Note: Course descriptions are subject to change as individual professors develop their plans for each course.
Law 800: Basics of Accounting
Professor James Cox
Students will learn the basic skills involved in commercial accounting: how to read a balance sheet, how to classify debts and assets, etc. The course will include budgeting and accounting exercises designed to simulate real business scenarios.
Law 809: Litigation Strategy in the Corporate Context
Students will explore the role of the litigator in advising corporate colleagues and clients concerning the risks and benefits with pursuing a claim, including identifying the gateway and substantive issues, the most cost-effective approaches, and client business interests and goals. After reviewing a mock purchase agreement that ended in a dispute, students will be divided into two groups—one representing the buyer, the other the seller—and analyze the strengths and weaknesses of their respective clients’ positions and propose a strategy, including the likelihood of success and potential recovery, to “the client.”
Law 814: Basics for the Finance Lawyer
This course will serve as a practical introduction to the practice of law and concepts related to a general commercial finance transaction. Students will engage in an article-by-article review of a sample loan agreement and hypothetical proposed transaction, thereby becoming familiar with the underlying concepts, the relevant business considerations and the types/structure of relevant documents, the interplay of contract provisions across an entire deal, and the underlying legal framework.
Law 815: Advising a Distressed Enterprise and Its Stakeholders
This course will provide students with a practical understanding of the role of outside counsel to a variety of key stakeholders in complex, high-stakes, and fast-paced business reorganizations – including distressed companies and their officers and directors, secured and unsecured creditors, distressed investors, and formal and informal committees. Discussion topics include (i) advising the Board of Directors of a distressed company during periods of significant uncertainty and risk, including as to fiduciary responsibilities and liability concerns; (ii) out-of-court and in-court restructuring alternatives, techniques, and pitfalls; (iii) preparation, commencement, and administration of a case under chapter 11 of the Bankruptcy Code; (iv) key issues in chapter 11 proceedings, including the automatic stay, DIP financing, cash collateral, plan exclusivity, plan formulation, cramdown, 363 sales, examiners/trustees, third-party releases, and Bankruptcy Court jurisdiction and appeals; and (v) negotiation strategies and the increasing use of mediation in chapter 11. Discussions will highlight recent chapter 11 case law, and also will touch briefly upon the role of counsel to a distressed municipality and its creditors, with a brief overview of Puerto Rico’s municipal debt crisis.
Law 816: Counseling & Creating a New Entity
Meet your new client—StryveTek. StryveTek is an innovative start-up looking to form a legal entity and get started pursuing the dreams of its founders. They’ve come to you for help. Where do you go from here? Students in Counseling & Creating a New Entity will learn to counsel a new entity from the initial phone call to the preparation of organizational documents. Discussion will cover the variety of legal entities available for business, social enterprise, and philanthropic purposes—corporations, LLCs, and nonprofit corporations—and the several legal disciplines involved in the formation of an entity (e.g., corporate, tax, and securities law). Students will work with real document forms to learn how to get StryveTek up and running!
Law 820-01: Deposition Practice and Strategy
Students will learn the basic nuts and bolts of taking and defending depositions: how to prepare for a deposition, how to formulate effective questions, what objections to raise and when, how to handle difficult witnesses and counsel, etc. Students will also learn how deposition strategy directly impacted the outcome of actual trials handled by Mr. Katz. Active student participation is encouraged.
Law 820-02 & -03: Deposition Practice (two sections)
Paul Sun; Erika Wilson
Students will learn the basic nuts and bolts of taking and defending depositions: how to prepare for a deposition, how to formulate effective questions, what objections to raise and when, how to handle difficult witnesses, etc. Students will have the opportunity to participate in interactive deposition exercises focused on question technique, strategy, and content.
Law 822: Hearings Practice
Students will consider strategies both for when to draft/offer motions in an ongoing litigation matter, and how best to draft and argue such motions in a hearing before a judge. During the course, students will participate in practical mock hearing exercises, with the opportunity for direct feedback on arguments and styles.
Law 825: Practice and Strategic Development of International Transactions: Investment in Latin America
Stuart Berkson and José Meirelles
This course explores the fundamental issues, strategic considerations, and principles inherent in transnational business transactions in Latin America and the role of the international attorney in structuring and implementing such transactions. Class time is devoted to a case study of a merger and acquisition transaction involving the purchase of a Brazilian entity by a US multinational corporation. The process of constructing an "international deal" is analyzed step by step, exploring all phases of the venture. Focus is given to recognizing and anticipating potential areas of conflict and evaluating the appropriate and legally viable measures available to address these issues.
Law 831: In-House Legal Practice
Gray McCalley and Allen Nelson
Students in this course will (i) explore the role of in-house counsel as counsel and in-house counsel as a member of a larger commercial organization (publicly-traded company, large division of a publicly-traded company, large family-owned private company), (ii) gain an understanding of the skills that make counsel, but especially in-house counsel, effective, and (iii) apply these skills during a team assignment which will result in a presentation to “the client.” The focus of the course will be almost exclusively on the effective delivery of situation-relevant legal guidance within an organization versus examining the intricacies of a specific area of law. In the process students will be exposed to issues commonly encountered by in-house counsel, from determining who the client is to the organizational dynamics of providing legal guidance.
Law 832: Internal Investigations
Students will study the range of legal and practical issues in the conduct of in-house investigations of potential illegal conduct by corporate employees and officers. Students will participate in simulated exercises involving interviews of company employees in the course of a hypothetical investigation.
Law 837: Legal and Policy Aspects of U.S. Civil-Military Relations
Charles Dunlap, Jr.
The seminar will address the Constitutional and statutory structure of U.S. civil-military relations, as well as contemporary issues relating to the role of the armed forces in policy debates, politics, and social issues. In addition, it will examine case studies that illustrate the tensions that can arise between the armed forces and the civilian leadership in a variety of circumstances. Methodologies and approaches for ensuring productive civil-military relations will also be discussed.
Law 844: The Counselor and the Client: The Corporate Context
James D. Cox; William Curtin
This six-hour course, taught over three sessions, is designed to introduce first-year JD students to the commercial, regulatory and institutional environment of contemporary business transactions, and the role of attorneys in advising and facilitating those transactions. Students will gain an understanding of the mechanisms, processes and personalities that accompany everyday commercial transactions and will be acquainted with the vocabulary used in business and other organizations. The purpose of the course is to provide a greater understanding of the business context in which lawyers function. The course is intended for all students whatever their ultimate focus and is not designed particularly for students who intend to practice corporate law.
Law 846: Compliance with the Foreign Corrupt Practices Act (FCPA)
Suzanne Katzenstein and Brian Zuercher
This course will explore some of the main legal and practical issues surrounding compliance with the Foreign Corrupt Practices Act (FCPA). Drawing on recent judicial decisions, Deferred Prosecution Agreements, and the DOJ’s and SEC’s Resource Guide, students will explore topics that include: Who is a “foreign official;” what is “corrupt intent;” what constitutes a “reasonable and a bon fide expense;” when does the exception for facilitation payments apply; and what is the knowledge requirement for third parties. The course will offer practice-oriented exercises to introduce the nuts and bolts of FPCA compliance practice, including on conducting due diligence and performing risks assessments. Students will also discuss when to voluntarily disclose a potential wrongdoing, when to turn to outside counsel for third-party evaluation and when to keep investigations internal.
Law 848: Insurance Law
Students will become familiar with basic issues and concepts of insurance and insurance coverage. Insurance is a trillion dollar per year industry and impacts in numerous ways on a broad range of commercial and litigation practices. Assignments and practical discussion items will include key concepts in identifying relevant insurance, understanding insurance policies and the role of insurance in litigation and key areas of commercial transactions such as tax and the interplay of warranties, indemnities and insurance in M&A transactions.
Law 850: Client Representation: An Immigration Case Study
This course will provide students with a concise, practical walk-through of how to represent a client seeking asylum in the United States in the different stages of the U.S. immigration process. More than 400,000 cases are currently pending in Immigration Courts around the country, all of which could be appealed to the Board of Immigration Appeals and then a U.S. Court of Appeal; many present issues of asylum and protection under the Convention Against Torture. In a simulation of an actual case, including developing strategy, preparing and examining witnesses, and presenting arguments, students will be assigned roles as counsel for the refugee client; as counsel for the government; as witnesses; or as either an immigration judge or appellate judge.
Law 853: The Way It All Works: Investing, Negotiating, and Operating in the Real World
Taught from the perspective of a private equity investor, CEO, and law school graduate, this course will provide students the “big picture” of how the universe of pension funds, endowments, limited partners, general partners, and other investors is interwoven, how money is organized, and how lawyers, accountants, and other consultants and advisors fit into the process of raising capital, selling a company, and conducting due diligence. Students will explore concepts such as valuation (assets vs. enterprise valuation), EBITDA, allocation of risk, hurdle rates, basic financial statement analysis, and other investment-related topics, with a focus on real-world insights into how these principles work in practice. Through a simulated deal, students will determine the price they want to pay for a hypothetical company and how best to quarterback the documentation to ensure the contract reflects the negotiated value.
Law 855: Data Breach Response and Cybersecurity Due Diligence
John Reed Stark
This course teaches students how to manage successfully the critical workflow of a data breach response and a cybersecurity due diligence effort, rapidly becoming a critical factor of the decision-making calculus for a corporation contemplating a merger, acquisition, asset purchase, or other business combination; an organization taking on a new vendor, partner, or other alliance; or a private equity firm purchasing a new portfolio company. The attorney’s role during any due diligence process is key, especially during cybersecurity due diligence, when any problem can put a transaction at risk.
Law 856: Investor-State Relations: An Arbitration Case Study:
Catherine Gibson and Carlos Jose Valderrama
This course will introduce students to current controversies in international commercial and investment-treaty arbitration. Students will develop advocacy skills used by practitioners to resolve international disputes--and to shape the future of these global institutions.
Please note that students who took this course in last year’s Wintersession may not enroll and receive credit for it again in this year’s program. Although the course description and instructors have changed, there is considerable overlap in the subject matter.
Law 857: Government Lawyering in Crisis
This course will examine the role of lawyers in the government, especially in time of crisis, the skills developed, and the usefulness of those skills for a lawyer who later enters the private sector. We will focus on the work of the White House Counsel, the US Department of Justice, other Executive Branch counsel, Congressional lawyers, and the role of private sector lawyers. We will study the interaction of law, policy, and politics in a government job, including topics such as attorney-client privilege, executive privilege, ethics, the role of the media, and “the people’s right to know.” Students will engage in case studies based upon a hypothetical government crisis, and learn through class discussion and practical exercises how lawyers inform government decision-making, and what skill sets are required in dealing with a crisis. We will also discuss the transferability of those lawyering skills to counseling clients in the private sector.
Please note that students who took this course in last year’s Wintersession may not enroll and receive credit for it again in this year’s program. Although the course description and instructor have changed, there is considerable overlap in the subject matter.
Law 858: Obtaining and Disclosing Electronic Evidence in Criminal Investigations
In today’s digital environment, the collection of electronic data has become one of the principal evidence collection tools used by law enforcement. Prosecutors and investigating agents rely heavily on assistance from corporations, particularly in the technology sector, to identify and gather electronic evidence. The sheer volume of data and law enforcement requests places burdens on companies as they seek to comply with law enforcement while protecting their business interests and the rights of their consumers. These burdens are compounded by the fact that applicable statutes have not kept pace with technology. This course will provide students with an overview of electronic evidence collection and allow them to work through some of the contemporary challenges facing both prosecutors and corporate counsel.
Law 859: Antitrust and Sports
Joe Matelis and Stuart Paynter
This course will begin by examining leading cases dealing with the intersection of sports and antitrust, putting them in the broader context of joint venture analysis and examining whether there are special considerations in the context of sports leagues. Finally, the class will look at common, real-world issues in light of these principles, including but not limited to (1) acquisitions or agreements with competing leagues, (2) venue contracts, (3) licensing deals (4) equipment regulations, and (5) restrictions on athlete (or coaching staff) compensation.
Law 860: Advising Clients on Use of Trademarks and Copyrighted Material
This course will focus on the practical application of trademark and copyright law. Using examples from actual disputes, we will discuss how to advise clients who present with questions about whether they can use a particular trademark or copyrighted work. The first phase of this course will focus on trademark and specifically likelihood of confusion and infringement analysis. After a brief overview of trademark law, we will divide into groups to discuss various real-life trademark disputes and develop a plan of advice and strategy for the client in those particular scenarios. The second phase of the course will focus on fair use in copyright infringement. Similar to trademark, we will start with a short introduction to copyright and the fair use analysis, followed by group break-out discussions about certain real world examples and whether the proposed use is our should be considered a fair use.
Please note that students who took this course in last year’s Wintersession may not enroll and receive credit for it again in this year’s program. Although the course title and description have changed, there is considerable overlap in the subject matter.
Law 862: All About The Benefits: An Introduction to ERISA and Employee Benefits
Employee benefits (e.g., pension, health & welfare, and disability plans) are significant balance sheet issues for companies and governments alike. This course will provide an introduction to the broad and deep federal statute that governs such issues (ERISA) and explore recent significant events in the field, such as the City of Detroit bankruptcy, the impact of the legalization of same-sex marriage on benefit plans, and pension de-risking transactions.
Law 863: Life or Death: The Decision-Making Process in a Death Penalty Case
Students will follow how a major state attorney’s office handled death penalty eligible cases from the initial crime scene visit through the conclusion of the case. The course will use a specific case study – the 2009 Thanksgiving Day murders of four family members in Jupiter, Florida – to examine how charging decisions were made, including the legal criteria and other case-related issues. One of the exercises may include having students conduct a mock capital case review in a homicide case. The course also will discuss legislative and executive actions that influence how a prosecutor makes the decision to charge and/or resolve a capital case (including, as an example, the current and very public conflict between the Florida Governor and the State Attorney for the Ninth Circuit in Florida). Finally, the course examines the evolving law relating to jury and judicial decision-making in death penalty cases.
Law 864: Lawyer as International Development Professional
John Simpkins, Duke JD ‘99
This course will examine what it means to be a government lawyer working in international development, and provide a practical introduction to the role of attorneys in US development policy and programming. Students will gain an understanding of the global development ecosystem as well as explore specific issues of interest to US governmental actors through presentations, group exercises, and simulations.
Law 865: Designing Creative Legal Solutions
Jeff Ward, Duke JD ’09, and Rochael Soper Adranly, Duke JD/LLM ‘98
Can the law of tomorrow be better than the law of today? Good lawyers help their clients navigate risk. Great lawyers are creative problem solvers who tackle increasingly complex challenges faced by their clients and their communities. In this course, we’ll attack seemingly intractable legal problems to develop real, creative solutions. But, we won’t do it alone! We’ve partnered with IDEO, a global innovation firm committed to creating disproportionate impact through design. Students will first gain access to Hello Design Thinking—a 90-minute online course that introduces students to the basics of Design Thinking. Students will then join faculty Rochael Soper Adranly, General Counsel & Legal Design Lead at IDEO, Jeff Ward, Director of the Duke Center on Law & Tech, and representatives of various community organizations to apply their learning to pressing legal challenges. Our goals will be to walk away with templates for real creative solutions for our community and real creative mindsets for ourselves.
Law 866: Legal Issues in Media: Case Studies in News and Documentary Production
Patricia Northrop, JD ‘97
This course will introduce students to the wide range of legal issues handled by media lawyers, using two different models: the making of a documentary film (i.e., a long term project), and production of a nightly news show (a more fast-paced, deadline-driven endeavor). Students will learn basic principles and how to avoid common pitfalls. The course will also examine the risk management role of in-house counsel when dealing with grey areas.