Juris Doctor

  • LAW JD 770: Introduction to Financial Restructuring Practice (S)
    This seminar is designed to provide students with an introductory and practical understanding of certain fundamental aspects of corporate financial restructuring. The seminar focuses on the representation of distressed companies, major creditors, and investors in high-stakes restructuring matters, with an emphasis on (i) comparing out-of-court and in-court restructuring alternatives for distressed companies and their stakeholders; (ii) benefits and risks associated with the commencement and administration of a case under chapter 11 of the Bankruptcy Code; (iii) the typical timeline, major players, and milestones associated with the chapter 11 process; (iv) strategies for effective restructuring negotiations; and (v) "hot topic" controversies in recent chapter 11 cases. Course materials will consist of recent court decisions and pleadings from noteworthy chapter 11 cases, and select articles concerning significant developments in restructuring law and practice. In addition to class participation, grading will be based upon one term paper of approximately 12 -- 15 pages in length. NOTE: This seminar does not satisfy the Upper-class Writing Requirement. Meeting dates - September 7 to November 2. **A student who fails to attend the initial meeting of a seminar (designated by an (S) in the title), or to obtain permission to be absent from either the instructor or the Registrar, may be administratively dropped from the seminar. Students who are on a wait list for a seminar are required to attend the first seminar meeting to be considered for enrollment.
  • LAW JD 771: Learning From Practice (S)
    This CLASS IS RESTRICTED to students who have received permission from the Office of Experiential Education to enroll. This is the companion academic component for students enrolled in the Learning from Practice: Fieldwork course. This one-hour weekly seminar focuses on the ways in which lawyers develop skills on the job, and identifies best practice for professional development, mentoring, networking, communication, and interacting with clients and the media. The course also examines issues involving diversity, work-life balance, and ethical considerations. The seminar requires students to make a class presentation and keep a reflective journal chronicling their educational experience and reactions to the practice of law observed at the field placement. NOTE: Students who enroll in this externship may count the credits towards the 6 credit Experiential Learning requirement. COREQUISITE: Learning from Practice: Fieldwork (JD 809). GRADING NOTICE: This class does not offer the CR/NC/H option.
  • LAW JD 772: Transaction Simulation: Sale of a Family Business and Related Real Estate
    This course is one of the semester-long transaction simulations offered as part of the School's Transactional Law Program and satisfies the Transaction Simulation requirement of the Transactional Practice Concentration. The simulated transaction involves the consolidation of ownership of a family-owned retail drugstore company in a manner and through agreements that address the differing expectations and interests of the company's two shareholders: (i) the company's chief executive and majority owner seeking to obtain sole ownership of the business, including interests in real estate used in the business and (ii) his sister, a minority shareholder not active in the business, seeking a risk-free separation from the business and an assured pay-out. The course will consider the respective rights and obligations of these two shareholders as majority and minority owners in a closely held business. The course will also address issues involved in commercial real estate leasing and financing, including negotiating a commercial lease, mortgage and mortgage note from the perspective of each party. The course is intended to expose students to the principal tasks undertaken, and issues faced, by both junior and more senior attorneys in this type of transaction, and in doing so to build skills students will need as they enter transactional practice. The class will be divided into teams, with each team representing one of the participants in the transaction. Students will perform the key analytical, drafting and other legal tasks required to effectively represent their respective clients during various stages of the transaction from inception through closing. The course grade will be based on periodic drafting and other written assignments (individual and the individual's portion of team or group assignments), individual contributions to other team or group efforts, and individual class participation (including oral reports). CLASS SIZE: Limited to 12 students. NOTES: This course satisfies the Upper-Class Professional Skills Requirement and counts toward the 6 credit Experiential Learning requirement. The class will also satisfy the Transaction Simulation requirement of the Transactional Practice Concentration. GRADING NOTICE: This class will not offer the CR/NC/H option. ATTENDANCE REQUIREMENT: A student who fails to attend the first class or to obtain permission to be absent from either the instructor or the Registrar, will be administratively dropped from the class. Students who are on the wait list are required to attend the first meeting to be considered for enrollment.
  • LAW JD 773: Transaction Simulation: Auction and Sale of a Private Company
    This course is one of the semester-long transaction simulations offered as part of the School's Transactional Law Program and satisfies the Transaction Simulation Requirement of the Transactional Practice Concentration. The simulated transaction is the auction and sale of a privately-held company in the single-cup coffee brewing industry. The course exposes students to the primary tasks undertaken by both junior and more senior attorneys in a private company auction and sale, and in doing so builds skills students will need as they enter transactional practice. Students will perform analytical, drafting and other legal tasks during each stage of the transaction from inception through closing, including revising and negotiating final terms of a merger agreement for the proposed transaction and preparing the related disclosure schedules. Much of the course work will be done in teams representing the company being sold or a potential purchaser of that company. The course grade will be based on drafting assignments, contributions to team efforts such as in-class presentations and negotiation sessions, and individual class participation.
  • LAW JD 774: Transaction Simulation: Acquisition of Urban Real Estate for Major Commercial Re-Development
    This course is one of the semester-long transaction simulations offered as part of the School's Transactional Law Program and satisfies the Transaction Simulation Requirement of the Transactional Practice Concentration. The simulated transaction is the auction and sale of a privately-held company in the single-cup coffee brewing industry. The course exposes students to the primary tasks undertaken by both junior and more senior attorneys in a private company auction and sale, and in doing so builds skills students will need as they enter transactional practice. Students will perform analytical, drafting and other legal tasks during each stage of the transaction from inception through closing, including revising and negotiating final terms of a merger agreement for the proposed transaction and preparing the related disclosure schedules. Much of the course work will be done in teams representing the company being sold or a potential purchaser of that company. The course grade will be based on drafting assignments, contributions to team efforts such as in-class presentations and negotiation sessions, and individual class participation. CLASS SIZE: Limited to 12 students. PREREQUISITE: Contract Drafting. PREREQUISITE or COREQUISITE: Corporations. NOTES: This course satisfies the Upper-Class Professional Skills Requirement and counts toward the 6 credit Experiential Learning requirement. The class will also satisfy the Transaction Simulation requirement of the Transactional Practice Concentration. GRADING NOTICE: This course does not offer the CR/NC/H option. ATTENDANCE REQUIREMENT: A student who fails to attend the first class or to obtain permission to be absent from either the instructor or the Registrar, will be administratively dropped from the class. Students who are on the wait list are required to attend the first meeting to be considered for enrollment.
  • LAW JD 775: Reproductive Justice (S)
    This seminar explores Reproductive Justice ("RJ") as a paradigm for understanding reproductive oppression -- that is, the subordination of individuals through their bodies, sexualities, and abilities to reproduce. The RJ paradigm picks up where a reproductive rights framework ends. It contends that the fight for equality and dignity in matters relating to reproduction continues beyond a successful argument that the Constitution ought to protect a "right" to privacy, "right" to access contraception, or "right" to an abortion. An RJ framework observes that "rights" are given meaning -- and lose meaning -- according to the race, class, age, sexual orientation, gender identity, immigration status, and physical and mental ability (among other attributes) of the rights bearer. As such, RJ analyzes reproductive experiences within a complex context and with respect to the multiple statuses of the persons involved. GRADING NOTICE: This course does not offer the CR/NC/H option. ** A student who fails to attend the initial meeting of a seminar (designated by an (S) in the title), or to obtain permission to be absent from either the instructor or the Registrar, may be administratively dropped from the seminar. Students who are on a wait list for a seminar are required to attend the first seminar meeting to be considered for enrollment.
  • LAW JD 777: Education Law and Policy (S)
    This seminar considers the legal and policy framework of K-12 public education. During the first two-thirds of the meetings, we will study the historical development of public education; school desegregation and resegregation; school finance; federalism, localism, and accountability efforts; achievement gap and equity reforms such as school choice, charters, and vouchers; single-sex public education and other identity-based public schooling; commitments to students with disabilities; and bullying. For the final third of the course, students will work in pairs to develop a topic for further research, evaluation, and problem-solving, and present their work in person and in writing to the class. Students will leave this course with a foundation in substantive education law and policy, and develop and practice the following skills: oral communication, written communication, law and policy analysis, and collaboration. This is a reading and writing intensive course. NOTES: This seminar does not satisfy the Upper-class Writing Requirement. GRADING NOTICE: This course does not offer the CR/NC/H option. **A student who fails to attend the initial meeting of a seminar (designated by an (S) in the title), or to obtain permission to be absent from either the instructor or the Registrar, may be administratively dropped from the seminar. Students who are on a wait list for a seminar are required to attend the first seminar meeting to be considered for enrollment.
  • LAW JD 778: Introduction to Risk Management and Compliance
    This course covers the core legal concepts underlying compliance -- the new paradigm in corporate accountability -- and its impact on transnational business operations. We will examine the Federal Sentencing Guidelines for Organizations; the Foreign Corrupt Practices Act and the Sarbanes Oxley Act, as well as guidance issued by the Department of Justice and the Securities and Exchange Commission. You'll learn how to: * Identify an enterprise's compliance obligations; * Assess the legal risks associated with those obligations; * Build a compliance and ethics program that effectively mitigates legal risk; and, * Generate value through compliance and ethics.
  • LAW JD 779: Environmental Law Topics: Current Hot Button Issues (S)
    This seminar will examine current hot button issues and controversies in environmental law with an emphasis on their legal and policy implications. Examples may include greenhouse gas emissions from power plants and other fossil fuel sources/users; NIMBY fights over the location of pipelines and wind farms; and the respective environmental impacts of wind, solar, biomass and other alternative energy sources, coal, oil, nuclear or natural gas powered-energy. Through stakeholder analysis, role playing and decision making exercises involving actual cases, students will gain a focused understanding of key federal environmental laws, regulations and policies and learn how practicing lawyers apply the law to a complex set of facts where there are no black and white answers. The course will be conducted in seminar format which means that active participation in discussion and in class exercises will count for a major part of the final grade. Several written projects, collaborations and presentations will be required throughout the semester. Experience in Administrative Law is preferred but not required. NOTE: This seminar does not satisfy the Upper-class Writing Requirement. GRADING NOTICE: This course does not offer the CR/NC/H option. ** A student who fails to attend the initial meeting of a seminar (designated by an (S) in the title), or to obtain permission to be absent from either the instructor or the Registrar, may be administratively dropped from the seminar. Students who are on a wait list for a seminar are required to attend the first seminar meeting to be considered for enrollment.
  • LAW JD 780: Trademark and Unfair Competition
    This course will examine the precepts of trademark and unfair competition law. We will investigate issues of ownership, protectability, misappropriation, and infringement in the context of words, symbols, slogans, product design and trade dress. The course also will handle related issues, depending on class interest, such as: trademark's common law roots, false and comparative advertising, parody, the right of publicity, the First Amendment, a comparison of how copyright and trademark treat 'functional' designs, and the challenge of applying trademark laws in the Internet context. In addition to a 3-hour final exam, all students will be required to complete a short memorandum dealing with trademark clearance and registration issues. GRADING NOTICE: This course does not offer the CR/NC/H option.
  • LAW JD 781: Tax Aspects of International Business & Finance
    Tax aspects of international business transactions, both "inbound" and "outbound", with particular attention to fiscal jurisdiction, the foreign tax credit, allocation of income among affiliated companies, treaties, anti-abuse measures aimed at tax haven operations, information reporting and foreign investment in U.S. securities and real estate. PREREQUISITE/COREQUISITE: INTRODUCTION TO FEDERAL INCOME TAXATION is a recommended prerequisite, but required at least as a corequisite. GRADING NOTICE: This class does not offer the CR/NC/H option. NOTE: This course (and the final exam) is administered through the Graduate Tax Program (Room 1670). This section is for pre-registration purposes only. Students will be transferred to the Tax section (TX906) of the course during the summer.
  • LAW JD 783: Transaction Simulation: Int'l Business Collaboration
    This course is one of the semester-long transaction simulations offered as part of the School's Transactional Law Program and satisfies the Transactional Simulation requirement of the Transactional Practice Concentration. The simulated transaction involves two companies, one a large U.S.-based pharmaceutical company, and the other an African company majority owned by the government. The two companies are interested in working together to produce and commercialize a plant-based product which may be effective in treating, and possibly even preventing, arthritis. The pharmaceutical company has developed and patented a process to extract the active ingredient from the plant which is available in ample supply from the African company. The form of their collaboration could be a joint venture, a licensing agreement or a long term supply contract. For much of the course, the class will be divided into two teams, with each team representing one of the parties to the potential transaction. Negotiations between the two teams will take place through written exchanges and real-time negotiation. The course provides students with an opportunity to gain insight into the dynamics of negotiating and structuring business transactions, to learn about the role that lawyers, law and business play in these negotiations, and to develop experience in drafting communications and actual negotiations. Students will also learn about the legal and business issues that may arise in joint ventures, supply agreements and licensing agreements, particularly in an international transaction. CLASS SIZE: Limited to 12 students (6 JD and 6 LLM). PREREQUISITE OR COREQUISITE: Corporations. NOTES: This course satisfies the Upper-Class Professional Skills Requirement and counts toward the 6 credit Experiential Learning requirement. The class will also satisfy the Transaction Simulation requirement of the Transactional Practice Concentration. GRADING NOTICE: This course does not offer the CR/NC/H option. ATTENDANCE REQUIREMENT: A student who fails to attend the first class and does not obtain permission to be absent from either the Instructor or the Registrar will be administratively dropped from the class. Students who are on the wait list for the class are required to attend the first meeting to be considered for enrollment.
  • LAW JD 784: Crossborder Litigation in Practice
    The course will expose students to the practical aspects of cross border litigation by examining in depth] the ongoing 20+ year legal conflict among Chevron, the State of Ecuador, the indigenous tribes of the Lago Agrio, and two leading American law firms over claims concerning the pollution of a 4,000 square kilometer area of Ecuador. Through the lens of this complex, multi-jurisdictional dispute, the class will examine the types of legal, business, strategic and political issues raised in such a high-profile, "bet the company" dispute, including the Alien Tort Claims Act, the $9.5-billion judgment in Ecuador against Chevron, the Racketeer Influenced and Corrupt Organizations Act, the impact of bilateral investment treaties, and tactics employed in pursuit of and defense against the recognition and enforcement of a foreign judgment. Readings will include the "Invictus Memo" by which Patton Boggs set out a settlement strategy for the plaintiffs and the ruling in the RICO litigation against the plaintiff's lawyers. By the end of the course, students will have an understanding the resources required and the challenges faced in pursuing multi-jurisdiction claims against a multinational corporation. Meeting dates - 2/5/2018-2/23/2018
  • LAW JD 786: Legislative Policy & Drafting: Clinic Option (C)
    THIS CLASS IS RESTRICTED to students who have formally applied to and been accepted to the Legislative Policy & Drafting Clinic. Students learn about the law-making process through coursework and hand-on experience working with a client seeking to advance a bill or project through the state legislature. Students work on several projects during the semester that highlight different aspects of the legislative process, allowing students to relate and test the theories discussed in class to real life situations. The in-class seminar covers subjects that affect the legislative process including: constitutional interpretation by legislatures, theories of representation, legislative organization and rules, lobbying, legislative oversight powers, and legislature-executive agency relationships. The clinic instructor works with students to select projects in the students' specific areas of interest, if any. In particular, students interested in business and tax, environment law, or health law, may specialize in those areas for the full semester. NOTE: This Clinic satisfies the upper-class professional skills requirement and counts towards the 6 credit Experiential Learning requirement. GRADING NOTICE: This course does not offer the CR/NC/H option.
  • LAW JD 788: Contract Drafting
    This course is the foundational skills course within the Transactional Law Program. It teaches students basic principles and skills of drafting and analyzing commercial and transaction agreements, with a focus on recognizing, and addressing through contractual provisions, key business issues in transactions. Although the course will be of particular interest to students interested in a corporate or transactional law practice, since most practicing attorneys will need to work with contracts at some point in their career, the concepts and skills which the course conveys are applicable to virtually all practice areas and specialties. While the course utilizes lectures to introduce various contract concepts and techniques essential for drafting and reviewing commercial and transaction agreements, it requires that students complete in-class exercises and extensive homework assignments as a means of building basic drafting skills and a solid understanding of the structure and operation of contractual provisions in a business transaction. Grades will be based on the graded assignments, good faith completion of ungraded assignments, and class participation. ENROLLMENT LIMIT: 12 students. NOTE: This class satisfies the upper-class Professional Skills requirement and counts toward the 6 credit Experiential Learning requirement. GRADING NOTICE: This class will not offer the CR/NC/H option. ATTENDANCE REQUIREMENT: A student who fails to attend the first class or to obtain permission to be absent from either the instructor or the Registrar, will be administratively dropped from the class. Students who are on the wait list for a section are required to attend the first meeting to be considered for enrollment.
  • LAW JD 789: Transaction Simulation: Forming & Financing a Start-Up Business
    This course is one of the semester-long transaction simulations offered as part of the School's Transactional Law Program. The simulated transaction is the formation and initial financing of a privately-held company in the software industry. The transaction will expose students to the principal issues in counseling entrepreneurs as to their emerging businesses, including key elements such as entity creation, duties of management and control among owners, equity compensation, intellectual property protection, capital raising through preferred stock financing, and financing-related contracts based on industry-standard models. Through in-class discussions and graded homework assignments, students will simulate the work of practicing attorneys (both junior and senior) who counsel start-ups and their founders on a day-to-day basis. The course grade will be based on three drafting homework assignments, contributions in class, and a group project focused on a self-selected current topic. CLASS SIZE: Limited to 12 students. PREREQUISITE: Corporations. NOTES: This course satisfies the Upper-Class Professional Skills Requirement and counts toward the 6 credit Experiential Learning requirement. The class will also satisfy the Transaction Simulation requirement of the Transactional Practice Concentration. GRADING NOTICE: This course does not offer the CR/NC/H option. ATTENDANCE REQUIREMENT: A student who fails to attend the first class or to obtain permission to be absent from either the instructor or the Registrar, will be administratively dropped from the class. Students who are on the wait list are required to attend the first meeting to be considered for enrollment.
  • LAW JD 791: Intellectual Property and the Internet (S)
    This seminar will explore the ways in which the Internet has challenged both the theory and the law of intellectual property. Rather than broadly surveying the landscape, we will closely examine a cluster of topics that have especially challenged courts, legislatures, and theorists. Particular topics will be determined prior to the start of class, but might include: copyright law's treatment of intermediaries (such as YouTube, file sharing services, and online service providers); the obligations of auction sites and other online services to police trademark infringement by their users; the scope of fair use protection for user-generated content; and patent protection for Internet-related technologies and business methods. Grades will be based on a combination of written exercises (required each week) and oral presentations (required once for each student). Student participation is required, and will be taken into account in the grade for the course. In lieu of the short papers, it is possible to write a paper that satisfies the Upper-class Writing Requirement. PREREQUISITE: All students must have completed a core Intellectual Property course (Intellectual Property, Patent Law, Copyright Law, or Trademark Law). GRADING NOTICE: This class will not offer the CR/NC/H option. **A student who fails to attend the initial meeting of a seminar (designated by an (S) in the title), or to obtain permission to be absent from either the instructor or the Registrar, may be administratively dropped from the seminar. Students who are on a wait list for a seminar are required to attend the first seminar meeting to be considered for enrollment.
  • LAW JD 792: Cybersecurity Law
    This course will consider legal and policy challenges arising from rapidly evolving threats in cyberspace. It will define an array of cyber threats, and consider the ways in which they impact a range of governmental and non-governmental actors and entities. It will identify the domestic and international legal frameworks that regulate conduct in cyberspace--including laws related to cybercrime, cyberespionage, and cyberwar--and examine substantive and institutional questions such as: What existing principles limit cyber threats? What are the norms emerging through state practice? How should we fill in the gaps? Who should make these decisions? How should they be enforced? The course will explore these questions within the context of broader policy debates about Internet governance and the role of governmental and non-governmental actors in defending against cyber threats; state restrictions on civil rights and liberties in defending against cyber threats; allocation of decision-making among (and within) the branches for U.S. cybersecurity; and issues of secrecy and accountability. The objective of this course is to deepen our understanding of the existing threats and protections in cyberspace, the regulatory challenges that exist, and the institutions that should address them. No technical knowledge is required. Familiarity with public international law, administrative law and criminal procedure is helpful, but not necessary. International law concepts will be introduced as necessary. GRADING NOTICE: This class will not offer the CR/NC/H option.
  • LAW JD 793: Trade Secrets and Restrictive Covenants
    This course will examine the theory, practice, and interrelationship of trade secret law and the law of restrictive covenants, including laws governing the use and enforceability of noncompetition agreements. We will explore what a trade secret is, what it is not, how it differs from other types of intellectual property, and how something secret can constitute protectable property. We will investigate how trade secrets can be misappropriated, including misappropriation through one's memory; whether and in what circumstances trade secrets will be protected, including through the use of noncompetition agreements, nondisclosure agreements, and other restrictive covenants; the other purposes served by those agreements; and the strengths and weaknesses of the various laws governing the protection of trade secrets and the use of restrictive covenants. Depending on class interest and time, we may discuss related issues such as the current debate over the use of noncompete agreements and their putative effects on innovation. NOTE: This course satisfies the upper-class professional skills requirement. GRADING NOTICE: This course does not offer the CR/NC/H option. OFFERING PATTERN: This class is not offered every year. Students are advised to take this into account when planning their long-term schedule.
  • LAW JD 796: Climate Change Law and Policy (S)
    Climate change is the most important environmental issue of this century. It has generated major law and policy over the last several years, both in the United States and internationally, and presents significant legal and policy issues that remain unresolved. This seminar will examine the legal tools available to address climate change and possibilities for future action, as well as related challenges in light of the current political landscape. The seminar first will consider the international context and review the history of climate change efforts on a global scale, including the United Nations Framework Convention on Climate Change, the Kyoto Protocol, and the 2015 Paris Agreement. It will then focus on currently available U.S. authorities, including the Clean Air Act and executive branch powers, and on state and local efforts. Because there is no statute that addresses climate change head-on, the seminar will consider the challenges presented when a major policy concern is advanced in the absence of a firm statutory foundation. Climate change also raises important issues of human rights, environmental justice, and international and intergenerational equity, which will be examined. Finally, the seminar will look to the future and pose questions concerning expectations for international cooperation and possible developments in U.S. law and policy. There are no prerequisites. The grade will be based on class participation and papers. NOTE: This seminar does not satisfy the Upper Class Writing Requirement. GRADING NOTICE: This class will not offer the CR/NC/H option. ** A student who fails to attend the initial meeting of a seminar (designated by an (S) in the title), or to obtain permission to be absent from either the instructor or the Registrar, may be administratively dropped from the seminar. Students who are on a wait list for a seminar are required to attend the first seminar meeting to be considered for enrollment.