Courses

• LAW JD 914: Real Estate Finance and Tax (S)
  This class will study the various forms of real estate financing, including conventional mortgage financing, hybrid debt-equity financing and "off-balance sheet" financing. The focus of the seminar is the structuring of complex real estate transactions with emphasis on the tax and accounting results. We will consider the economic and tax effect of various forms of real estate financing on owners, users and lenders and analyze major tax issues, including (a) distinctions between equity and debt, (b) distinctions between ownership and leasing, (c) original issue discount problems, (d) Section 467 rent agreement problems, and (e) tax-free exchange problems. We will also analyze major accounting issues, including (a) FASB No. 13 relating to off-balance sheet treatment of financing, (b) FASB Nos. 66 and 98 relating to accounting treatments of a sale of real estate and (c) the "synthetic" lease. We will also cover the various forms of ownership of real estate, including limited partnerships and REITs . Seminar paper is required and will be an in-depth study and analysis of complex tax and accounting issues. PREREQUISITE : Introduction to Federal Income Taxation. 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. ** 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 915: Law & Development (S)
  This seminar explores the use of the legal order to solve the problems of poverty, vulnerability and poor governance in the developing and transitional countries. It seeks to help participants not only to acquire knowledge about the uses of the legal order in development and transition, but also to develop some skill in decision-making about what the law in those countries ought to be. In consultation with the instructors, a participant selects a specific social problem in a developing or transitional country of choice. The participant drafts a bill addressing that problem, and writes a research report explaining how the proposed bill will help to ameliorate it. For the first half of the seminar, participants discuss selected readings; for the second half, participants present their bills and papers for class discussion. NOTE: This seminar satisfies the upper-class professional skills requirement. ** 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 wait list for a seminar are required to attend the first seminar meeting to be considered for enrollment.
• LAW JD 917: Constitution & Foreign Affairs (S)
  This seminar will examine the constitutional dimension of foreign affairs. We shall begin by reviewing the main theories of foreign affairs and throughout the course we shall attempt to understand how these theories are manifested in domestic legal materials. We shall ask how the constitution of the United States structures the national decision making concerning foreign policy, and place special emphasis on matters of war and peace. The respective powers of the executive and legislative branches as well as the jurisprudence developed by the courts in these matters will be discussed. Students may fulfill the Upper-class writing requirement through 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 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 CLASS IS RESTRICTED to 3L students who started the Criminal Clinic in Spring 2010. 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 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 republicanism, progressive, and feminist theories. Authors will include Robert Bork, Ronald Dworkin, John Hart Ely, Catharine MacKinnon, Frank Michelman, Michael Sandel, Antonin Scalia, Cass Sunstein, Laurence Tribe, 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 2010. 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.
• 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, 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).
• LAW JD 926: Public Health Law (S)
  Public health law encompasses all global, federal, state, and local governmental actions taken for the health of the public. Medicine treats people in a private setting one at a time and aims to cure or comfort; public health is governmental action for populations and aims to maintain health or prevent disease. Most governmental health and safety actions have broad public support. When, however, health protection and promotion clash with autonomy significant legal questions require resolution, as they also do in contemporary lifestyle change programs, including smoking cessation, gun control, HIV/AIDS and TB control, obesity control, and genetic testing. All of these issues are dealt with in this seminar with a view toward defining the role of government in protecting the health of its citizens. A writing project involving research on public health law will be required. **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 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 930: Refugee and Asylum Law (S)
  This seminar will review the international legal framework for refugee protection and resettlement as a background and comparison for U.S. refugee and asylum law and policy. Students will learn about the major international instruments governing refugee law, and will then compare the application of those instruments by particular states. After understanding the context and development of international norms, students will study the U.S. asylum regime, including the statutory structure and processes for refugee admissions, asylum and withholding of deportation, temporary protected status, and related protections. NOTE: 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 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 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 substance areas will include the international and domestic multimodal carriage of goods, charter parties (contracts to rent 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.
• LAW JD 933: Biotechnology Law and Ethics (S)
  This seminar addresses advances in biotechnology, their implications for healthcare and agriculture, and the ethical, legal and policy issues involved. In the healthcare sector, cloning, stem cell research, genetic testing, gene therapy, biotech drugs and implants are discussed with regard to societal concerns, medical and research ethics, privacy and discrimination law, liability doctrines, health insurance coverage, NIH policies and FDA regulation. In the agriculture sector, genetically modified crops, foods, and pesticidal microorganisms are similarly discussed with regard to environmental and consumer protection policies, public perception and market forces, liability doctrines, EPA and FDA regulation, corporate decision-making, international treaties on trade and biodiversity protection. For both sectors, intellectual property law and ownership issues are also addressed. Term paper on topic approved by instructor. Paper may be used to satisfy Upper-class Writing Requirement. ** 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 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) (formerly International 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 the spring semester. 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 the spring semester. 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)
  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. ** 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.

Note that this information may change at any time.

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