The curriculum focuses on the essential topics that form the basis of an international transaction-based practice. It consists of a core curriculum of six three-credit courses, with U.S. Contract Law for International Lawyers, U.S. Corporate Law for International Lawyers, and International Business Transactions and Agreements being required courses (corporations and contracts may be waived under certain circumstances). Two additional courses are offered for those who have already taken corporations or contracts, or who wish to take additional offerings within the Executive LL.M. Program. Pease see the FAQ section for further details.
- U.S. Contract Law for International Lawyers
- U.S. Corporate Law for International Lawyers
- U.S. and Trans-Border Securities Regulation
- U.S. and Trans-Border Mergers & Acquisitions
- Corporate Finance with U.S. and International Reporting
- International Business Transactions and Agreements
- U.S. and International Intellectual Property
- International Arbitration
- Managing Compliance Risks for International Business Networks
- Deals: The Legal Engineering Behind Corporate Transactions
- Environmental Law
- Administrative Law
- Energy Law and Policy in a Carbon-Constrained World
- Energy Regulation and the Environment
- Alternative Fuels and Renewable Energy
- Oil and Gas Development and the Environment
- Environmental Dispute Resolution
- Federal Income Tax
- International Tax
- Corporate Tax
- Transfer Pricing
In addition, students participate throughout the week in a colloquium, “Current Issues in U.S. Business Law,” which covers current legal topics in the important fields of bankruptcy, intellectual property, alternative dispute resolution, international business arbitration, multijurisdictional practice and competition (antitrust) law. The colloquium leaders will include prominent practitioners and faculty. The colloquium grants one credit.
This course covers legal and equitable remedies for enforcing contracts, elements of assent, interpretation of contract terms, determining what promises are enforceable, tests for performance and breach, and defenses to contract enforcement.
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This course examines the legal structure and characteristics of US business corporations and LLCs, especially in Delaware, with a focus on issues that will interest international lawyers. Topics include the distribution of power between management and shareholders; the limitations on management powers imposed by state law fiduciary duties; rights of minority shareholders; shareholder derivative suits; and capital and voting structures. US federal Securities Law and Mergers & Acquisitions are covered in other Executive LL.M. courses.
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This course analyzes key issues under the U.S. federal securities laws, principally the Securities Act of 1933 and the Securities Exchange Act of 1934, with respect to the offer and sale and trading of securities. It includes a study of what constitutes a security, the public offering process, mandatory disclosure requirements for public companies, exemptions from registration, and potential liabilities and sanctions.
This course will explore the various modes of business acquisition including statutory mergers, asset purchases, and stock purchases and, for each type of business combination, will examine (1) the strategic and practical advantages and disadvantages, (2) the statutory requirements and procedures, (3) the documentation required or suggested, and (4) the relevant case law. The course looks at the practical aspects of the business lawyer's role in structuring the transaction, in identifying, explaining and negotiating the business/legal terms, in negotiating the acquisition agreements, and in getting the deal done. The course materials will consist of traditional statutory and case materials, explanatory materials, and legal documents, such as letters of intent, confidentiality agreements, merger agreements, etc. The course will use U.S. materials (particularly the law of Delaware) as base materials, but will also consider trans-border transactions.
Corporate Finance and Accounting is concerned with understanding financial statements and reports. The objective is that students will be able to read and understand the four financial statements and the 10-k annual report. Emphasis is placed on understanding the nature and meaning of the reports, as well as the relationship to the underlying transactions. Other topics may include: basic accounting principles, US GAAP versus IFRS, financial statement analysis, the relationship of the financial statement information to covenant documents, and accounting gamesmanship. It will also include analysis and structuring of capital transactions, with emphasis on financial statement analysis, attributes of equity and debt securities and transactions which restructure existing corporate capitalizations. Transactions discussed will include an acquisition, an out-of-court debt restructuring and a negotiated reallocation of equity.
IBTA covers the transactional approach to legal problems encountered in commercial and financial business ventures that cross national borders. Topics include form of doing business, including formation of contracts and the range of issues presented-such as choice of law, choice of forum, commercial terms, force majeure, sales, distribution and agency law, franchise, licensing arrangements, and foreign direct investments ; the operations of the institutions of the World Trade Organization; investment in free trade areas such as the European Union and NAFTA; and issues of transfer of intellectual property and international dispute resolution. Students will gain exposure to analyzing various international business agreements and documents including global joint venture agreements and privatization provisions, sales and letters of credit, distribution and franchise agreements, international development and investment agreements, letters of intent for mergers and acquisitions, and technology licensing agreements.
The U.S. and Intellectual Property Law course examines legal protection of inventions, creative expression and other kinds of information. This course will introduce students to patents, copyrights, trademarks, and trade secrets. Most of the course will cover American intellectual property law, but comparative and international issues will also be covered.
The old maxim “where business goes, disputes soon follow” has renewed vitality in an age of globalization. As cross-border commerce follows American business abroad, and offshore foreign investment flows into the U.S., the potential for clashes in the business expectations of the parties increases, particularly as the economy softens. Dispute resolution thus becomes an almost inescapable component of today’s private international commercial dispute process. The focus of the course will be on international arbitration, from inception in the contractual drafting through the mechanics of the dispute resolution process to the enforcement stage, with some consideration of other alternative dispute resolution techniques. The original case studies and related materials are largely drawn from actual practice. This course is designed for corporate attorneys as well as litigators.
Extraterritorial application of US laws -- particularly in the areas of anti-corruption and sanctions -- has exposed multinational businesses and their networks of foreign subsidiaries, agents and collaborators to heightened risk of civil and criminal liability. High-profile prosecutions and fines have underscored the potential cost of non-compliance and the need for enhanced due diligence and monitoring of international business relationships. This course examines recent developments in US law that impact compliance risks in international business operations, and explores potential tools for evaluating and managing those risks.
This course looks at how lawyers can, and do, add value to complex transactions and contracts, or deals. The course will identify and evaluate common issues that present contractual risks for corporate clients and examine how those risks can be resolved or mitigated by legal advisers, whether through structural or contractual mechanisms. Students will be introduced to a conceptual framework with which to analyze legal risks in business transactions including informational asymmetry, adverse selection, moral hazard, asset specificity and opportunism and contractual incentives. During the residency period students will be given the opportunity to apply those concepts during moderated negotiations of scenarios taken from real world transactions, and then will examine and evaluate the final contractual documentation from those transactions.
This course takes a hybrid approach to teaching environmental law. This course will: (1) provide an overview of some of the major environmental statutes in the United States; (2) address the variety of regulatory tools and concepts that can be used to prevent environmental harm, focusing on the proper match between regulatory tool and environmental harm; and (3) discuss the role of other disciplines (e.g., science) and alternative means (e.g., public awareness) to facilitate changes in environmental policy.
The goal of Administrative Law is to provide students with a working knowledge of the general principles of administrative law, a general knowledge of the workings of bureaucratic institutions, and an understanding of the critiques of government. It examines the implementation of legislative policy through administrative agencies, including the role of administrative agencies in the governmental process, rulemaking, adjudication, and judicial review of agency actions. The goal of this particular course is to provide a general introduction to administrative law and then emphasize how to advocate your position to government agencies using those principles.
The energy industry is both a key to the life that billions seek and our world's most significant source of pollution. Environmental problems are the most important constraint now faced by energy industries. This course examines the key issues in American energy policy (with references to global context), and searches for ways to resolve, or at least ease, the strains that that policy puts upon environmental sustainability.(pre-requisite for Energy Regulation and the Environment)
Energy is the fundamental necessity of civilization and, indeed, of life itself. And, yet, we cannot repeal the Second Law of Thermodynamics, which teaches that in a closed system such as Planet Earth, the use of energy will gradually transform everything of value into a state of useless entropy. Fortunately, as global climate change acquaints us viscerally with this ineluctable reality and its grim implications, we have a legal and regulatory framework that can be pressed into service to address the entropy challenge without unnecessarily sacrificing public safety and welfare. This intermediate level course is intended to provide students with an intimate familiarity with that legal and regulatory framework. (pre-requisite: Energy Regulation and the Environment)
This survey course is built on the three major cornerstones of renewable energy development: technology, socioeconomics, and law and policy. It targets a diverse audience including aspiring and experienced energy and environmental professionals, public policy analysts, and attorneys venturing into the world of renewable energy. The course utilizes an interdisciplinary approach featuring learning materials from law, economics, sociology, environmental science, and engineering.
Navigating the complex labyrinth of contemporary energy and environmental issues requires a firm understanding of legal and policy concepts of oil and gas development. This course examines the legal and regulatory framework of domestic and international upstream and downstream oil and gas activities. The course explores key domestic statutory and common law sources, as well as regulations. It also surveys selected international and comparative materials such as joint field development agreements and arbitral decisions. The course maintains an environmental perspective and examines several important case studies such as the proposed Keystone XL pipeline, hydraulic fracturing (fracking) activities in the Marcellus Shale, and Arctic offshore hydrocarbon development.
This course explores the range of processes that are used to resolve environmental disputes with particular emphasis on consensual processes such as negotiation and mediation. Instruction will be based on readings, simulations, discussions and exercises of the theory of dispute resolution and environmental law. One aim of this course is to help students build the skills necessary to be effective negotiators and advocates in the environmental context.
This course presents an introduction to the fundamentals of federal income tax law, emphasizing issues common to individual taxpayers. Topics include an overview of the federal tax system; gross income, inclusions and exclusions; identity of the proper taxpayer; concepts and categories of deductions; basic timing principles; federal income tax aspects of the acquisition, ownership, and disposition of property; realization and recognition; basis and amount realized; the effects of debt (including its cancellation); depreciation and amortization; at risk, not for profit, and passive activity loss deductibility limitations; capital gains and losses, related party transactions, quasi-capital assets and depreciation recapture; and deferred payment transactions (original issue discount and installment sales).
Topics in this course include the 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. Topics from International Tax II include an in-depth analysis of the rules relating to the foreign tax credit, including basic sources of income and allocations of deductions (particularly interest expense), with emphasis on the determination of the deemed-paid credit, the overall and separate limitations and the look-through and foreign-loss rules. The anti-deferral provisions under Subpart F of the IRC, including the definition of U.S. shareholder and controlled foreign corporation, the determination of the various types of subpart F inclusions, and the effect of partnership and disregarded entities on the application of these rules also will be covered. Inbound international taxation issues will involve the U.S. tax rules applicable to taxation of income from U.S. (and sometimes foreign) sources received by corporations and individuals that are non-residents of the United States. In some cases, such income will be derived from passive investments and be in the form of dividends, interest, rents, or royalties. In other cases, the income will arise from active business activities. The course will address the concept of residence and entity classification, the U.S. source of income rules, the U.S. withholding tax rules (including the obligations of withholding agents) with respect to non-business income, the types of activities that can generate a "trade or business" (tax nexus) in the U.S., the U.S. rules for determining income “effectively connected” with a U.S. trade or business and thus taxable in the U.S., the branch profits tax, FIRPTA (foreign investment in U.S. real property), the U.S. rules applicable to financing U.S. operations owned by non-U.S. taxpayers, and the impact of tax treaties on the taxation of income of non-residents.
Income tax considerations relating to transfers of assets and liabilities to a corporation (during incorporation and otherwise), non-liquidating distributions, stock redemptions, related party stock purchases and corporate liquidations. Includes an overview of the treatment of a corporate shareholder versus other shareholders.
This course undertakes a detailed examination of the US transfer pricing rules, policies and procedures. It will only casually address issues in other jurisdictions – transfer pricing rules in strongly OECD jurisdictions like Canada, the United Kingdom and Australia will be considered only in a contrasting manner to provide context. In addition, the transfer pricing rules in customs and those in the VAT (EU and elsewhere) will similarly be considered only where they provide contrast to the US rules.