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2008 Course Descriptions Comparative Corporate Governance Law This course begins by tracing the rise of global corporate actors and the international framework that made them possible. After a brief introduction to traditional choice-of-law rules, the European "freedom of establishment" concept will be examined, as will possibilities for cooperation between lawyers and accountants. The course then turns to global pressures on corporate law, emphasizing contrasts in corporate governance among countries and systems of corporate law and regulation, including the duties of directors and senior managers and the rights of shareholders and other corporate stakeholders. Significant differences in the law and regulation of corporate governance in the United States, in contrast with European systems, will be emphasized. Specific topics may include differences in patterns of equity ownership, board structures, and relationships between directors and senior officers; financial-accounting standards and practices; the role of labor interests and other non-shareholder constituents; directors' duties of loyalty to the corporation, including the regulation of executive remuneration, related-party transactions and insider dealings in shares; shareholders' remedies; and relationships between mandated disclosure and other legal requirements and "soft-law" institutions, including codes of best practice. Taught by Grossfeld and DeMott
Comparative Law Governing Lawyers This course will examine differences in how the legal profession is regulated in the United States and Europe. As the number of lawyers and their influence continues to grow, many issues of regulation are under consideration. Much change is in progress, and that may be even more true of the professions in Europe as they evolve to meet the challenges of unification and world trade. Among the comparisons to be made are differences in the training required for admission to the professions, different procedures and standards for certification, and differing approaches for creating and enforcing ethical norms (through disciplinary systems or tort liability). The course will examine how different systems define the practice of law and how constraints are imposed on the performance of services by non-lawyers. This will include both lawyer self-regulation as well as regulation by governmental authorities such as the Securities and Exchange Commission in the United States. Comparative assessments will be made of key ethical norms such as confidentiality, conflicts of interest, and the duties owed to courts and adversaries. Of special interest is the delivery of legal services across international boundaries. Special attention will be given to the rules associated with multi-national practice. This course meets the requirement of a course on the legal profession required for those seeking the J.D. degree at Duke. Taught by Metzloff, van Rhee, and Sturner
International Issues in Biotechnology Law The first term of this course will provide a general overview of the legal issues implicated by advances in biotechnology. It will include discussion of population genetics; the relationship between eugenics, genetic enhancement, and cloning; genetic privacy, including genetic databases and databanks; behavioral genetics; and genetic discrimination. The second term will focus closely on the intellectual property and technology transfer implications of this scientific field. This part will include discussion of patents and other means for protecting biotechnology innovation, comparative Swiss/European and U.S. patent law, technology transfer agreements such as collaborative research and development agreements, license agreements, material transfer agreements, and arrangements between industry, government, and academia. Taught by D. Coleman and Ducor
International Sports Law Sport is an important social and economic factor and many of its aspects are of legal relevance. This course will focus on the study of organized sport, i.e., sport practiced within the framework of the rules of international sports bodies, in particular the International Olympic Committee (IOC) and the international sports federations. To understand the problems arising in modern sports, knowledge of the mechanisms of the creation and the application of rules is necessary, as well as of the limits state law imposes on them. Interestingly, Swiss law is of paramount importance in this respect since most international federations as well as the IOC are associations under Swiss law. Of particular importance in today's sports are, of course, anti-doping regulations of the international sports bodies as well as of the World Antidoping Agency (WADA). Sport, by nature and because of the high density of rules governing it, generates conflicts; therefore, litigation is common and frequent. Arbitration as a means to resolve it is widespread and will, therefore, be one of the main topics of the class, as well as court action. The economic impact of sports is considerable and so contracts in sports are an interesting issue to deal with in this class, in particular, contracts pertaining to employment, sponsoring and the sale of media rights. The influence of European law on these issues will be examined. Perhaps more than in other areas of activity, the actors of the sports world face legal and contractual liabilities. Some time will be dedicated to these subjects as well. Taught by Baddelley and Hass
International Taxation This course is an introduction to international taxation of business transactions. After a brief explanation of basic income tax concepts, the principal rules of the United States taxation system relating to international business will be reviewed. The course will then focus on how the United States' rules interact with taxation systems in other countries, exploring the concepts of source of income and residence of the taxpayer, and their role in the U.S. tax rules relating to international trade. The second term of the course will focus on bilateral tax treaties as a means of promoting cross-border investments and international trade through the avoidance of international double taxation. The OECD model treaty will be examined as an illustration, in particular in view of understanding its mechanism and the interaction between double tax treaties and domestic regulations. The course will also give an overview on the indirect taxation issues linked to international transactions and hence explain the mechanism of VAT-based tax systems in an international context.ternational Covenant on Civil and Political Rights. The contribution by other UN human rights treaty bodies will also be addressed. Thereafter, the African, European and Inter-American human rights systems will analyzed as to their protection for indigenous peoples’ rights. As a case study, the rights of the Indigenous Saami people and the project for a Nordic Saami Rights Treaty will be addressed. Taught b Schmalbeck and Glauser
Introduction to American Law This course is an examination of the distinctive features of American law. The first half of the course is devoted to the distinctive role of the Supreme Court of the United States with special emphasis on the issues of federalism, criminal law and procedure, and civil rights. The second half will examine the distinctive American tradition of private enforcement of public law, with special emphasis on the enforcement of laws enacted to protect the environment or deter corruption in government. Features of that tradition include the right to jury trial in civil cases, popularly elected judges, the contingent fee, pretrial discovery of evidence, and the use of expert witnesses. Judicial opinions will be among the readings assigned for each meeting. Taught by J. Coleman and Carrington |
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