Study

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.

A study of the legal framework governing administrative agencies under the U.S. Constitution and the Administrative Procedure Act, with a particular focus on agency rulemaking and adjudication; Presidential power; Congressional control of agencies through statutes and other mechanisms of oversight; and judicial review of agency actions.

This course will cover a number of intersections between the law and the people and institutions who constitute the world of the visual arts, including artists, museums, collectors, dealers, and auctioneers. The course will also cover non-legal material geared to shaping practices of art market participants, such as codes and guidelines adopted by art-museum associations, as well as some relevant literature from other academic disciplines. Specific topics will include: (1) contexts in which a legal institution must determine whether a particular object is a work of "art" or art of a particular type; (2) artists' rights, including statutory and non-statutory moral rights and resale rights; (3) problems of authenticity; (4) the legal rights and duties of auctioneers, art dealers, and other intermediaries; (5) the legal structure of art museums, including issues of internal management and governance; (6) stolen art, including objects looted during World War II; and (7) developments in law and industry practice relevant to "cultural heritage," the association of particular objects with particular places or societies.

Students will be required to participate in class discussions, and will have the option of writing a 25-30-page research paper OR taking a take-home exam. Paper topics must be approved by the instructor, who will be glad to make suggestions (some of which will involve local field research).

There are no prerequisites for the course. Although some background in intellectual property (copyright and trademark law) would be helpful, none is required. A set of readings will be distributed prior to the first meeting of the class. Before then, a complete updated syllabus will be posted.

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.

In today's global economy, parties to cross-border commercial transactions increasingly choose to resolve their disputes through arbitration. This course introduces students to the law and practice of international arbitration. Among other things, the course will consider the formation and enforcement of arbitration agreements; the conduct of arbitral proceedings; the recognition and enforcement of arbitral awards; the international conventions, national laws, and institutional arbitration rules that govern the arbitral process and the enforcement of arbitration agreements and awards; the strategic issues that arise in the course of international arbitration proceedings; and the practical benefits (and disadvantages) of arbitration.

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.

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.

This course examines in detail the "law of lawyering" relating to such issues as the formation of the attorney-client relationship, confidentiality, communications with clients, conflicts of interest, regulation and discipline of attorneys, and numerous other areas relating to the lawyer's role in American society. In addressing these issues, we will consider the extent to which the law governing lawyers derives from the concept of a learned profession, as well as the degree to which the ethics of lawyering may differ from personal ethics and morality. While particular attention will be paid to the ABA Model Rules of Professional Conduct, the class will also examine other sources of relevant law, including the Restatement (Third) of the Law Governing Lawyers, court decisions and rules, statutes, and administrative regulations.  Grading is based on a final examination, written work relating to casebook problems and reflections on current issues in legal ethics, and class participation.

 

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.

This survey course examines the legal and policy issues governing water quality and resource allocation in the United States. Students will be introduced to both the Prior Appropriation systems of the western United States and the Reasonable Use systems dominating the eastern states. We will study key laws that affect water quality and quantity, including the Clean Water Act, the Safe Drinking Water Act, the National Environmental Policy Act, the Endangered Species Act, and others.  Students will also explore emerging issues in water policy, including the regulation of "forever chemicals," protection of wetlands, and mitigation of and adaptation to climate change, among other policy issues.  Throughout the course, students will study how environmental justice relates to water resource management.

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. 

This is a comprehensive course in copyright law. We will examine the legal rights that cover works of creative expression such as literature, music, film, photography, visual art, and software. The class will cover some of the fundamental pillars of the world of creative expression in which we all live—the economic and legal architecture of our culture. This is because copyright’s rules provide the economic incentives that influence our creative output as well as part of the legal framework that shapes our communications technology. The broad impact of copyright law means that it is of importance to a wide range of legal practice and not merely to the specialist. No technical background is needed.

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.

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.]

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).

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 party and the target firm in negotiating an acquisition and the differing roles played by the various parties involved in a transaction; the different types of agreements and other documents an attorney will encounter and negotiate over the course of a transaction; the critical role of information in M&A deals; conducting due diligence; the elements, structure and key terms of a typical acquisition agreement; 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.

A survey of the legal environment of the health services industry in a policy perspective, with particular attention to the tensions and trade-offs between quality and cost concerns. Topics for selective study include access to health care; private and public programs for financing and purchasing health services; the economics of health care and health care costs; the role of professionalism versus the new commercialism in health care; the legal and tax treatment of not-for-profit corporations; regulation of commercial practice in professional fields; fraud and abuse in government programs; the application of antitrust law in professional fields; the internal organization and legal liabilities of hospitals; public regulation of institutional providers, including certification of need; personnel licensure; private personnel credentialing and institutional accreditation; liability for medical accidents; legal liabilities associated with the administration of health benefits; and public regulation of managed-care organizations. Study of the diverse legal problems encountered by a single industry, particularly one as important, complex, and intrinsically interesting as health care, may appeal to students generally interested in public policy and in law and economics as well as those with specific interests in the health care field.

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

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

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

 

This course covers the basic rules governing the U.S. income taxation of international business and investment transactions. After a brief explanation of basic American income tax concepts, the principal rules of taxation relating to income of American taxpayers that is earned abroad, and the income of foreign taxpayers that is earned in the U.S., will be described and discussed. 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 tax rules relating to international trade. The course will also include consideration of the role of bilateral tax treaties as a means of promoting crossborder investments and international trade through the avoidance of international double taxation. The OECD model treaty will be examined as an illustration of the interaction between double tax treaties and domestic regulations. The course will also describe and discuss the role of transfer pricing in tax avoidance efforts by business taxpayers, especially U.S. multinational corporations.  Finally, the course will explore recent developments in the international effort to reduce tax-base erosion and income shifting among taxing jurisdictions.

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.

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.

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.

This class offers an introduction to the law of trademark and unfair competition. Whether or not students intend to specialize in trademark law, a basic understanding of its rules will better enable them to advise clients who wish to protect their own marks, as well as those facing claims that they have infringed someone else’s mark. No technical background is needed. Trademarks include brand names and logos, and can also extend to other features that identify the source of a product for its consumers – including colors, packaging, and design – when they meet certain requirements. The course will begin with the requirements for obtaining trademark protection: distinctiveness, use in commerce, special rules for trade dress, and various bars to protection such as genericity and functionality. It will then cover confusion-based trademark infringement, secondary liability, anti-dilution, statutory and common law defenses, false advertising, and cybersquatting. Could a Utah theme park called “Evermore” stop Taylor Swift from calling her album “Evermore”? Did Lil Nas X’s Satan shoes infringe Nike’s trademarks? With the proliferation of craft brews, are we running out of brand names for beer, particularly pun-based “hoptions”? The course will address these and other pressing questions.

Operating like a small private law firm, this clinic will provide students interested generally in business law practice and/or in specializing in working with nonprofit organizations with practical skills training in many of the core skills required in any transactional legal practice, including interviewing, counseling, drafting and negotiation. Under the supervision of the clinical faculty, students will represent low-income entrepreneurs, as well as a wide variety of nonprofit organizations engaged in community development activities. In their cases, students will have the opportunity to work on a wide variety of legal matters for their clients. These may include entity formation (both for-profit and nonprofit); obtaining tax-exempt status for nonprofit clients and providing ongoing tax compliance counseling; negotiating and drafting contracts; and representing clients in community development transactions. All enrolled students will be required to provide a minimum of 100 hours of legal work per semester and to participate in weekly group training meetings.

Clinics Enrollment Policy

Important:

• This course may not be dropped after the first class meeting.
• Students MUST be able to attend the day-long clinic intensive training session to enroll in this course.
• International LLM students who wish to enroll in a clinic must seek the permission of the clinic's faculty director prior to the enrollment period. Permission is required to enroll but permission does not constitute entry into the clinic.

Ethics Requirement

Students are required to have instruction in the Model Rules of Professional Conduct prior to, or during, enrollment in the Community Enterprise Law Clinic. Examples of ethics classes that meet the requirement include Ethics in Action: Large Firm Practice (LAW 231), Ethics of Social Justice Lawyering (LAW 237), Ethics and the Law of Lawyering (LAW 238), Ethics and the Law of Lawyering in Civil Litigation (LAW 239), Criminal Justice Ethics (LAW 317) and Ethics in Action (LAW 539).

The Start-Up Ventures Clinic represents entrepreneurs and early-stage businesses and social ventures on a variety of matters related to the start-up process, including formation, founder equity and vesting, shareholder agreements, intellectual property protection and licensing agreements, commercialization strategies, and other issues that new enterprises face in their start-up phases.

The course incorporates client representation with a seminar and individualized supervision to provide students with a range of opportunities to put legal theory into practice and to develop core legal skills such as interviewing, client counseling, negotiation, and drafting. Students in this course will, among other things, have the chance to deepen their substantive legal knowledge in entrepreneurial law and business law more generally, while at the same time developing critical professional skills through the direct representation of start-up businesses and entrepreneurs. 

Important:

• • See Clinics Enrollment Policy
  • This course may not be dropped after the first class meeting.
  • Students MUST be able to attend the day-long clinic intensive training session to enroll in this course.
  • International LLM students who wish to enroll in a clinic must seek the permission of the instructor prior to the enrollment period. Permission is required to enroll but permission does not constitute entry into the clinic.

• Business Associations and Advising the Entrepreneurial Client or Start-Up Law are recommended but not required.

Ethics Requirement

Students are required to have instruction in the Model Rules of Professional Conduct prior to, or during, enrollment in the Start-Up Ventures Clinic. Examples of ethics classes that meet the requirement include Ethics in Action: Large Firm Practice (LAW 231), Ethics of Social Justice Lawyering (LAW 237), Ethics and the Law of Lawyering (LAW 238), Ethics and the Law of Lawyering in Civil Litigation (LAW 239), Criminal Justice Ethics (LAW 317) and Ethics in Action (LAW 539).

The Advanced Start-Up Ventures Clinic is for students who have already completed a semester in the Start-Up Ventures Clinic (Law 441) and wish to continue their experiential education in the start-up space, whether it be a to-be-determined project on a specific area of entrepreneurial law, or working with a specific client or in a specific industry. Typically, the course is two credits and permission to take the Advanced Start-Up Ventures Clinic must be approved by the Clinic Director. 

The Duke Environmental Law and Policy Clinic is an interdisciplinary clinic that represents non-profit community-based and environmental organizations throughout the region to address a wide variety of environmental concerns in a variety of different venues. Students work in interdisciplinary teams and engage directly with clients to develop legal and advocacy strategies, conduct site-based assessments, develop legislative and regulatory proposals, and participate in community outreach and education efforts. Students also may engage in litigation, regulatory, and policy proceedings as case needs dictate. Skills training is conducted in weekly seminars and case management meetings and emphasizes client counseling, legal and policy advocacy, networking and working with experts. Although the mix of topics addressed varies among semesters, common themes include environmental justice, climate change, water quality, natural resources conservation, endangered species protection, sustainable agriculture, public trust resources, and environmental health. Clinic faculty make an effort to honor student preferences for case assignments, consistent with case needs and each student’s objectives for professional growth and development.

Clinic Enrollment and Credit Policies

To enroll, law students must have completed their 1L year; Nicholas School students may enroll after their first semester with permission from the clinic's directors. International LLM students may enroll during their second semester with permission from the clinic's directors. Variable credit (4-6 hours) is allowed for law students with permission from the clinic’s directors.

Although not a prerequisite, students are encouraged to have completed Environmental Law, Ocean and Coastal Law and Policy, and/or Administrative Law prior to enrollment.

Ethics Requirement for Law Students

Students are required to have instruction in the Model Rules of Professional Conduct prior to, or during, enrollment in the Environmental Law and Policy Clinic. Examples of ethics classes that meet the requirement include Ethics in Action: Large Firm Practice (LAW 231), Ethics of Social Justice Lawyering (LAW 237), Ethics and the Law of Lawyering (LAW 238), Ethics and the Law of Lawyering in Civil Litigation (LAW 239), Criminal Justice Ethics (LAW 317) and Ethics in Action (LAW 539).

Important to Note: This course may not be dropped after the first class meeting. Students MUST be able to attend the day-long clinic intensive training session to enroll in this course.

This variable-credit (2-4 credits) course builds on the training and work of the EL&PC and offers students the opportunity to develop case leadership and deeper client relationships. Students enrolled in the Advanced Clinic are required to participate fully in the case work portion of the clinic, performing at least 100 hours of client representation work (or more, depending on credit hours), and are required to attend weekly case management meetings. In addition, Advanced students must attend two discussion sessions with other advanced clinic students that will be scheduled after the start of the semester. Instructor permission and successful completion of one semester of clinical work are required to enroll.

For lawyers in every type of law practice, the ability to negotiate effectively is an essential skill.  As a lawyer, you will negotiate when you try to settle a lawsuit, close a merger, or arrange a plea bargain.  You will negotiate with counterparts, clients, and co-workers.  You will negotiate with service providers and the “system” – the court, the government, or your community.  And, you will continue to negotiate with your friends and family.  In this highly interactive seminar, we will explore the theories, skills, and ethics involved in legal negotiation.  With limited exceptions, in each class you will participate in a role-play simulation of increasing complexity, experiment with new techniques, and then reflect on what negotiation strategies worked best for you.  Over the course of the semester, in addition to in-person exercises, you will have opportunities to negotiate by email, telephone, and videoconference, and to evaluate the pros and cons of each so you understand how to select the most appropriate medium given the particular parties and circumstances.  Through this process, you will not only gain insight into your own negotiation style, you will develop the toolkit you need to approach each new negotiation with confidence. 

Because of the nature of the course, the amount of information delivered during the first class period, the importance of participating in the first role-play simulation during the first class period, and the typical waitlists for enrollment in the course, attendance at the first class is absolutely required.  A student who fails to attend the first class without prior consent of the instructor will forfeit his or her place in the class.  (Working for an additional week in the summer and call-back interviews are not acceptable excuses for missing the first class.)  Students who are on the waitlist for the course are encouraged to attend the first class, and those who do will be given preference to fill open slots in the class.  There is a shortened drop period for this course so that students who are waitlisted can enroll before the second class occurs.  Thus, students may drop this course without permission only before the second class. 

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

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

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

Students will be introduced to the core types of real estate transactions practicing attorneys are likely to encounter, with a particular focus on how certain issues and relationships common to such transactions first impact document negotiation and later often lead to disputes and litigation. The course will explore these transaction types through actual case studies to identify and reinforce key business considerations, areas of friction and disagreement, and transactional/litigation strategy. Class meetings will include either a group or individual exercise on transactional drafting, negotiation or litigation strategy on which students will be graded. The course will conclude with a final simulation in which students will be given fact patterns regarding a hypothetical transactional dispute and asked to: (i) “mark-up” and revise select contract provisions from a selection of the various transactional types studied during the course; and (ii) evaluate and analyze the issues most likely for dispute.

Contract Drafting is an upper-level simulation course that teaches basic practical skills by having students work “in role” as lawyers undertaking various drafting tasks in a series of exercises. While the skills taught will be basic, they will also be translatable to more sophisticated contracts. The course will feature lectures, class discussions, and in-class business issue-spotting and drafting exercises, with an emphasis on the exercises. There will be pre-class reading assignments from the text, sometimes supplemented with other outside reading, including various sample contracts. Some exercises will be group projects, and regular peer feedback, along with feedback from the instructor, will be a feature. Grading will be on the basis of written drafting assignments, at least one graded peer-feedback assignment, and class participation.

Students who take Law 519 Contract Drafting may not take Law 522 Contract Drafting: The Next Generation.

This 2-credit seminar will examine global climate change and the range of actual and potential responses by legal institutions – including at the international level, within the United States and other countries (such as Europe, China, and others), at the subnational level, and at the urging of the private sector.

We will compare alternative approaches that have been or could be taken by legal systems to address climate change: the choice of policy instrument (e.g., emissions taxes, allowance trading, infrastructure programs, technology R&D, information disclosure, prescriptive regulation, carbon capture & storage, reducing deforestation, geoengineering, adaptation);  the spatial scale; the targets of the policy and criteria for deciding among these policy choices.  We will examine actual legal measures that have been adopted so far to manage climate change:  international agreements such as the Framework Convention on Climate Change (1992), its Kyoto Protocol (1997) and Paris Agreement (2015), plus related agreements like the Kigali Amendment (on HFCs) and ICAO (aviation) and IMO (shipping); as well as the policies undertaken by key national and subnational systems.  In the US, we will study national (federal) and subnational (state and local) policies, including EPA regulation under the Clean Air Act, other federal laws and policies relevant to climate change mitigation, state-level action by California, RGGI states, and North Carolina. We will also explore litigation involving tort/nuisance civil liability and the public trust doctrine to advance climate policy. 

Questions we will discuss include:  How effective and efficient are the policies being proposed and adopted? What actions are being taken at the local, national and international levels, and which reinforce or conflict with one another?  Can current institutions and legal frameworks deal with a problem as enormous, complex, long-term, uncertain, and multi-faceted as climate change?  What roles do scientific research, technological breakthroughs, and economic realities play in shaping legal responses?  How should the legal system learn from new information over time? How should we appraise the United Nations climate negotiations, and are there other models for international cooperation?  How should principles of equity, just transitions, and intergenerational justice guide efforts to address climate change? Should greenhouse gas emitters (countries, businesses, consumers) be directly liable or responsible for climate change impacts and compensate victims for their losses?  What is the best mix of mitigation and adaptation policies?  How will climate policy be influenced by geopolitical changes such as the rise of China?  How should the law address extreme catastrophic risk?  How should geoengineering be governed? What is the best path for future climate policy? 

Students must read the assigned materials in advance of class, and participate in class discussion. Each student will submit a short (5-6 page) paper, addressing the week's readings (and adding outside research), for three (3) of the 12 class sessions (not counting the first class session). A sign-up sheet will be circulated at the beginning of the course for students to select the 3 topics/class sessions for which they will submit these 3 short papers (so that these papers are spread across the semester). In addition, each student will write a longer research paper (15 pages), due at the end of the semester. Grades will be based on: 33% class participation, 33% the 3 short papers, and 33% the longer paper.

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).

This course explores the substantive and procedural aspects of inhouse law practice. Class sessions often include guest general counsels to survey in-house legal topics, engage with real world challenges, discuss current relevant events, and distill best practices for the role. Students will have team-based interdisciplinary project assignments that draw from topics discussed in the class, reflecting real-world scenarios and providing legal representation experience. Guest general counsels are typically leading practitioners who engage with the class from a variety of perspectives, ranging from Chief Legal Officers of Fortune 50 companies to general counsels who helped grow entrepreneurial startups into household names.

The course is designed for any student interested in inhouse practice – those who wish to work in a law firm or governmental role and interact with inhouse counsel, those who would like to practice inhouse, and those who are interested in exploring different career paths.  It is intended to provide law school students with an understanding of and practical skills for inhouse practice, legal issues unique to that role, and practical issues that face inhouse lawyers. 

20%: Reflection Message Board Posts
Each student will publish five brief message board posts during the semester reflecting upon insights or thoughts of interest from guest general counsel presentations.

30%: Memo
Student assume the role of attorney with an inhouse legal department and prepare a 5-page memo responding to a fact pattern and scenario; the memo provides an opportunity to demonstrate legal analysis and practical approaches to the issues.  They will also record and upload a five-minute presentation of their memo's findings to the "general counsel" of the company.

40%: Project
Halfway through the semester, students divide into teams of 4 persons. Each team will receive a fact pattern for a significant business-level-event problem which they will analyze and present their findings, legal analysis and recommendation to the CEO and board of directors for said company.

10%: Class Engagement

No prerequisites are necessary.

This class will focus on the legal and economic structure of venture capital transactions and will familiarize students with the legal agreements used to document these transactions. Using lectures and in-class exercises, students will learn the function of the most common transaction documents, the economic and/or legal purpose of the provisions contained within these documents and alternative approaches to address specific situations. Throughout the semester, students will work on a simulated transaction to gain experience in negotiating and drafting documents with an emphasis on meeting client objectives. Students will be evaluated on the basis of class participation and written assignments.

The half-credit add-on seminar will constitute a review of current litigation and FTC/DOJ initiatives that highlight antitrust policy today, including the Biden Executive Order on Competition (and its aftermath).  A special focus will be on antitrust policy towards the digital platforms and the assorted major cases against Google, Facebook and Amazon.  Classes will be more participatory, akin to seminar discussions, than the 3-credit core antitrust class.  Students will submit a final paper, consistent with the obligations of a half-credit seminar, on a topic of their choosing related to contemporary – and future – antitrust policy.  The course will be open to students who have completed or are concurrently enrolled in the core Antitrust course (LAW 205)

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.

This two-credit seminar will feature presentations (eight in total) of works-in-progress on a wide range of tax policy topics, by leading tax academics from law schools around the country. Although this is a two-credit seminar, it is scheduled for three hours per week on the weeks in which it meets. The first meeting will be February 6. Students will write reaction papers (of approximately three double-spaced pages) for seven of the eight works-in-progress. (Each student can choose which week not to write a reaction paper.) Grades will be based on the reaction papers and on contributions to the seminar discussions.

Agency law encompasses the legal consequences of consensual relationships in which one person (the “principal”) manifests assent that another person (the “agent”) shall, subject to the principal’s right of control, have power to affect the principal’s legal relations through the agent’s acts and on the principal’s behalf. As the principal’s representative, an agent owes fiduciary duties to the principal. Agency doctrine applies to a wide range of relationships in which one person has legally-consequential power to represent another, populating the category, “agent,” with a variety of exemplars: lawyers, brokers in securities and other markets, officers of corporations and other legal entities, talent and literary agents, auction houses, and more. Usually, agency relationships contemplate three distinct persons: agent, principal, and third parties with whom the agent interacts, with legal consequences for all three. Agency law also governs the relationship between a principal and its agents, including its employees. The pervasiveness of agency means that its implications remain relevant despite changes in business structures and economies more generally.  This seminar covers the legal doctrines that make agency a distinct subject with in the law, in particular those differentiating agency from general contract and tort law. It also covers a number of contemporary examples in which agency doctrine may—or may not—apply with significant consequences. These may include the status of Uber drivers and other actors who perform services via platforms; the duties of commodities brokers, including merchants in financial derivatives products; the consequences of imputing an agent’s knowledge to the principal; agency as a vehicle for the imposition of vicarious liability; and the consequences for the agent and third party when a principal is undisclosed, unidentified, or undetermined.

The seminar will meet weekly with assigned readings. Each student will write a research paper on a topic to be chosen with the instructor’s consent and will make brief presentations to the seminar as work on the paper proceeds

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.

The scope of this seminar is as broad as the idea of the voluntary society itself, with particular attention to the American version thereof. The central question is the extent to which, and how, a large number of people of varying ethnic, racial, religious, and cultural backgrounds, living together in a country, state or city, organized into representative governments, should - can - rely on voluntary action by willing citizens to fulfill both their own individual needs and the needs of the respective communities in which they live. To explore that question requires us to examine alternative allocations of responsibility for solving particular problems - voluntary, not-for-profit, for-profit, joint public/private, publicly encouraged/subsidized, and publicly coerced - along with examples, reasons, and theories for particular forms of organization. We will need to probe what it is that motivates donors and volunteers to give money and time, and to assess not only their effectiveness in solving problems but also the comparative praiseworthiness of their respective motives. Charitable and corporate foundations, as well as the tax-exempt organizations to which they and other donors contribute, are part of the inquiry, especially as to their goals, decision rules, governance, and public accountability. We will try to compare the experience of other countries with that of the U.S. in these regards, and we will continuously examine the framework of public policy that embodies public judgments about the desirability of allocating some part of the burden of social problem-solving to voluntary organizations alone or in partnership with public organizations, as well as the tax policies that are crafted to facilitate such problem-solving policies. Cross-listed with PPS280S.

Is bankruptcy broken?  For some years, many academics and practitioners have argued that the nation's business and consumer bankruptcy systems are outdated or otherwise not fit for their intended purpose.  The course will examine selected topics in bankruptcy law relating to this theme (but focusing most heavily on chapter 11 of the Bankruptcy Code).  Key reading materials will include recent major reports proposing reforms to bankruptcy law, as well as excerpts from the scholarship and leading judicial decisions.  We will consider questions including: what is bankruptcy for? Is it simply a procedural remedy for enforcing substantive rights that exist independent of the bankruptcy case, or an opportunity more fairly to redistribute assets (or losses)? Is bankruptcy special?  Should be Bankruptcy Code be read like any other statute, or do we need special principles for bankruptcy law, and broad equitable powers for bankruptcy courts, to encourage businesses and consumers to reorganize?  We will use case studies like the Purdue Pharma opioid-crisis bankruptcy to assess this.  In the final, consumer bankruptcy component of the course, we will grapple with the reality that most consumer reorganizations are unsuccessful and consider whether the current system strikes the appropriate balance between debtors’ rights and creditors’ protection. 

We will begin each topic by covering the relevant features of bankruptcy law, and you do not need to have taken a bankruptcy class to take this seminar. The objective of the seminar is to provide insight and into and allow for debate of bankruptcy theory and policy; in the process, we will consider the extent to which abstract theories of bankruptcy hold up in the real world, and the topics we cover will include issues of pressing interest to current bankruptcy practitioners. 

Students will be required to participate in class discussions. Students may complete either a series of reflection papers examining the reading materials and topics discussed, or one longer 25-30 page paper designed to satisfy the SRWP. 

Due to substantive overlap in material, 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. 

This seminar will provide students an opportunity to engage closely with emerging law and policy issues associated with the need to increase coastal resilience in the face of climate change.  The recent experiences of both North and South Carolina with Hurricane Florence have highlighted the need for coastal communities to address a wide range of issues associated with climate change.  In addition to designing approaches to increase resilience when faced with storms and rising sea levels, these issues include: (1) information-gathering (via maps, drones, and scientific research about coastal/ocean processes); (2) law and policy refinements (via statutes, regulations, and guidance); and (3) possible litigation to develop useful common law doctrines relevant to the tidelands and the public trust.  Through the use of current cases and policy issues under debate in coastal communities, students will work together to research the most salient questions presented by these issues.  They will analyze relevant facts, laws, policies, socio-economic considerations, and local ordinances, and prepare proposed solutions to these questions in the form of advisory memos and recommendations.  

During the past 40 years, environmental litigation in the federal courts of the United States has played an important role in shaping our quality of life.  Federal statutes designed to improve air and water quality, manage waste, protect species, and establish rules for the management of ocean resources have spawned numerous federal cases – some filed by affected industry, some by the government, and others filed by conservation groups and private citizens.  The resulting precedents affect many aspects of the environment in which we live.

This course introduces students to the progression of a hypothetical environmental case in United States federal courts.  The course begins with the appearance of a potential client, addresses several considerations relevant to a decision whether to file a complaint, examines discovery planning and execution, studies the preparation of dispositive motions, and concludes with an overview of the appeal process.  The course assumes that the hypothetical case will be decided on motions for summary judgment or for injunctive relief.  Therefore, class discussions focus on the manner in which such a case unfolds, with particular attention to developing both the facts and the theory of the case, framing pleadings, and designing and managing discovery.  The course explores these subjects from the perspective of counsel for defendants as well as for plaintiffs.  Students should emerge from the course better equipped to handle various practical aspects of litigation.

Every aspect of financial law and regulation depends heavily on its daily practice.  The environment changes all the time, and the scope of regulatory discretion, at every level of government (state, federal and international) is so large that successful practitioners must understand the current trends in regulatory thinking and practice.  This course will allow students to dive deep into a different aspect of modern financial regulation every week by bringing in prominent alumni practitioners who are experts in specific areas of the field.

The course will be structured as follows:

1. Six 4 hour components, focusing on specific aspects of financial practice according to the expertise of the teacher. Lee Reiners will hold an opening 2 hour class session.
2. Taught by a series of expert practitioners, who will spend two days at the school. Classes will be held on Thursday and Friday.
3. The course is a seminar based on a compilation of readings provided during the course.
4. Students will be graded based upon class participation and six, 1,500-word, writing assignments pertaining to each of the six topics discussed by our guest lecturers.

Likely topics to be covered include:

• Derivatives regulation
• High frequency trading
• FDIC resolution and the insurance fund
• Volcker Rule and Regulation W
• Bank capital requirements

Class will run from Feb 15th to April 5th and will consist of 13 class sessions that are 2 hours long. Seven class sessions will be on a Friday morning from 9-11am and 6 class sessions will be on Thursday afternoon from 4:00pm to 6:00pm.

This course will focus on one of the most important elements in combatting, adapting to and mitigating the impact of climate change, namely the role of finance.  We will review the status of climate change science to gain an understanding of the challenge facing all of us.  Recognition and commitments by governments, including most particularly the United States, China, and Europe, will then be reviewed, before we consider the multiple linkages between finance and climate change, including the adverse impact of cryptocurrency.

Against this introduction the course will then delve into the various dimensions of financial markets and the players involved.  This is important to understand the broad ranging impact and opportunities for addressing climate change.  Once the markets and market participants are understood, the course will review the diverse roles of government agents and regulators, each of whom can have a far-reaching impact in shaping the markets and market behavior.  We will also assess the recognition of the challenge by financial market participants and their actual and potential responses to it.

A particularly thorny area is that of market analytics.  Many market operators claim to be “green,” but at this point the methods for determining the veracity of the claims remain very underdeveloped and often contradictory.  We will consider what has still to be done before we can really evaluate the “green” performance of firms and funds.  We will also face the real challenges that such firms face when trying to adapt.

The course will conclude with an assessment of the overall state of financial markets as one of the most important arenas in the struggle to meet the great challenges posed by climate change.

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.

This course is designed to provide a practical overview of the main labor law issues that arise in the U.S. workplace. Using a variety of approaches of instruction including mock exercises, outside speakers, writing exercises and analysis of current events, the course will familiarize students with not just the basic concepts underlying the broad range of labor law but cover more advanced topics. As such, the course is appropriate both for students who have taken Labor Law and those new to the topic. To a certain extent, the class topics will be “collectively bargained,” meaning students will actually bargain over class material with the Professor, much as what happens in a union-management relationship.

Class will meet seven times through the semester.

This one-credit fast- track advanced legal research workshop will provide students with hands-on research practice across a spectrum of topics, using assignments designed to simulate legal practice in a real-world setting. In addition to primary legal sources, students will practice using litigation documents and analytics products, statutory interpretation and legislative history materials, corporate and contract drafting resources, regulatory materials, interdisciplinary and data research resources, intellectual property materials, and legal history and jurisprudence resources. In-class exercises and take-home assignments will be based on current and recent legal disputes illustrative of those matters students are likely to encounter in practice. Ethical and efficient research methods will be emphasized. Students should come away prepared to tackle research in a variety of legal work settings, including law firm, court, or public interest practice. Successful prior completion of LARW or equivalent is required.

This advanced legal research seminar will introduce students to specific sources and strategies for researching a variety of business law topics, such as corporations, securities, and commercial bankruptcy. We will cover key primary and secondary sources for business law research: state and federal cases, statutes, regulations, and other administrative materials; subject-specific secondary sources; company disclosure documents; and sources for factual company and industry research, among others. The course will emphasize research processes, strategies, and evaluation of sources in a changing information environment. Students will develop their research skills through a variety of hands-on exercises simulating research assignments in practice. Grades will be based on review questions, research exercises, class participation, and a take-home final exam.

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

You’ve heard it before: “Don’t be a lawyer. Lawyers are miserable people.”

Research has continuously shown that lawyers (and law students) experience depression, overwork, dissatisfaction, substance abuse, and psychological distress more severely and at a rate much higher than that of other high-stress professions. In a real sense, lawyers take on the worries of their clients.  It is possible to be a diligent (or even great) lawyer and still maintain well-being and happiness?

In this class, participants will join the growing movement to better define and address that question. Participants will read a survey of the ever-growing theoretical and empirical research on lawyer well-being from both legal academia and positive psychology. In particular, participants will aim to develop a broad perspective of the well-being issues in the legal industry. In doing so, participants will be asked to look for flaws and outliers in the perspective described above – after all, some lawyers are, in fact, happy people. Participants will discuss why that is, and consider whether “happiness” should be an expectation or achievable goal for the average lawyer.

Each participant will be asked to imagine a legal industry in which its well-being problems, while likely never solvable, are at least minimized. To that end, in addition to two reflection papers, each participant will be challenged to outline an article, program, idea, or other contribution to thought leadership that will help ameliorate one or more of the legal industry’s well-being problems.

Along the way, this work should be beneficial to each participant’s own well-being and development of a functional – and possibly even happy – professional identity.

This class is a one-credit, pass-fail seminar that will meet eight times for 90-minute sessions. It is open to 2L, 3L and LLM students, with an enrollment cap of 25.  Reflection papers, project work, and class participation will be required.

In Spring 2024, the class will meet January 12, January 26, February 9, February 23, March 22, March 29, April 5, and April 12.