcy & Debt 2
  • JD - Substantial Research and Writing Project requirement (SRWP), option
  • JD - general credits
  • LLM-LE (1 year) - general credits
  • International LLM/Exchange/SJD - general credits
  • International LLM, Business Law Certificate
  1. Spring 17
  2. Fall 17
  3. Spring 19
  • Reflection Papers
  • Final research paper (25+ pages in length), option
  • Final paper (10+ pages in length)
  • Oral presentation
  • Class participation

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

289

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

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

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

    304

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

    Banking has evolved rapidly in just a few years. Global trade and investment has been supported and promoted by an emerging global financial system. This has in turn encouraged the growth of giant universal banks, based in the United States, the United Kingdom, mainland Europe, and in China and Japan. Most modern banks of any significant size (greater than $100 billion in total assets) have transnational and often truly global operations, but they also create major new risks and regulatory challenges. The debate over big banks and "too big to fail" concerns continued to be an important public policy concern in the 2016 Presidential election campaign. Since the Global Financial Crisis of 2008, the largest in a long run of domestic and international crises since the Great Depression of the 1930s, a new “Dodd-Frank” and “Basel III” framework has been emerging.  This framework has fundamentally changed the way in which such financial institutions are regulated.  After nearly a decade of reform, however, the framework remains fundamentally controversial, at least in the United States, and executive and congressional efforts to reverse the Dodd-Frank and Basel models are currently on the main national political agenda. 

    The walls between the three main sectors of finance - banking, securities and insurance - have broken down, yet at their core banks continue to be somewhat unique in their functions and the challenges they present for financial stability. This course will review all the domestic and international regulatory developments since the Global Financial Crisis, focusing on the established and emerging regulatory architectures and systems, both domestic and international, currently proposed reforms, and  future challenges and prospects for global and domestic financial reform.

     

    319

    Analytical Methods 2
    • JD - general credits
    • JD-LLM-LE - required courses
    • LLM-LE (1 year) - general credits
    • International LLM/Exchange/SJD - general credits
    • International LLM, Business Law Certificate
    1. Fall 16
    2. Fall 17
    3. Fall 18
    4. Spring 19
    • Final Exam
    • Practical exercises
    • Class participation

    Lawyers face non-legal, analytical issues every day. Business lawyers need to understand a business in order to represent their client properly. Litigators need to judge the best route in adopting a litigation strategy. Family lawyers routinely need to value a business. Environmental lawyers need to understand economic externalities. Social lawyers need familiarity with financial instruments that have positive and negative attributes. In these and many other situations, lawyers tend to learn on the job, and even then the pressures of the moment often means that they learn just enough to move on to the next problem. This course is designed to help all lawyers develop a more systematic way of thinking about their work. Students taking this course will find it foundational in running a business, advising a business, or litigating business matters that go beyond the strict letter of the law. In this sense, this is not your standard doctrinal law school course. Rather, it is designed to give students the tools necessary to interact with the business community and run a company or firm. While there is no prerequisite for this course, students should be comfortable with numbers and graphs. A high school level of mathematics is required and students should be ready to use algebra, fractions, exponents, and the like. There will be no calculus.

    The areas of focus include:

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

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

    321

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

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

    322

    Copyright Law 3
    • JD - general credits
    • LLM-LE (1 year) - general credits
    • International LLM/Exchange/SJD - general credits
    • International LLM, Intellectual Property Certificate
    1. Fall 16
    2. Spring 18
    3. Spring 19
    • Final Exam

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

    323

    Bankruptcy and Corporate Reorganization 2
    • JD - general credits
    • LLM-LE (1 year) - general credits
    • International LLM/Exchange/SJD - general credits
    • International LLM, Business Law Certificate
    1. Spring 17
    2. Spring 19
    • Final Exam

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

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


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

    324

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

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

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

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

    325

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

    This course is designed to familiarize law students with the principles of corporate finance. In the world of corporate finance, the distinction between lawyers and investment bankers has blurred. Whether negotiating a merger agreement, acquisition, or divestiture, rendering a fairness opinion, preparing for an appraisal hearing, litigating securities class action or derivative suits, issuing new securities, taking a firm private via an LBO or public via an IPO, corporate lawyers and investment bankers work side-by-side. Lawyers without an appreciation of the basics of corporate finance are at a distinct disadvantage. This course will also provide important tools for litigators to work with financial expert witnesses and calculate damages. Even students who do not plan to venture into the corporate world will benefit from this course. The financial principles covered are essential for lawyers intending to do estate or tax planning, litigate divorces, or draft the compensation agreements for business entities of all types.
    Topics include: the time value of money; the relation between risk and return; the workings and efficiency of capital markets; behavioral finance; valuing perpetuities and annuities; valuing corporate securities (stock, bonds, and options); valuing businesses as a going concern; optimal capital structure and dividend policies; debt covenants and other lender protections; basic financial accounting; derivatives; and the application of these principles to legal practice.

    326

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

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

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

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

    331

    Introduction to Privacy Law and Policy 3
    • JD - general credits
    • JD-LLM-LE - general credits
    • LLM-LE (1 year) - general credits
    • International LLM/Exchange/SJD - general credits
    • International LLM, Intellectual Property Certificate
    1. Spring 19
    • Final Exam
    • Class participation

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

    333

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

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

    335

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

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

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

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

     

    336

    Mergers & Acquisitions: A Practitioner's Perspective 2
    • JD - general credits
    • JD-LLM-LE - general credits
    • LLM-LE (1 year) - general credits
    • International LLM/Exchange/SJD - general credits
    • International LLM, Business Law Certificate
    1. Spring 17
    2. Spring 18
    3. Spring 19
    • Final Exam

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

    346

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

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


    Strategy 339

    358

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

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

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

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

    369

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

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

    375

    International Intellectual Property 3
    • JD - general credits
    • LLM-ICL - general credits
    • JD-LLM-LE - general credits
    • LLM-LE (1 year) - general credits
    • International LLM/Exchange/SJD - general credits
    • International LLM, Intellectual Property Certificate
    1. Spring 17
    2. Fall 17
    • Final Exam

    This course surveys international intellectual property law as reconfigured by the new universal standards of protection embodied in the TRIPS Agreement (Trade-Related Aspects of Intellectual Property Rights), which is a component of the Agreement Establishing the World Trade Organization of 1994. Although some contextual materials on trade policy will be read, the course will not focus on general principles of international trade law. Rather, it will focus on the legal and economic implications of the new international intellectual property standards in the light of prior Conventions, with particular regard to such topics as patents; copyrights and related rights (including software, databases, sound recordings); trademarks; integrated circuit designs; trade secrets; and industrial designs. The new WIPO treaties (Dec. 1996) governing copyright law in cyberspace will also be covered. Other topics will include the interface with antitrust law; the enforcement provisions (i.e., civil and criminal due process); dispute resolution (including all the new WTO decisions on intellectual property); and the overall implications for global competition between developed and developing countries in an integrated world market.

    379

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

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

    384

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

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

    390

    Structuring and Regulating Financial Transactions 3
    • JD - general credits
    • LLM-LE (1 year) - general credits
    • International LLM - New York Bar Exam
    • International LLM, Business Law Certificate
    1. Spring 17
    2. Spring 18
    3. Spring 19
    • Final Exam

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

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

    393

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

    Current trademark and unfair competition law will be inspected from three different view points: theory, case law, and client representation involving transaction and litigation strategies.

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

    460

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

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

    The seminar makes use of role-play simulation materials and assigned readings. The seminar requires consistent and active class participation, weekly journals or guided questionnaires, and a final paper. Because of the nature of the course, the amount of information delivered during the first class period, the importance of participating in the first role-play simulation during the first class period, and the historically long waitlists for enrollment in the course, attendance at the first class is absolutely required. A student who fails to attend the first class without prior consent of the instructor will forfeit his or her place in the class. (Working for an additional week in the summer will not be an acceptable excuse for missing the first week of class.  Neither will a call-back interview.) Students who are on the waitlist for the course are encouraged to attend the first class, and those who do will be given preference to fill open slots in the class.  There is a shortened drop period for this course so that students who are waitlisted can enter the class before the second class occurs.  Thus, students may drop this course without permission only before the second class meeting.

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

    465

    Patent Claim Drafting and Foundations of Patent Strategy 1
    • JD - general credits
    • JD - experiential learning
    • LLM-LE (1 year) - general credits
    • International LLM/Exchange/SJD - general credits
    • International LLM, Intellectual Property Certificate
    1. Spring 17
    2. Spring 19

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



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

    475A

    Law & Policy Lab 2
    • JD - general credits
    • JD-LLM-LE - general credits
    • LLM-LE (1 year) - general credits
    • International LLM/Exchange/SJD - general credits
    • International LLM, Business Law Certificate
    • International LLM, Intellectual Property Certificate
    1. Fall 17
    2. Fall 18
    • Final paper (10+ pages in length)
    • Class participation

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

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

    515

    Contract Drafting for the Finance Lawyer 2
    • JD - general credits
    • JD - experiential learning
    • LLM-LE (1 year) - general credits
    • International LLM/Exchange/SJD - general credits
    • International LLM, Business Law Certificate
    1. Fall 16
    2. Spring 17
    3. Fall 17
    4. Spring 18
    5. Fall 18
    6. Spring 19
    • Practical exercises
    • In-class exercise
    • Class participation
    • Variable by section

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

    529

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

    With the spate of corporate scandals in recent years undermining investor confidence in public corporations, corporate governance is increasingly a major policy issue in business regulation and a key element in business strategy and corporate litigation. This course will discuss the major debates in corporate governance, the challenges for designing an optimal system for governing corporations, and the increasingly important role of lawyers in these policy debates. The course will focus on a range of issues. For example, is shareholder activism by hedge funds and other institutional shareholders good for shareholder value, or does it promote short-termism? Do anti-takeover devices entrench managers or promote long-term strategic growth? Are CEOs paid too much, and should their compensation be regulated? Does state competition for corporate charters lead to a race to the top or the bottom? How can for-profit firms be designed pursue social missions and avoid green-washing? In discussing each of these topics, this course will consider whether corporations are best regulated by the government or market discipline. To fulfill the requirements for this course, students will have the option to write short reaction papers or the opportunity to work on a substantial research paper.

    549

    Corporate Counseling and Communication 2
    • JD - general credits
    • JD - experiential learning
    • JD-LLM-LE - general credits
    • LLM-LE (1 year) - general credits
    • International LLM/Exchange/SJD - general credits
    • International LLM, Business Law Certificate
    1. Spring 17
    2. Spring 18
    3. Spring 19
    • Final Exam
    • Practical exercises
    • In-class exercise
    • Class participation

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

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

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

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

    550

    Legal Issues of Cybersecurity and Data Breach Response 2
    • JD - general credits
    • JD-LLM-LE - general credits
    • LLM-LE (1 year) - general credits
    • International LLM/Exchange/SJD - general credits
    • International LLM, Intellectual Property Certificate
    1. Spring 19
    • Final paper (10+ pages in length)
    • Practical exercises
    • Class participation

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

    557

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

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

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

      580

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

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

      This course aims to provide you with that understanding. You will learn about the critical legal, regulatory, and policy issues associated with cryptocurrencies, initial coin offerings, online lending, new payments and wealth management technologies, and financial account aggregators. In addition, you will learn how regulatory agencies in the U.S. are continually adjusting to the emergence of new financial technologies and how one specific agency, the Office of the Comptroller of the Currency, has proposed a path for FinTech firms to become regulated banks. You will also learn the basics of how banks are regulated in the U.S.

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

      591

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

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

      Course Requirements:

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

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

       

      592

      Frontier AI & Robotics: Law & Ethics 3
      • JD - general credits
      • JD-LLM-LE - general credits
      • LLM-LE (1 year) - general credits
      • International LLM/Exchange/SJD - general credits
      • International LLM, Intellectual Property Certificate
      1. Spring 17
      2. Spring 18
      3. Spring 19
      • Reflection Papers
      • Final paper (10+ pages in length)
      • In-class exercise
      • Class participation

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

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

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

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

      639

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

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

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

      656

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

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

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

      710

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

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

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

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

      Required Coursework

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

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

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

      720

      Advanced Copyright: Digital Technologies 2
      • JD - Substantial Research and Writing Project requirement (SRWP)
      • JD - general credits
      • LLM-LE (1 year) - general credits
      • International LLM/Exchange/SJD - general credits
      • International LLM, Intellectual Property Certificate
      1. Spring 17
      2. Spring 18
      3. Spring 19
      • Final research paper (25+ pages in length)
      • Class participation

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

      749

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

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

        754

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

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

        777

        Deal Skills for the Transactional Lawyer 3
        • JD - general credits
        • JD - experiential learning
        • JD-LLM-LE - general credits
        • LLM-LE (1 year) - general credits
        • International LLM/Exchange/SJD - general credits
        • International LLM, Business Law Certificate
        1. Fall 16
        2. Spring 17
        3. Fall 17
        4. Spring 19

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

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

        Topics covered will include:

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

        782

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

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

        Topics covered will include:

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

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