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. NOTES: This seminar does not satisfy the Upper-class Writing Requirement. This course will meet on alternate weeks beginning September 5. **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 772: Transaction Simulation 1: Sale of a Family Business and Related Real Estate
  This course is one of the "capstone" semester-long transaction simulations offered as part of the School's Transactional Law Program. The simulated transaction involves the consolidation of ownership of a family-owned 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, 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 over time. The company, whose main office is in Massachusetts, operates a chain of drugstores in three New England states and New York. The company leases all the store sites from limited liability companies which own the properties and which are themselves owned by the chief executive and his sister in approximately the same proportions as their ownership of the company . The course is intended to expose students to the principal tasks undertaken 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 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, including the following: * through review of client emails and through client interviews, understanding the clients' key business objectives, * determining an appropriate transaction structure and types of agreement(s) to implement the same, * preparing and negotiating a letter of intent reflecting the material terms of the transaction, * preparing a due diligence checklist, conducting relevant due diligence and preparing a due diligence report to the client, * reviewing and negotiating key provisions of a definitive stock purchase agreement for the transaction, * reviewing and negotiating key provisions of a lease and related real estate documentation to implement the real property aspects of the transaction, * preparing board and stockholder approvals, and * preparing a closing agenda and closing documents, and completing the closing. The course grade will be based on periodic drafting and other written assignments (both in-class and homework), contributions to team efforts, and class participation. CLASS SIZE: Limited to 12 students. PREREQUISITES: Corporations and Contract Drafting NOTES: This seminar does not satisfy the Upper-Class Writing Requirement. This seminar satisfies the Upper-Class Professional Skills Requirement. RESTRICTION: Students may only take one transaction simulation course during their time at BU Law. 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 are required to attend the first meeting to be considered for enrollment.
• LAW JD 773: Transaction Simulation 2: Auction and Sale of a Private Company
  This course is one of the "capstone" semester-long transaction simulations offered as part of the School's Transactional Law Program. The simulated transaction is the auction and sale of a privately-held company in the single-cup coffee brewing industry. The course is intended to expose students to the principal tasks undertaken by both junior and more senior attorneys representing a purchaser or seller in a private company auction and sale, and in doing so to build skills students will need as they enter transactional practice. The class will be divided into teams representing a potential purchaser or the company being sold. 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, including the following: * review of a confidential information memorandum, * preparation and negotiation of confidentiality agreements with potential purchasers, * due diligence review, * preparation and review of indications of interest based on a set of auction bidding procedures, * preparation and review of second round "final" bid letters, * mark-up and negotiation of a form merger agreement, * preparation of disclosure schedules, * drafting of board and stockholder approvals, and * preparation of closing documents and completing the closing. The course grade will be based on periodic drafting assignments (both in-class and homework) and class participation. CLASS SIZE: Limited to 12 students. PREREQUISITES: Corporations and Contract Drafting NOTES: This seminar does not satisfy the Upper-Class Writing Requirement. This seminar satisfies the Upper-Class Professional Skills Requirement. RESTRICTION: Students may only take one transaction simulation course during their time at BU Law. 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: Mental Health Law (S)
  This seminar introduces students to the law governing issues of mental health and the relationship between law and psychiatry. After providing an overview of mental disabilities and their treatment, the seminar will cover topics such as informed consent, access to care, criminal liability and the death penalty, civil commitment, anti-discrimination protections, and the impact of mental disability on families. We will consider whether the law adequately reflects psychiatric approaches to mental health and whether and how the law should meet the needs of people struggling with mental disabilities. In addition to case law and legal scholarship, reading materials may cover other disciplines, primarily psychiatry. Students will be required to give class presentations and write one substantial research paper. ENROLLMENT LIMIT: 15 students. ** 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 776: Intellectual Property Workshop (S)
  This seminar will intensely examine a small number of topics from the frontier of intellectual property law ("IP"). I will invite several intellectual property scholars to present their works-in-progress. Students will be required to read the works in advance, and will be assigned additional reading as appropriate. The scholars will present their scholarly articles, and students will respond with questions, comments and critiques. The seminar's goals are treble: for students to deepen their substantive knowledge of IP law, for students to increase their abilities to participate in, and potentially publish their own work in, scholarly debate, and for scholars in the midst of the publication process to improve their papers through the input of the workshop group. PREREQUISITES/COREQUISITES: Students must have taken or be currently enrolled in a course in IP, Copyright, Patent, or Trademark. Students who have not taken such a course (or who are not enrolled currently in such a course) must obtain the permission of the instructor. Preference for entry will be given to JD students pursuing an "IP Concentration", students pursuing an LLM in American Law degree with an IP concentration, and to LLM students pursuing a master's degree in IP. The seminar is also open to other JD and LLM students, and to students outside the law school. ENROLLMENT LIMIT: Overall enrollment is tentatively capped at 18; students beyond that number can be admitted with the permission of the instructor. LIMITED WRITING REQUIREMENT: Students have the option of writing many short response papers, or of writing a single in-depth paper in IP. The latter option can fulfill the JD 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 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 school desegregation; school finance; achievement gap and equity reforms; school choice, charters, and vouchers; single-sex public education and other identity-based schooling; standardized testing; and the federal No Child Left Behind Act. We will give particular consideration to questions of equity and achievement. We will then create working groups that will develop a topic for further research, evaluation, and problem-solving, and present their work in person and in writing to the class. **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 779: Topics in Environmental Law: 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.
• 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 question of whether trademarks are, or should be, "property."
• LAW JD 781: International Taxation I: Trade, Investment and 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. RESTRICTION: Students may not enroll in the International Tax seminar (JD918) and this course. 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 782: Foucault and Law (S)
  This course, cross-listed with the Philosophy Department, will consider the implications that Michel Foucault's work might have for law and legal studies. Focus will be on Foucault's "middle period," with its emphasis on power. Class sessions will follow a seminar format; active participation in discussion will be required. LIMITED WRITING REQUIREMENT OPTION: A limited number of students may be permitted to 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 785: Federal Civil Practice (S)
  This seminar will focus on the specific application of the federal rules of civil procedure to pretrial civil practice. Each pretrial phase of a case (from the complaint to the answer to motions to dismiss to discovery to summary judgment) will be unpacked with reference to the applicable civil rules. The idea is to reach the same level of detail in analysis and close reading of the rules as that required of a new litigation associate. This will involve considerations of computation of time, deadlines, pleading rules, Rule 12, Rule 16, Rule 26, the local rules of civil procedure, and the like. The class will proceed with students drafting and discussing the various documents relevant to pretrial procedure. From a prewritten factual scenario, students will draft complaints, answer their colleagues' complaints, move to dismiss their colleagues' complaints, draft discovery documents, move for summary judgment, etc. Grades will be derived from classroom discussion and written product. NOTES: This seminar does not satisfy the Upper-class Writing Requirement. This seminar satisfies the Upper-class Professional Skills requirement. GRADING NOTICE: This class 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 786: American Legislative Practice: Clinic Option (C)
  NOTE: Restricted to students who apply and are accepted into the program. The American Legislative Practice Clinic is a one-semester clinical program (six graded credits), offered in the fall and spring. The in-class 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 clinic gives students the opportunity to develop and apply a variety of legal skills to the legislative process. Clinic participants 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.
• 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. 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. NOTES: This class does not satisfy the Upper-class Writing Requirement. This class satisfies the upper-class professional skills requirement. GRADING NOTICE: This course does not offer the CR/NC/H option.
• LAW JD 790: Employee Benefit Plans
  This course provides an overview of the major mandatory and non-mandatory employee benefits--deferred compensation, workers compensation, unemployment insurance, health insurance, the Fair Labor Standards Act, and Social Security. An in-depth examination of ERISA occupies approximately 8 weeks of the course. This is a growing and dynamic practice area. We will study qualified plans, plan design, Section 510 (benefits discrimination) cases, COBRA and claims for benefits cases. A three hour final examination is required.
• 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). **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 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. 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 794: Bankruptcy Practice: Chapter 11 Reorganizations and Sales of Businesses (S)
  This seminar will examine Chapter 11 from the point of view of attorneys for all participants in the process. It is designed to provide the student with knowledge of the uses of Chapter 11, the parties involved in a Chapter 11 proceeding, the substantive law governing Chapter 11 and the Plan of Reorganization process. This seminar will explore the increasing use of Chapter 11 as a vehicle to accomplish the sale of insolvent businesses, the "cram down" of creditors to accomplish confirmation of Plans of Reorganization, executory contracts including those dealing with real estate, equipment and intellectual property and alternatives to Chapter 11. Also to be considered are the impact of changes in judicial, legislative and societal attitudes on the restructuring process. The material will consist of important cases and articles on the subjects to be discussed. Grades will depend primarily on one (1) research paper which will be required of each student. Grades will be adjusted to account for class participation. NOTES: This seminar does not satisfy the Upper-class Writing Requirement. This seminar satisfies the 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 795: E-DISCOVERY LAW & PRACTICE
  The Electronic Discovery Reference Model, or EDRM, sets out the basic work steps required to move Electronically Stored Information, or ESI, from its original location on a client's computer systems, through Identification, Preservation, Collection, Processing, Review, Production, Analysis and Presentation in a legal setting. Each step along the EDRM has both legal standards set out in statutory and case law, as well as best practices for how to implement those standards in practical work plans. This course will address both the legal requirements and practical work required to move data from its natural habitat into a legal action. In other words, we will address the law and practical steps required for civil ediscovery. In addition to class lecture and discussion, this course will include in class exercises where the students will form work groups and apply ediscovery law to hypotheticals, and work together with technical tools, with the assistance of visiting ESI technical specialists. Extra credit opportunities will also be available. Topics will include: Creating and Implementing a Litigation Hold; Identification and Preservation of Electronically Stored Information; Jurisdiction and Venue law as applied to internet evidence sources; Discovery of Cloud Evidence under the Stored Communications Act; Technology Assisted Review (TAR); eDiscovery Depositions under FRCP/MRCP 30(b)(6); Discovery of ESI located abroad in Europe or Asia; Discovery of Databases. NOTE: This seminar satisfies the Upper-class Professional Skills requirement. GRADING NOTICE: This class does not offer the CR/NC/H option.
• LAW JD 796: Global Climate Change (S)
  This seminar will examine the why and the how of Global Climate Change: Why enforced greenhouse gas (GHG) emissions controls are vital for the Earth, and whether and how they can be achieved. Having experienced increasingly extreme weather events around the world, the ultimate global climate change question is whether major GHG emitting countries will join in a realistic effort to stabilize and reduce atmospheric GHG concentrations. Current atmospheric GHG concentrations will shortly reach 400 ppm (parts per million). Evidence now links the 400 ppm level to the "new normal" climate, yet the world's peoples and governments are not yet acting effectively to stabilize and reduce that level. Domestically the picture is mixed. The White House accepts that effective action must be taken, but Congress is divided. Public opinion surveys increasingly accept the need for action, but the current poor economy is thought to preclude the key market-based mechanism for GHG emissions reduction: placing an escalating price on carbon emissions. What can be done? International negotiations have articulated agreed goals, promising GHG emissions limits through an enforceable climate treaty by 2015. US EPA and some other federal agencies are seeking to regulate GHG emissions through rule-making. Some US states and domestic corporations are adopting and beginning to implement GHG emissions controls. Whether such measures will provide effective US leadership for global actions remains to be seen. The seminar will survey important developments ranging from the outcomes of twenty years of international climate negotiations to the legal, economic and political dimensions of US climate action. Law and lawyers play an increasingly vital role in coming to terms with climate change. Each student is required to write brief response papers on assigned current climate proposals, and to select a climate change topic for research as approved by the instructor. Potential research topics will be posted on Blackboard. Students will present the results of their research to the seminar towards the end of the semester. LIMITED WRITING REQUIREMENT: Where appropriate, some research papers may serve as the basis for expansion to the level required for upperclass writing credit. ** 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 800: Local Government Law
  A study of the law governing the powers and duties of local governments, mainly municipal corporations such as cities and towns. We look at the sources of municipal powers, the limits on those powers, the relationship between municipalities and the state including the relationship between state and local law, and the formation and expansion of municipalities. An important subject of study involves looking at various models of the relationship between the municipality and the state including home rule. We will also look at some issues in municipal finance and zoning power. The purpose of this introductory course is to provide a solid basis for a more general understanding of the myriad issues that arise under the Local Government Law rubric.

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