Juris Doctor

• LAW JD 918: International Tax (S)
  This seminar examines U.S. income tax laws and policies relating to the taxation of foreign income of U.S. persons and U.S. income of foreign persons. No prior exposure to international taxation is necessary. The readings for this course will consist primarily of law review articles and legislative materials from both the United States and other jurisdictions. Topics will include residence, source of income, elimination of double taxation, taxation of nonresidents, anti-avoidance measures, and income tax treaties. The prerequisite for this course is Federal Income Taxation. Each student must complete a final paper. NOTE: A limited number of students may be permitted to satisfy the upper-class writing requirement. RESTRICTION: Students may not register for both International Taxation I (JD781/TX906) and this seminar. **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 919: Negotiated Mergers & Acquisitions (S)
  This seminar introduces students to the principal business and legal issues found in and raised by mergers and acquisitions transactions and highlights the significant role that lawyers play in structuring, managing and effecting these complex transactions. The seminar will begin with an overview of how and why mergers and acquisitions take place. The course will then cover the mergers and acquisitions process, including deal-making strategies the corporate law affords, and will proceed through all aspects of the life of an M&A deal from inception to closing (and beyond). The seminar will cover how M&A lawyers negotiate and document the inherent risk allocations of business combinations. We will examine deal terms and structures, risk defining and shifting devices, and the role of the lawyer in managing the process. We will also highlight the due diligence process, stockholder relationships, fiduciary duties and securities laws considerations, and liquidity considerations. Theoretical readings will be balanced against practical articles and commentary, recent court decisions and model deal documents. The assigned reading will include materials from real deals and transaction documents. Students are encouraged to analyze and discuss the real-world problems faced by parties, legal counselors and courts called upon to judge such transactions. The seminar will be highlighted by guest lectures by experts in international M&A and Delaware jurisprudence. Students will be required to participate in mock negotiations/discussions. In addition, there will be a short final exam. Grades will be based on class participation and written materials (70%), which may include required email submissions prior to class and mock negotiations/discussions during class, and a final exam (30%). PREREQUISITE: Corporations (May be waived with an instructor's permission.) NOTES: This seminar does not satisfy the Upper-class Writing Requirement. This seminar satisfies the upper-class professional skills requirement. **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 920: Issues in Criminal Justice
  This seminar will explore issues which the students encounter in the cases which they litigate. The seminar will discuss the role of the parties in the criminal justice system and institutional problems that play a recurring role.
• LAW JD 921: Negotiation
  The goal of this course is to improve your effectiveness as a negotiator. In this highly interactive class, students will examine negotiation from a variety of perspectives and learn specific negotiation strategies and tactics. Over the course of the semester, students will engage in a series of negotiation exercises (i.e., role plays) through which they can develop and hone their negotiation skills and approaches. Students will be asked to write short papers (i.e., 1-3 pages each) in which they reflect upon and analyze their performance in the negotiation exercises. No final exam or paper. ENROLLMENT LIMIT: 12 students. RESTRICTION: Students may not enroll in Negotiation and Alternative Dispute Resolution (JD881).
• LAW JD 922: Constitutional Theory (S)
  This course will examine contemporary controversies concerning the nature of constitutional interpretation and the proper scope of judicial review in our constitutional democracy. It will use a series of problems or debates about certain controversial rights -- e.g., right to privacy, reproductive rights, right to marry, right to die, right to welfare, and right to equal citizenship -- to assess several theories of constitutional interpretation. The readings will illustrate the theories of originalism, reinforcing representative democracy, and protecting fundamental rights, as well as civic republican, communitarian, progressive, and feminist theories. Authors will include Robert Bork, Ronald Dworkin, John Hart Ely, Mary Ann Glendon, Catharine MacKinnon, Frank Michelman, Michael Sandel, Antonin Scalia, Cass Sunstein, Robin West, and others. ** 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 923: Criminal Trial Practice/Professional Responsibility
  THIS CLASS IS RESTRICTED to 3L students who started the Criminal Clinic in Spring 2012. The course will focus on ethical issues that arise in the context of criminal trial litigation. NOTE: This component satisfies the School of Law's Professional Responsibility requirement. GRADING NOTICE: This course does not offer the CR/NC/H option.
• LAW JD 924: Legal Externship Program: Fieldwork (C)
  The Legal Externship Program is a one semester clinical program where students work for credit at a public interest, for profit company, judicial or government organization. Through the program, students gain hands-on legal experience under the supervision of practitioners who are experts in their fields. Students receive variable credits (pass/fail) for the fieldwork component of the externship, determined as follows: 3 credits = 150 hours total; 4 credits = 200 hours total; and 5 credits = 250 hours total. The student's schedule and hours are determined in consulation with the placement supervisors. Some placements require 250 hours. The fieldwork begins the first week of classes and students work through the last week of classes. Students may not begin the fieldwork before the semester begins. Upon acceptance, Professor Lois Knight works with students to identify suitable field placements depending on each student's individual interests and career goals. Once possible placement organizations are identified, students are responsible for applying to those organizations. Although there are no formal prequisites, some classes are highly recommended. For any litigation-based placement, you should have taken Evidence. For any criminal placement, in particular the criminal division of the US Attorney's Office, you should have taken Criminal Procedure. Additionally, you should take any other substantive law class that will help you understand the law related to your placement. For example, if you want to work at an environmental placement, you should take an environmental law class. COREQUISITE: Legal Externship Program: Legal Ethics (JD 925). NOTE: The Legal Externship Program satisfies the upper-class professional skills requirement.
• LAW JD 925: Legal Externship Program: Legal Ethics
  The Legal Externship is a one-semester clinical program. Students are required to apply and be accepted to the program before they may register. The weekly seminar is required of all Legal Externship participants. An integral part of the externship, this two hour weekly seminar examines legal practice and the ethics of lawyering. The seminar requires students to write a paper and make a class presentation. In addition, each student keeps a weekly journal chronicling their educational experience and reactions to the practice of law observed at the field placements. NOTE: The seminar satisfies the Law School's professional responsibility requirement. COREQUISITE: Legal Externship Program: Fieldwork (JD 924). GRADING NOTICE: This class does not offer the CR/NC/H option.
• LAW JD 927: International Law
  This course will offer a basic survey of contemporary international law. It will teach students the minimum that every lawyer should know about the major issues of public international law and policy that influence current events and modern legal practice. It will also provide a foundation for those interested in further study of particular topics covered. We will consider both the historical "law of nations" and post-World War II developments, which have shifted the fulcrum of the system from an exclusive focus on the rights and duties of states inter se to a broader focus on all the diverse participants in the contemporary international legal process: not only states but intergovernmental and nongovernmental organizations, insurgents, multinational business enterprises, terrorist and criminal associations, and individuals. Specific topics will include: (i) the history, nature, sources and efficacy of international law; (ii) the establishment, transformation and termination of states and other actors, including international institutions and, in particular, the United Nations; (iii) the domestic incorporation of international law, with a focus on key concepts of U.S. foreign relations law; (iv) the allocation among states of jurisdiction to prescribe and apply law, as well as jurisdictional immunities; (v) human rights, the laws of war, and international criminal law; (vi) the allocation of control over and regulation of the resources of the planet, including the law of the sea, territory, the environment, and the global economy; and (vii) the use of force. The role of power in the international legal system will be candidly acknowledged--and the problems and opportunities it presents explored. Current international events will be woven into the curriculum as appropriate. Examination.
• LAW JD 928: Shareholder Activism (S)
  In recent years, shareholder activism has transformed the way public companies are run. Many shareholders are no longer content to passively defer to senior managers and boards of directors while quietly collecting their dividends and hoping for share price appreciation. This course will explore various forms of shareholder activism. We will examine the debate over proxy access and its successful inclusion in Dodd-Frank, say-on-pay initiatives, majority voting for directors, the corporate governance reform movement, and shareholder litigation, touching on both securities fraud class actions and deal litigation. We will examine the debate over socially responsible investing and the problems posed by corporations' use of shareholder dollars to make campaign contributions, particularly in light of the Supreme Court's recent decision in Citizens United. In examining these debates we will discuss the costs and benefits of such activism. Students will also develop an appreciation for the institutional players that drive this activism, and for those that oppose it. PREREQUISITE: Corporations (may be waived with instructor's permission). NOTE: A limited number of students may be permitted to satisfy the upper-class writing requirement with the approval of the instructor. ** 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 931: Private Equity and Venture Capital Transactions (S)
  This seminar introduces students to the business and legal issues prevalent in private equity and venture capital deals and highlights the significant role that lawyers play in effecting these transactions. The seminar will begin with an overview of the private equity and venture capital industries, an introduction to investment transactions and will proceed through all aspects of the life of an investment from inception to exit. It will address how investment funds are formed and the legal and financial considerations present when those funds invest in private companies. We will examine deal terms and structures, pricing and corporate finance issues, and the management of deal risk. It will also highlight the due diligence process, stockholder relationships, fiduciary duties and securities laws considerations, and liquidity events. Theoretical readings will be balanced against practical articles and commentary, recent court decisions and model deal documents. The seminar will be highlighted by guest lectures by private equity and venture capital investment professionals. Grades will be based on a final exam, short pre-class exercises and class participation. REREQUISITE: Corporations (May be waived with an instructor's permission.) NOTE: Students may enroll in this seminar even though they have previously taken the Deals course, but students may not take Deals after they have taken this seminar. NOTES: This seminar does not satisfy the Upper-class Writing Requirement. This seminar satisfies the upper-class professional skills requirement. ** 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 932: Admiralty
  Admiralty cases comprise a significant portion of the case load of federal courts near U.S. ports. Clerks for judges in those courts should have an understanding of admiralty law. In addition, lawyers who handle international transactions will likely encounter admiralty issues even if they do not specialize in admiralty law. The practice of admiralty law is by its nature international. Admiralty practitioners work with lawyers and clients from many nations and travel often to those nations. The course will examine admiralty jurisdiction of the federal and state courts as well as oft litigated choice of law and choice of forum issues. Our examination of the substantive areas of admiralty law will show how they fit together and affect one another. The substantive areas will include the international and domestic multimodal carriage of goods, charter parties (contracts to use an entire ship or part of a ship), salvage, towing, pilotage, collision, stranding, general average, and personal injury. We shall also examine ship mortgages and marine insurance. Marine insurance affects almost all aspects of admiralty law. We shall attempt to predict the affects of the Rotterdam Rules (a new treaty that the United States and other nations are in the process of ratifying) on various aspects of admiralty law, particularly the carriage of goods. OFFERING PATTERN: This class is frequently offered in alternating years. Students are advised to take this into account when planning their long-term schedule.
• LAW JD 934: Affordable Housing Law Externship: Fieldwork (C)
  Through the Affordable Housing Externship Program, students receive credit for an externship done in conjunction with the Affordable Housing and Community Development seminar (JD935), taught by Mr. Peter Freeman. Students receive 3 credits (C/NC) for performing 150 hours of fieldwork (about 12 hours per week), and 3 credits (graded) for the weekly seminar. The solutions to the ongoing problem and challenge of providing affordable housing and sustainable community development in our nation's cities and towns will occur only through the interdisciplinary efforts of lawyers, community groups, financial institutions, architects, engineers, planners and governmental agencies (at the local, state and federal levels). The Affordable Housing Externship Program provides opportunities for students to interface directly with the players mentioned above. "Learning the law" in this field is therefore enhanced immeasurably. The externship component offers the opportunity for students to experience how various laws, tools and programs come together in the real world to achieve the goal - project by project and case by case - of providing affordable housing and sustainable community development. Boston has a great wealth of public and non-profit housing and community development agencies, each providing a great experience for students. Students must submit an application for the Externship by April 15. Please contact Mr. Freeman for more information about specific placement possibilities.
• LAW JD 935: Affordable Housing Law and Community Development (S)
  The seminar will combine a focus on: 1) public policy issues related to the goals of creation of affordable housing in the context of community revitalization; and 2) real-world implementation strategies that have been successfully used to achieve these goals. Analyzing the roles of government agencies, non-profit organizations, neighborhood groups, and private businesses will be a key part of the seminar. In lieu of a traditional exam or term paper, students will engage in field research and investigation of real community projects as part of semester long case studies, where they will work with lawyers, government officials, developers and grass-roots advocates involved with the projects. The relative utility of traditional legal techniques (such as land use planning devices, zoning, easements, revolving trusts, leasehold covenants and financing) will be carefully analyzed; the policies and impact of federal, state and local laws, including federal and state affordable housing financing programs and the Community Preservation Act in Massachusetts, will be examined; and possible new approaches will be considered. By incorporating real-world projects into the seminar, it is hoped that the interface of law, economics, planning, design, and construction disciplines will enable the problems to be analyzed from a variety of perspectives reflecting a client's and a community's practical concerns. LIMITED WRITING REQUIREMENT OPTION: A limited number of students may be permitted to satisfy the upper-class writing requirement with the approval of the Associate Dean for Academic Affairs. NOTE: This seminar satisfies the Upper-class Professional Skills requirement. CLINIC OPTION: Interested students may apply to enroll in the Affordable Housing Law Clinic. OFFERING PATTERN: This class is frequently offered in alternating years. Students are advised to take this into account when planning their long-term schedule. ** 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 936: International Development and Project Finance (S)
  Capital-intensive public and private development projects throughout the world, including large-scale infrastructure, transportation, energy, agriculture, technology and environmental projects depend upon project financing as the primary funding mechanism. Understanding and resolving the political, legal and financial risks associated with the planning and implementation of these projects, and often in emerging and unstable economies, is the critical first step in developing project finance opportunities. The seminar will combine theory and practice and focus on the negotiation and structure of actual project finance and concession agreements and transactions and the minimization of exposures and risks associated with these transactions. Each step of the project finance process will be analyzed, including the rationale and sources for the project finance, the legal framework for the project finance, the organizational and governance structure, risk allocation and mitigation and dispute resolution. An interdisciplinary analysis from the legal, finance and public perspective will be used to assess the views that investors, lenders, designers, contractors, governmental participants, citizens and other stakeholders bring to an infrastructure project. Several of the world's largest and most complex civil engineering and infrastructure mega projects including the English Chunnel, the Chad Cameroon Pipeline, the Dabhol Power Project and Boston's Central Artery Tunnel Project will serve as models for analysis of project finance and risk. A final research paper will be required in lieu of an examination. NOTE: This seminar satisfies the Upper-class Professional Skills requirement. LIMITED WRITING REQUIREMENT OPTION: A limited number of students may be permitted to satisfy the upper-class writing requirement. **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 937: American Legislative Practice: Interns/Fieldwork (C)
  American Legislative Practice is a one-semester clinical program. Students are required to apply and be accepted to the program before they register. The Internship Option will be offered in both the spring and fall semesters in 2011/2012. Accepted students will work with a Senator or Representative in the Massachusetts Legislature for 3-5 ungraded credits. The program matches second-year and third-year students with Senators and Representatives at the Massachusetts State House. Interns may draft legislation; evaluate testimony; participate in planning meetings with legislators and staff; research questions of law and fact for proposed legislation; observe legislative strategy sessions and negotiations; attend floor debates and committee meetings. COREQUISITE: American Legislative Practice: Interns/Seminar (JD 938). NOTE: This program satisfies the upper-class professional skills requirement.
• LAW JD 938: American Legislative Practice: Interns/Seminar
  The American Legislative Practice: Internship option is a one-semester clinical program. Students are required to apply and be accepted to the program before they register. The Internship option is offered in both the spring and fall semesters in 2011/2012. The American Legislative Practice seminar will cover 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 seminar component counts for three graded credits. COREQUISITE: American Legislative Practice: Interns/Fieldwork(JD937).
• LAW JD 939: Patent Prosecution (S)
  Graduate Prerequisites: INTELLECTUAL PROPERTY, PATENT LAW, OR PERMISSION OF THE INSTRUCTOR.
  This seminar will examine various aspects of U.S. patent prosecution, including basic procedures, strategies, ethical considerations, and patent reform legislation. Related proceedings including reexamination, interference, and opposition will be discussed, as will certain aspects of international prosecution. PREREQUISITE-COREQUISITE: Intellectual Property, Patent Law, or permission of the instructor. LIMITED WRITING REQUIREMENT OPTION: A limited number of students may be permitted to satisfy the upper-class writing requirement with the approval of the Associate Dean for Academic Affairs. NOTE: This seminar satisfies the upper-class professional skills requirement. OFFERING PATTERN: This class is frequently offered in alternating years. Students are advised to take this into account when planning their long-term schedule. ** 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 941: Corporate Governance (S)
  This seminar will address corporate governance issues from an historical as well as current perspective. In addressing the legal framework of corporate governance for the modern U.S. corporation, we will consider the implications for corporate governance posed by different players, including investors, independent directors, corporate management, employees and other stakeholders. Throughout our discussions, we will seek to take into account the roles played by courts, legislatures, and regulatory bodies, as well as the challenges and responsibilities of lawyers who advise their clients in various settings. In addition to discussion of legal academic writings, cases and relevant laws, we will engage in a number of role-playing exercises in class. For example, students may be called upon to play various roles in a simulated annual meeting of shareholders involving a campaign to withhold votes to elect a company's board chairman or to play the role of legal advisers to independent directors of a company's board who are called upon to negotiate the compensation of the company's chief executive officer. There is no exam in this course. Each student will be required to write one short paper (up to 5 pages) that will cover a topic for a given class and will be responsible for leading (or co-leading with one or more other students) the discussion on that topic for a substantial portion of that class. In this regard, the student or students responsible for leading the discussion in a given class will also be asked to identify and post an additional reading for that class. Each student will also be required to write a longer paper of publishable quality due at the end of the semester. The professor will consult with each student at the outset, when a research topic is chosen, and during other stages of the research and writing process. PREREQUISITE: Corporations. RECOMMENDED: Securities Regulation (either prior to or concurrent with this course.) LIMITED WRITING REQUIREMENT OPTION: A limited number of students may be permitted to satisfy the upper-class writing requirement with the approval of the Associate Dean for Academic Affairs. ** A student who fails to attend the initial meeting of a seminar, or to obtain permission to be absent from either the instructor or the Registrar, will be administratively dropped from the seminar. Students who waitlist for a seminar are required to attend the first seminar meeting to be considered for enrollment.
• LAW JD 942: English Legal History
  This course will cover the history of the common law in England from the late twelfth century to the time of the American Revolution. We will study the development of the legal profession, its doctrines, and its techniques in five areas: procedure, criminal law, property, contract, and tort. The readings emphasize primary sources, and students will give presentations in teams on historical documents handed out in class. Students can either write a research paper or complete a take-home examination. Research papers may, but need not, fulfill the Writing Requirement.