Courses
The listing of a course description here does not guarantee a course’s being offered in a particular term. Please refer to the published schedule of classes on the MyBU Student Portal for confirmation a class is actually being taught and for specific course meeting dates and times.
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LAW JD 778: INTRO TO RISK MANAGEMENT & COMPLIANCE
Spanning the range of industries from health care to financial services to manufacturing and beyond, compliance is the fast-growing practice of managing the full range of legal risk within highly-regulated organizations. At the complex intersection of law, business operations, reputation, and ethics, compliance lawyers practice "preventive law" to protect companies against corporate criminal and civil liability. We will discuss how to identify and evaluate an organization's legal risks and and work in multidisciplinary teams to develop effective strategies to prevent wrongdoing (and detect violations when they do occur). Among other topics, we will look at the Federal Sentencing Guidelines for Organizations, the Foreign Corrupt Practices Act, and enforcement guidance from the Department of Justice and Securities & Exchange Commission to see how compliance has become a key mechanism of corporate accountability in the U.S. and globally. -
LAW JD 779: Digital Civil Liberties
This readings seminar will focus on emerging issues of civil liberties in our digital society, with special attention paid to privacy and freedom of speech in the age of social media, platforms, and artificial intelligence. We will explore the potential and dangers of the Internet revolution in communications, and how it is affected by the activities of users, by companies like Google, Facebook, and Twitter, and by government attempts to restrain or shape the evolution of online activity through law. The course will be structured around discussions of principal readings of relatively recent (and readable) books and articles, including the possibility of videoconferencing or in-person lectures with some of the authors to discuss their work. There will be three student papers required – two short papers due during the semester providing a critical review of one of the readings chosen by the student, and a slightly longer paper due at the end of exams comparing and critiquing two of the principal readings. In addition to gaining a deeper understanding of the topics of the books, we will work on developing essential skills for lawyers of close reading and clear and persuasive writing. UPPER-CLASS WRITING REQUIREMENT: A limited number of students may use this class to satisfy the 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, may be administratively dropped from the seminar. Students who are on a wait list for a seminar are required to attend the first seminar meeting to be considered for enrollment. -
LAW JD 780: TRADEMARK & UNFAIR COMPETITION
This course will examine the principles of trademark and unfair competition law. We will investigate issues of ownership, protectability, and infringement in the context of words, symbols, slogans, product design and other forms of trade dress. We will explore the policy reasons for protecting marks and the limiting principles that protect competition, speech, and other interests. The course also will include a brief introduction to false advertising and the state law right of publicity. GRADING NOTICE: This course does not offer the CR/NC/H option. -
LAW JD 783: Transaction Sim: International Business Collaboration
Practice Areas: Cross-Border Transactions and International Negotiations This course is one of the semester-long transaction simulations offered as part of the Transactional Law Program. The simulated transaction involves two companies, one a large U.S.-based pharmaceutical company ("KJH"), and the other an African agricultural production company that is majority owned by the government of the fictional African country of Malundi ("MCC"). The two companies are interested in working together to exploit a new technology developed by KJH that uses cassava, a plant, grown and harvested by MCC, for a new arthritis drug. MCC has a surplus supply of cassava and has been searching for alternative markets and uses for the surplus supply. KJH has a worldwide distribution channel, has developed and patented a manufacturing process, and possesses valuable know-how, used to extract the active ingredient for the new drug from cassava. Their collaboration could take the form of a joint venture, licensing agreement, long-term supply contract, or a combination of these structures. The course will begin with an introduction to important concepts about international business legal structures, negotiations, and the facts of the simulated case. The class will engage in a number of "hands-on" skill building exercises, individually and in small groups. After the third- or fourth-class meeting, students will be assigned to one of two teams of attorneys, one team representing MCC, and the other representing KJH. The teams will structure, negotiate and document in a detailed "letter of intent" the terms of the parties' collaboration.. The course will explore the impact of cross-cultural customs and norms, as well as challenges presented by individual personalities and negotiating styles and client demands. Certain ethical issues will be addressed that may arise in transactions of this kind and in transactional practice generally. A key goal of the course is to expose students to "real-world" practice and enhance students' ability to structure, negotiate and document a transaction. The course grade will be based on individual class participation, individual and team drafting assignments and team negotiations. CLASS SIZE: Limited to 12 students. This course is open to LLM students provided there are available seats and with the permission of the Instructor and the Assistant Dean of Graduate and International Programs. PREREQUISITES: Corporations and Contract Drafting (or Transactional Contracts in the case of LLM students) are recommended, but not required. NOTES: This course counts toward the 6-credit Experiential Learning requirement and also satisfies the Transaction Simulation requirement of the Transactional Practice Concentration. GRADING NOTICE: This course does not offer the CR/NC/H option. ATTENDANCE REQUIREMENT: A student who fails to attend the first class or to obtain permission to be absent from either the instructor or the Registrar will be administratively dropped from the course. Students who are on the wait list are required to attend the first class to be considered for enrollment. Because the course involves regular in-class exercises, some of which are done in teams, and class participation is a significant component of a student's final grade, regular class attendance is essential and thus the course cannot accommodate flexibility in attendance. -
LAW JD 784: Transaction Sim: Syndicated Loan
Practice Areas: General Business, Banking/Finance, Corporate Governance and Restructuring This course is one of the semester-long transaction simulations offered as part of the Transactional Law Program. The simulated transaction is the structuring, negotiation and documentation, and subsequent restructuring of a $1.7 billion secured, syndicated commercial loan to a large, privately held medical testing company (the "Company"). The Company's primary purpose for seeking this loan is to use the proceeds to pay an extraordinary dividend to its founder and controlling shareholder and to several private equity firms which own stock in the Company (often referred to as a "dividend recap loan"). The course will explore some of the key issues, and students will perform several of the principal tasks, which transactional lawyers specializing in general business, banking/finance, corporate governance and/or restructuring must consider and carry out in advising corporate clients and financial institutions in a transaction of this kind. These tasks will include advising the Company's board of directors and officers or prospective lenders in evaluating whether to engage in the dividend recap loan transaction, the steps needed to obtain corporate approval of such transaction given that certain board members who are also shareholders will benefit from it, and structuring, negotiating and documenting these types of transactions. The course will also examine the critical role certain provisions of the credit and security agreements for the loan play following the loan closing when serious problems and potential events of default arise leading to a restructuring of the original loan. Finally, the course will consider various ways a troubled loan can be restructured either through an out-of-court consensual transaction or a Chapter 11 restructuring. The course grade will be based on class participation and graded drafting assignments. CLASS SIZE: Limited to 12 students. PREREQUISITE OR CO-REQUISITE: Corporations. Contract Drafting is recommended, but not required. NOTES: This course counts toward the 6 credit Experiential Learning requirement and also satisfies the Transaction Simulation requirement of the Transactional Practice Concentration. GRADING NOTICE: This course does not offer the CR/NC/H option. ATTENDANCE REQUIREMENTS: 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 course. Students who are on the wait list are required to attend the first class to be considered for enrollment. Because the course involves regular in-class exercises, some of which are done in teams, and class participation is a significant component of a student's final grade, regular class attendance is essential and thus the course cannot accommodate flexibility in attendance. -
LAW JD 786: Legislative Policy and Drafting Clinic
THIS CLASS IS RESTRICTED to students who have formally applied to and been accepted to the Legislative Policy & Drafting Clinic. Students learn about the law-making process through coursework and hands-on experience working with a client seeking to advance a bill or project through the state legislature. Students work on several projects during the semester that highlight different aspects of the legislative process, allowing students to relate and test the theories discussed in class to real life situations. The in-class seminar covers subjects that affect the legislative process including: constitutional interpretation by legislatures, theories of representation, legislative organization and rules, lobbying, legislative oversight powers, and legislature-executive agency relationships. The clinic instructor works with students to select projects in the students' specific areas of interest, if any. In particular, students interested in business and tax, environment law, or health law, may specialize in those areas for the full semester. NOTE: This clinic counts toward the 6 credit Experiential Learning requirement. GRADING NOTICE: This course does not offer the CR/NC/H option. -
LAW JD 788: Contract Drafting
This course is the foundational skills course within the Transactional Law Program. It teaches students basic principles and skills of drafting and analyzing commercial and transaction agreements, with a focus on recognizing, and addressing through contractual provisions, key business issues in transactions. Although the course will be of particular interest to students interested in a corporate or transactional law practice, since most practicing attorneys will need to work with contracts at some point in their career, the concepts and skills which the course conveys are applicable to virtually all practice areas and specialties. While the course utilizes lectures to introduce various contract concepts and techniques essential for drafting and reviewing commercial and transaction agreements, it also requires that students complete both in-class exercises and out-of-class 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. The course also considers various ethical issues that may arise in the contract drafting and review process and in transactional practice generally. Grades will be based on class participation and graded drafting assignments. CLASS SIZE: 12 students. UPPER-CLASS WRITING REQUIREMENT/EXPERIENTIAL LEARNING REQUIREMENT: This course is a designated Professional Writing Course which may be used to partially satisfy the Upper-Class Writing Requirement (with a grade of B or higher) or the 6-credit Experiential Learning Requirement, but not both. 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 course. Students who are on the wait list are required to attend the first class to be considered for enrollment. Because the course involves regular in-class exercises, some of which are done in teams, and class participation is a significant component of a student's final grade, regular class attendance is essential and thus the course cannot accommodate flexibility in attendance. -
LAW JD 789: Transaction Sim: Form and Financing a Start-Up
Practice Areas: General Corporate and Corporate Finance This course is one of the semester-long transaction simulations offered as part of the Transactional Law Program. The simulated transaction is the formation and subsequent first-round venture financing of a new software business started by two entrepreneurs who are recent graduates of the California Institute of Technology. During this course, students will be exposed to, and will handle, the principal issues that arise in counseling entrepreneurs as to their emerging businesses, including key elements such as founders' arrangements, entity selection, governance, equity compensation, intellectual property protection, capital raising through SAFEs (which are simple agreements for future equity), convertible notes and preferred stock financing, capitalization/valuation/dilution and investment documentation based on industry-standard contracts. Through exercises both in and outside of class, as well as class discussions, students will simulate the work of practicing attorneys who counsel start-ups and their founders on a day-to-day basis. As part of these simulations, students will review sample agreements, draft and revise agreements and conduct negotiations. In addition, from time to time during the course, the instructors will address ethical issues and other practice points that can arise in connection with the simulated transaction or in transactional practice generally when working with emerging/start-up companies. The course grade will be based on attendance and class participation and three graded writing assignments. CLASS SIZE: 12 students. PREREQUISITE OR CO-REQUISITE: Corporations. Contract Drafting is recommended but not required. NOTES: This course counts toward the 6-credit Experiential Learning requirement and also satisfies the Transaction Simulation requirement of the Transactional Practice Concentration. GRADING NOTICE: This course does not offer the CR/NC/H option. ATTENDANCE REQUIREMENT: A student who fails to attend the first class or to obtain permission to be absent from either the instructor or the Registrar will be administratively dropped from the course. Students who are on the wait list are required to attend the first class to be considered for enrollment. Because the course involves regular in-class exercises, some of which are done in teams, and class participation is a significant component of a student's final grade, regular class attendance is essential and thus the course cannot accommodate flexibility in attendance. -
LAW JD 790: Employee Benefits and Executive Compensation
This course is about the legal regulation of the employment relationship in the U.S. It surveys relevant common law doctrines and selected statutes affecting this. Among the substantive issues to be considered are the at-will default rule (and many of its modifications); regulation of wages and workplace safety; unemployment insurance; whistle-blowing; workplace disputes about property rights (including restrictive covenants surrounding trade secrets, non-compete; arbitration agreements); torts arising in employment contexts (negligent hiring and retention; defamation); liability coverage, and other topics. -
LAW JD 791: Law and Regulation of Online Platforms
Technology platforms — the intermediaries that shape as well as enable our social and professional interactions, media consumption and game playing, online purchases, and more — have long been treated with cautious deference by lawmakers and regulators concerned that government interference could hamper innovation. But that has changed in recent years, with calls from all sides of the political spectrum to rein in the power of today’s tech giants through a variety of different legal reforms addressing consumer privacy, freedom of speech, algorithmic bias, anti-competitive behavior, and more. This seminar will explore the legal framework for platform regulation in the United States, with an emphasis on platforms' role in enabling harmful third-party conduct. We will begin by contrasting the treatment of intermediaries under copyright and trademark law with the almost-complete immunity that Section 230 of the Communications Decency Act confers for non-IP claims. We will then turn to current debates over whether platforms should face greater responsibility for preventing or limiting internet-related harms. Given the fast-changing landscape, precise topics will be determined in the lead-up to the semester, but they may include election interference, harms to children, privacy violations, perceived political bias, algorithmic amplification, and mis/disinformation. To provide a more robust experience in addressing complex issues at the intersection of law and technology, this course will include joint sessions and projects with a parallel computer science course at MIT, requiring law students and computer science students to collaborate to assess and develop proposals that address the technological as well as legal challenges in regulating platforms. RECOMMENDED COURSES: A previous course in Intellectual Property or Information Privacy is highly recommended. UPPER-CLASS WRITING REQUIREMENT: This class may be used to partially satisfy the 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, 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. OFFERING PATTERN: This class is not offered every year. Students are advised to take this into account when planning their long-term schedule. -
LAW JD 794: Artificial Intelligence Law
As AI systems take over more of the human decision-making process in the economy and people’s personal lives, we face the task of updating law, policy and regulations from a world designed for human decision making. The primary objective of this course is to provide students with a foundation for being active and informed participants in the AI developments that will surround them throughout their careers. The course will provide not only exposure to the emerging laws for regulating AI in various sectors but also a framework for analyzing policy and regulatory developments. Additionally, to set students up to be more effective lawyers, advocates, and policy makers, the course will foster a greater understanding of the technologies underlying AI. Note that since this is a new course at our law school and elsewhere, it will demand of participants greater flexibility and adaptability not unrelated to that required for navigating the coming era of digital transformations. GRADING NOTICE: This class does not permit the CR/NC/H grading option. -
LAW JD 797: Critical Legal Research
This seminar explores the ways in which the tools (both print and electronic) used to conduct traditional legal research serve as hegemonic forces that reinforce the status quo and entrench societal oppressions. It also attempts to apply principles of Critical Race Theory to the legal research process both to uncover these hegemonic forces and to explore ways to overcome them. It draws on the work of Professors Richard Delgado and Jean Stefancic and the innovative and novel ideas and theories being developed by newer, emerging, scholars applying the approach that is now known as Critical Legal Research (CLR). This they apply to their research, their pedagogy, and their research agendas. Indeed, Critical Legal Research has become a movement within law libraries and within the scholarly community. This research seminar can be described as a part of that movement. It is designed to meet the needs and serve the interests of aspiring public interest lawyers, students interested in social justice issues, and students interested in applying the principles of Critical Legal Studies or Critical Race Theory to their contemporary legal research projects, research behaviors, or legal studies. It complements the growing array of seminars and other courses offered here at BU Law that examine the practice of law through a critical lens. Topics to be covered include the legal research process, the limitations inherent in each step of that process, emerging critical approaches to conducting legal research, critical legal scholarship, critical race theory more specifically, and emerging legal research technologies and the specific shortcomings attributable to each. PREREQUISITE: Successful completion of both Lawyering Skills I and Lawyering Skills II. UPPER-CLASS WRITING REQUIREMENT: The capstone of this course will be a 6,000-word paper on a contemporary issue of justice OR an area of critical legal scholarship of interest to the student. This paper may serve as the foundation for a law review note or a foundation for completion of the 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, 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 798: Gender, Violence and the Law
This seminar provides a detailed examination of gender-motivated violence and legal responses. Recently, there has been greater recognition of gender-based injuries within the law and the provision of new, important protections to survivors. However, despite considerable progress, gender-based violence continues to present theoretical and practical questions, such as: To what extent is gender-based violence different than other types of violence? What legal approaches are most effective to address the harms while recognizing that the diverse interests of survivors? How do societal norms related to gender-based violence impact legal remedies? How should courts balance the interests of other parties in such proceedings to ensure that constitutional rights remain intact? This seminar will explore the limits of the law in addressing gender-based violence and emerging non-traditional approaches, including problem-solving courts and restorative justice frameworks. It also will examine how the emergence of the #MeToo movement may influence legal responses to gender-based violence. UPPER-CLASS WRITING REQUIREMENT: A limited number of students may use this class to satisfy the 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, 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 799: TAX POLICY
This seminar will examine criteria used to make administrative and legislative choices in taxation: equity, efficiency, administrability and simplicity. As a particular focus, we will study some of the connections between a tax system and spending programs. PREREQUISITE: Introduction to Federal Income Taxation. UPPER-CLASS WRITING REQUIREMENT: This class may be used to satisfy the 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 800: LOCAL GOVERNMENT LAW
Local governments are considered the closest and most responsive form of government to the people. They are designed to create cities and towns that reflect the ideal of the residents' view of the ideal community. When all local government entities are taken into consideration, there are approximately 89,000 local government units in the country - including counties, municipalities, townships, special districts and school districts. Where do they get their powers? What are the limits? What should be the limits? This course provides 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. Where possible, this course will focus on the intersection of local government law and important current events both locally and nationally. OFFERING PATTERN: This class is not offered every year. Students are advised to take this into account when planning their long-term schedule. -
LAW JD 801: ADMINISTRATIVE LAW
This course will examine the nature and functions of federal administrative agencies and the legal controls on agency action. Agency action is situated and examined in its political and legal contexts. Topics include the status of administrative agencies in the constitutional framework of separation of powers including the non-delegation doctrine, the President's appointment and removal powers in light of the unitary executive, the constitutionality of the legislative and line-item vetoes, the constitutionality of agency adjudication, and the constitutional (and political) status of independent agencies; agency rulemaking and adjudication including the choice of procedural model and the procedural requirements of the rulemaking model; and the availability, timing and scope of judicial review of agency action including standing to seek judicial review and exceptions to the availability of judicial review. The course also examines different methods of policy analysis such as regulatory impact analysis and cost-benefit analysis. Additional topics include discriminatory enforcement, regulatory delay, judicial imposition of procedural constraints on agencies, the implication of private rights of action from regulatory statutes and the availability citizens' suits. Some attention may be paid to differences between state and federal separation of powers doctrines. -
LAW JD 802: FOOD, DRUG & COSMETIC LAW
This seminar examines the Food and Drug Administration as an administrative agency combining law and science to regulate activities affecting public health and safety. Topics include testing and approval of pharmaceuticals and medical devices; food safety and nutritional policy; biologics and biotechnology regulation; cosmetic regulation; pricing of and reimbursement for drugs and devices; global aspects of pharmaceutical regulation, US and foreign patent issues, and FDA practice and procedure; jurisdiction and enforcement. A writing project involving research on food and drug issues will be required. ENROLLMENT LIMIT: 14 students. RECOMMENDED COURSES: Health Law or Public Health Law, Administrative Law. UPPER-CLASS WRITING REQUIREMENT: This class may be used to satisfy the 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 803: BANKRUPTCY & CREDITORS' RIGHTS
This course focuses on corporate reorganization and corporate finance. We will study the legal requirements for reorganization plans under Chapter 11 of the Bankruptcy Code, as well as the use of going concern sales outside of Chapter 11. We will study important doctrinal issues relating to reorganization of corporate groups, including substantive consolidation and equitable subordination. We will investigate avoidance actions in bankruptcy, including preferences and fraudulent conveyance, and the treatment of pre-bankruptcy contracts. Other topics include the financing of corporate debtors in bankruptcy and workouts and duties to creditors outside of bankruptcy. Finally, we will also introduce and ultimately master some basic tools of corporate finance--present value, expected value, and risk and diversification. GRADING NOTICE: This class will not offer the CR/NC/H option. PREREQUISITE: Business Fundamentals, Corporations. -
LAW JD 805: SECURED TRANSACTIONS
Many commercial and consumer financing transactions involve the creation of security interests in the borrower's personal property that are akin to mortgages of real property. (Indeed, much commercial activity involves the grant of a UCC Article 9 security interest, and the economic system depends on Article 9 to provide much of the law against which modern commerce takes place.) In a secured transaction, in the event of the borrower's default, the lender can foreclose on the collateral subject to the security interest to help liquidate the debt. While simple to describe, secured transactions and the rules that govern them can be complex. This course covers the basic secured transaction governed by Article 9 of the UCC. Topics covered will include creation and perfection of security interests, priority contests, and default. The course is an excellent precursor to Bankruptcy and often helpful when sitting for the bar exam. PREREQUISITE/COREQUISITE: Business Fundamentals. GRADING NOTICE: This class will not offer the CR/NC/H option.