Course Browser

Search and explore Duke Law's wide variety of courses that comprise near 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. Course evaluations can be found here.
 

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 filters30 courses found.
Course Number Course Title Course Credits Degree Requirements Semesters Taught Methods of Evaluation

130

Contracts 4.5
  • JD 1L
  • IntlLLM NY Bar
  • IntlLLM/SJD/EXC elective
  • IntlLLM Business Cert
  1. Fall 17
  2. Fall 18
  3. Spring 19
  4. Fall 19
  • Final Exam
  • Class participation

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

203

Business Strategy for Lawyers 3
  • JD elective
  • LLM-LE (JD) required
  • LLMLE (1 yr) required
  • IntlLLM/SJD/EXC elective
  • IntlLLM Business Cert
  • IntllLLM IP Cert
  1. Fall 19
  2. Fall 17
  3. Fall 18
  • Final Exam
  • Midterm
  • Group project(s)
  • Class participation

This course presents the fundamentals of business strategy to a legal audience. The class sessions include traditional lectures and business-school case discussions. The lecture topics and analytical frameworks are drawn from MBA curriculums at leading business schools. The cases are selected for both their business strategy content and their legal interest. General counsels from a variety of companies will guest lecture on the role of the GC in the strategy of the company.

The course is designed to introduce a wide variety of modern strategy frameworks and methodologies, including methods for assessing the strength of competition, for understanding
relative bargaining power, for anticipating competitors' actions, for analyzing cost and value structures and their relevance to competition, and for assessing potential changes in the scope of the firm (diversification and vertical integration). Basic mastery of these tools has relevance to everyone seeking a career in business or those advising business managers or executives.

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

205

Antitrust 3
  • JD elective
  • IntlLLM/SJD/EXC elective
  • IntlLLM Business Cert
  • IntllLLM IP Cert
  • PIPS elective
  1. Fall 19
  2. Fall 17
  3. Fall 18
  • Final Exam

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

A final exam will be offered.

207

Sports and the Law 3
  • JD elective
  • LLMLE (1 yr) elective
  • IntlLLM/SJD/EXC elective
  • IntlLLM Business Cert
  1. Spring 18
  2. Spring 19
  3. Spring 20
  • Final Exam

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

210

Business Associations 4
  • JD elective
  • LLM-LE (JD) required
  • IntlLLM NY Bar
  • IntlLLM Business Cert
  • IntlLLM/SJD/EXC elective
  1. Fall 17
  2. Spring 18
  3. Fall 18
  4. Spring 19
  5. Fall 19
  6. Spring 20
  • Final Exam

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

215

Commercial Transactions 4
  • JD elective
  • LLM-LE (JD) elective
  • LLMLE (1 yr) elective
  • IntlLLM/SJD/EXC elective
  • IntlLLM Business Cert
  1. Spring 19
  2. Spring 20
  • 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
  • LLMLE (1 yr) elective
  • IntlLLM/SJD/EXC elective
  • IntlLLM Business Cert
  1. Fall 17
  2. Spring 18
  3. Fall 18
  4. Spring 19
  5. Fall 19
  6. Spring 20
  • 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 elective
  • LLM-LE (JD) elective
  • LLMLE (1 yr) elective
  • IntlLLM/SJD/EXC elective
  • IntlLLM Business Cert
  1. Fall 17
  2. Fall 18
  3. Fall 19
  • 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
  • LLMLE (1 yr) elective
  • IntlLLM/SJD/EXC elective
  • IntlLLM Business Cert
  • IntllLLM IP Cert
  1. Fall 17
  2. Fall 18
  3. Spring 19
  4. Spring 20
  • 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 elective
  • LLM-LE (JD) elective
  • LLMLE (1 yr) elective
  • IntlLLM NY Bar
  • IntlLLM/SJD/EXC elective
  • IntlLLM Business Cert
  1. Fall 17
  2. Fall 18
  3. Fall 19
  • 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.

304

Big Bank Regulation 4
  • JD elective
  • LLMLE (1 yr) elective
  • IntlLLM/SJD/EXC elective
  • IntlLLM Business Cert
  1. Fall 17
  2. Fall 18
  3. Fall 19
  • 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.

 

306

Corporate Crime 4
  • JD elective
  • IntlLLM/SJD/EXC elective
  • IntlLLM Business Cert
  1. Fall 17
  2. Spring 18
  3. Spring 20
  • Final Exam
  • Class participation

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

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

The materials consist of a course pack and occasional handouts. Assigned reading averages about 80 pages per week. The grade will be based primarily on a take home exam, with some weight given to class participation. Use of laptops, smartphones, tablets, and the like will be prohibited during class meetings.

319

Analytical Methods 2
  • JD elective
  • LLM-LE (JD) required
  • LLMLE (1 yr) elective
  • IntlLLM/SJD/EXC elective
  • IntlLLM Business Cert
  1. Fall 19
  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. 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.

The areas of focus include:

  1. 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.
  2. Accounting: Basic accounting concepts will be introduced, and the relationship between accounting information and economic reality will be examined.
  3. Microeconomics: This unit presents basic economic concepts--the operation of competitive markets, imperfect competition, and market failures--that are necessary to this understanding.
  4. Statistics: We will address the basic statistical methods, including regression analysis, as well as issues that commonly arise when statistics are used in the courtroom.

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

323

Bankruptcy and Corporate Reorganization 2
  • JD elective
  • LLMLE (1 yr) elective
  • IntlLLM/SJD/EXC elective
  • IntlLLM Business Cert
  1. Spring 19
  2. Spring 20
  • 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.

325

Corporate Finance 3
  • JD elective
  • LLM-LE (JD) elective
  • LLMLE (1 yr) elective
  • IntlLLM/SJD/EXC elective
  • IntlLLM Business Cert
  1. Spring 18
  2. Spring 19
  3. Spring 20
  • 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 elective
  • LLM-LE (JD) elective
  • LLMLE (1 yr) elective
  • IntlLLM/SJD/EXC elective
  • IntlLLM Business Cert
  1. Spring 18
  2. Spring 19
  3. Spring 20
  • 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.

335

Private Equity and Hedge Funds 3
  • JD elective
  • LLM-LE (JD) elective
  • LLMLE (1 yr) elective
  • IntlLLM/SJD/EXC elective
  • IntlLLM Business Cert
  1. Spring 20
  2. Spring 18
  3. Spring 19
  • Final Exam

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 elective
  • LLM-LE (JD) elective
  • LLMLE (1 yr) elective
  • IntlLLM/SJD/EXC elective
  • IntlLLM Business Cert
  1. Spring 18
  2. Spring 19
  3. Spring 20
  • 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.

359

Introduction to Law and Economics 3
  • JD elective
  • IntlLLM/SJD/EXC elective
  • IntlLLM Business Cert
  1. Fall 17
  • Final Exam

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

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

360

International Taxation 3
  • JD elective
  • LLM-ICL (JD) elective
  • IntlLLM/SJD/EXC elective
  • IntlLLM Business Cert
  1. Spring 18
  2. Spring 19
  3. Spring 20
  • Final Exam

The course explores both the existing tax rules and the widespread policy concerns under discussion in the US and globally about current international tax law.

361

International Trade Law 3
  • JD elective
  • LLM-ICL (JD) elective
  • IntlLLM/SJD/EXC elective
  • IntlLLM Environ Cert
  • IntlLLM Business Cert
  1. Spring 18
  2. Spring 19
  3. Spring 20
  • Final Exam
  • Class participation

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

379

Partnership Taxation 2
  • JD elective
  • LLM-LE (JD) elective
  • LLMLE (1 yr) elective
  • IntlLLM/SJD/EXC elective
  • IntlLLM Business Cert
  1. Spring 18
  2. Spring 19
  3. Spring 20
  • 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 elective
  • LLM-LE (JD) required
  • LLMLE (1 yr) elective
  • IntlLLM/SJD/EXC elective
  • IntlLLM Business Cert
  1. Spring 18
  2. Spring 19
  3. Spring 20
  • 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
  • LLMLE (1 yr) elective
  • IntlLLM NY Bar
  • IntlLLM Business Cert
  • IntlLLM/SJD/EXC elective
  1. Spring 18
  2. Spring 19
  3. Spring 20
  • 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. 

540

Startup Law: Representing the Company 3
  • JD elective
  • IntlLLM/SJD/EXC elective
  • IntlLLM Business Cert
  1. Fall 19
  2. Fall 18
  • Final Exam
  • Class participation

This course takes students through the legal issues likely to present themselves in the lifecycle of a high growth technology company from inception/incorporation through acquisition (the typical liquidity event). Startup Law exposes students to the types of issues, questions and documentation that they encounter as a lawyer for an entrepreneurial venture. The course is a survey of entrepreneurial law considerations and does not attempt to invoke policy considerations. While the content is similar to Law 534 Advising the Entrepreneurial Client, this does not satisfy the requirements for the JD/LLMLE nor the LLMLE. Business Associations highly recommended as a prerequisite but may be taken as a co-requisite. Final grade based on exam and in class participation.

541

Nonprofit Organizations 3
  • JD elective
  • LLM-LE (JD) elective
  • IntlLLM/SJD/EXC elective
  • IntlLLM Business Cert
  • PIPS elective
  1. Fall 17
  2. Fall 18
  3. Fall 19
  • Final Exam

The subject of the course is the diverse sector of the economy composed of nonprofit organizations. The topics to be covered include their economic function, governance issues, the tax laws covering them, abuses of their special status, and policy issues regarding them.

549

Corporate Counseling and Communication 2
  • JD elective
  • JD experiential
  • LLM-LE (JD) elective
  • LLMLE (1 yr) elective
  • IntlLLM/SJD/EXC elective
  • IntlLLM Business Cert
  1. Spring 18
  2. Spring 19
  3. Spring 20
  • 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.

560

Sales and Value Added Tax Law 2
  • JD elective
  • IntlLLM/SJD/EXC elective
  • IntlLLM Business Cert
  1. Fall 17
  2. Fall 18
  3. Fall 19
  • Final Exam

SALES AND VALUE-ADDED TAX LAW covers the policy issues, legal frameworks and detailed technical issues related to VAT and retail sales tax systems. Comparisons are drawn between the VAT (a multi-stage consumption tax system used by most countries -- but not the US) and retail sales taxes (the consumption tax adopted by most US states). The class explores variations between the VAT systems and retail sales tax systems in different jurisdictions, in order to highlight key policy issues. The course also highlights innovations in consumption taxes (especially to deal with the digital economy) and the treatment of special sectors such as the real property, financial, agriculture and public interest sectors. Approaches for dealing with the application of VATs and sales taxes in the context of federations and common markets are also considered.

The principal focus is on VAT, because retail sales taxes can be viewed as a single-stage VAT. The aim of the course is to enable you to think about VAT (or sales tax), whether from the perspective of what the law is, what it should be, or how it might be administered. More generally, the course is designed to sharpen your skills to think like a lawyer, like a policymaker, and like a tax administrator.

After taking the course, you should understand how the VAT and retail sales taxes work in practice, and you will have a clear understanding of how consumption taxes differ from income taxes. We will discuss the definition of key legal elements of the VAT (taxpayer, taxable event, tax base, rates, tax period) and how the tax is collected. This analysis should equip you with the ability to address consumption tax issues in the future, or indeed to deal with any tax, since all taxes have these basic common elements.

722

International Business Law 3
  • JD elective
  • LLM-ICL (JD) elective
  • IntlLLM/SJD/EXC elective
  • IntlLLM Business Cert
  1. Fall 17
  2. Fall 18
  3. Fall 19
  • Final Exam

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

GRADING: Grades are based on an exam.

754

IP Transactions 2
  • JD elective
  • LLM-LE (JD) elective
  • LLMLE (1 yr) elective
  • IntlLLM/SJD/EXC elective
  • IntlLLM Business Cert
  • IntllLLM IP Cert
  1. Spring 18
  2. Spring 19
  3. Spring 20
  • 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.