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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

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Clear all filters 33 courses found.
Number Course Title Credits Degree Requirements Semesters Taught Methods of Evaluation

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.

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.

    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.

    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. 

     

    307

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

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

    319

    Analytical Methods 2
    • JD elective
    • LLM-LE (JD) required
    • IntlLLM/SJD/EXC elective
    • IntlLLM Business Cert
    • Fall 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.

    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.

      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. 

      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.

      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.

      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.

      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.

      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).

      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.

      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.

      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.

      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.

      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.

      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

      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