American Law

• LAW AM 813: CONTRACT LAW PRACTICE
  This is an introductory course on US contract law specifically designed for foreign-trained LLM students from civil law traditions. Its goal is to prepare non-common law lawyers to work effectively with US counsel when structuring and negotiating contractual terms and provisions. The class brings a practical perspective to the topics covered in a traditional first-year contracts course: the fundamentals of contract formation, enforceability, defenses to enforceability, interpretation, performance, conditions, third party rights, damages, and other remedies. In addition to receiving foundational exposure to the main U.S. contract law topics, students will examine how contract law principles affect real-world US legal practice in a range of settings. Comparisons to civil law traditions will be made to elucidate doctrinal concepts and practice considerations. As a result, students will gain a deeper understanding of the practical and cross-cultural issues to consider when working with (or against) US counsel. Enrollment is limited to LLM students from non-common law backgrounds who have not taken the fall semester four- credit JD or LLM contracts class.
• LAW AM 815: CORPORATIONS FOR LLMs
  Course about the legal structure and characteristics of business corporations. Topics include the promotion and formation of corporations; the distribution of power between management and shareholders; the limitations on management powers imposed by state law fiduciary duties and federal securities laws; shareholder derivative suits; capital structure and financing of corporations; and fundamental changes in corporate structure, such as mergers and sales of assets. The course serves as a PREREQUISITE to advanced courses. GRADING NOTICE: This class will not offer the CR/NC/H option.
• LAW AM 817: CORPORATE FINANCE FOR LLMs
  Understanding how businesses raise money to fund their operations is essential for any transactional lawyer. This is a survey class for international LLM students on the foundations of corporate finance -- its functions in a corporation and the underlying principles of contract and corporate law that influence the structure of basic corporate finance instruments, i.e., stock, preferred stock, varieties of debt, and other aspects of capital raising for public and privately held companies. The seminar will introduce students to basic US and international accounting principles, fundamental financial statements, concepts underlying the time value of money, interest rates, the valuation of companies, and mergers and acquisitions. The focus will be on understanding the business functions of these instruments; the choices that business managers must make between different ways to raise capital; and the legal dimensions of corporate finance instruments that international corporate lawyers must know in order to advise business clients interested in doing business in the US. The course will also discuss the financial markets in which capital is raised. Prior coursework in accounting, while helpful, is not required. Basic concepts from finance, such as risk, return, control, cost of capital, diversification, etc., will be introduced conceptually rather than through using finance math. In addition, the course will have distinctly legal and practical component, exposing students to how corporate finance is captured in contractual documents. CO-REQUISITE: Corporations. Students with strong backgrounds in business or finance may find that this course is too elementary for them; they might consider JD corporate Finance instead. Limited to 25 LLM in American Law Program 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 AM 818: Corporate Law Foundations for LLMs
  Individuals thinking about creating a business have a variety of business structures to consider. This course provides an exposure to the fundamentals of business organizations and modern forms of business including corporations, partnerships and LLCs as they are utilized in the US. It also emphasizes the transcendent importance of agency law as it relates to business organizations. The focus of the course is the corporation and will address the life cycle of a business from formation through dissolution. The theory of the firm is covered with an emphasis on the nuts and bolts of business law particularly issues raised by closely held as well as publicly held corporations. The fiduciary responsibilities of directors and officers as well as shareholder rights will be reviewed. Specific characteristics and the securities law requirements of public businesses will be introduced including the process by which a company “goes public”. In addition, we will introduce the methods used to finance businesses including debt as well as equity. Students will gain insight into the various alternatives used by US businesses to create long term value for their owners, customers, vendors and society. The course will provide a fundamental understanding of the concepts of various types of business organizations for students anticipating sitting for a U.S. bar exam. GRADING NOTICE: This course does not offer the CR/NC/H option. RESTRICTION: Please note that students who have taken Corporations for LLMs (LAW AM 815) or Corporations (LAWJD 816) are ineligible for the course.
• LAW AM 891: NEGOTIATION FOR LLMs
  Whether you are a litigator, dealmaker or in-house counsel, your performance will turn in large part on your ability to negotiate effectively. The goal of this course is to improve your effectiveness as a negotiator. Students will engage in a series of negotiation exercises (i.e., role plays) through which they can develop and hone their skills and approaches to negotiation. Discussion and short lectures will accompany the role-plays, as appropriate. There will be short written assignments (3-5 pages) as well as a longer paper (12-15 pages) due at the end of the semester. No final exam. ENROLLMENT LIMIT: 12 students. GRADING NOTICE: This class does not offer the CR/NC/H option. RESTRICTION: Students may not enroll in Negotiation for LLMs (JD891) and Negotiation (JD921) and Alternative Dispute Resolution (JD881). **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 AM 892: LEGAL INTERVIEWING & CLIENT COUNSELING
  This is a practical skills seminar designed to introduce LLM students to the theory and practice of legal interviewing and client counseling. Through a combination of classroom discussion, readings, reflective writing, simulations and role-plays, students will learn the skills and techniques lawyers use to help clients make sound decisions. These include: identifying and obtaining relevant facts; effectively formulating questions; actively listening; identifying legal problems; clarifying client needs and objectives; formulating potential strategies; assisting clients in evaluating options; and communicating difficult information to clients, in litigation and transactional contexts. This course will provide opportunities for experiential learning, allowing students to develop and practice interviewing and counseling in real- world contexts. Enrollment limited to 18. **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 AM 893: Effective In-House Legal Counsel
  This course will introduce internationally-trained LLM students to the roles and responsibilities of in-house legal counsel. Students will investigate the skills and characteristics that contribute to successful and effective practice as an in-house counsel and explore the similarities and differences between in- house legal practice and outside legal practice. Topics covered during the course will include: the relationship between in-house counsel and his/her client; in-house counsel's role in adding value to his/her organization; advising and counseling clients; fact gathering and investigation; managing an in-house legal practice; selecting and managing outside counsel; and the ethical challenges of in-house counsel. This will be a hands-on course focused on practice skills development. In role plays, students will step into the shoes of in-house counsel to address a variety of situations in which an in- house counsel would be expected to act. ** 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 AM 895: IMMIGRATION LAW FOR LLMs
  This 2-credit course is designed to give the student an overview of U.S. immigration law. The focus is on the day-to-day practice of immigration law, including an examination of the substantive and procedural aspects of this practice. Topics covered include power of the Congress to regulate immigration; the effect of politics on immigration policy; nonimmigrant and immigrant visa classifications; the law of asylum; the intersection of immigration law and criminal law; grounds of removal from the United States; relief from deportation, immigration court representation and access to justice; and the law of naturalization and derived citizenship. There are no prerequisites for this course. There is no writing requirement, but there will be weekly quizzes and a final examination. Class attendance and participation are essential. GRADING NOTICE: This course does not offer the CR/NC/H option. RESTRICTION Students may not enroll in both Immigration Law for LLMs and Immigration Law: LAW JD 968.
• LAW AM 911: Practice of US Copyright and Trademark
  This seminar will provide foreign-trained lawyers with a practical overview of American intellectual property concepts in copyright and trademark as well as rights of privacy and confidentiality in their application and negotiation strategies in media and entertainment transactions. The course will study and analyze contracting/licensing from both a commercial and content creators' perspective. Focused on media and entertainment transactions, students will review, analyze, negotiate and draft agreements among which may include brand sponsorship, trademark licensing and product placement, content distribution, personal services for talent, such as music and TV/video production, and licensing music and clearance of rights for film and TV. Students will receive exposure to how the protection of intangible assets can further a variety of business strategies, as well as the client counseling issues to consider. International comparative analyses of concepts and strategies will be presented where applicable. Students will be evaluated based on their class participation and performance on drafting assignments, negotiation exercises and a final capstone project. Co-Requisites: Contracts; a survey IP class and/or prior exposure to copyright and trademark concepts is highly recommended. Limited to 18 LLM 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 AM 912: Entertainment Law: A Transactional Perspective for LLMs
  This seminar presents a survey analyzing the various transactions in the entertainment industries, primarily focusing on the music industry and crossing over to related areas. Topics include personal management agreements, TV talent Agreements, literary publishing agreements, exclusive recording agreements, music production agreements, talent agencies and talent agency agreements, music publishing, contracting with minors, business organizations and new technologies. Students will also negotiate transactions and draft contracts. Grades will be based upon class performance in connection with assigned projects. Limited to 25 LLM students. ** 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 AM 955: ADR for LLMs
  The goal of this course is to improve the ability of internationally-trained LL.M. students to resolve disputes and to productively engage in conflict. In this highly interactive class, students will examine a variety of dispute resolution processes, other than traditional court adjudication, including negotiation, mediation, arbitration, dispute system design and restorative justice. Over the course of the semester, students will engage in a series of exercises (i.e., role-plays) through which they can develop and hone their skills and approaches to dispute resolution. Discussion and short lectures will accompany the exercises, as appropriate. There will be short written assignments as well as a longer paper due at the end of the semester. No final exam. ENROLLMENT LIMIT: 18 students.
• LAW AM 982: INTERNATIONAL M&A FOR LLMS
  This course will give students a detailed introduction to the knowledge and skills necessary for an international M&A lawyer to guide clients through a typical cross-border M&A transaction. The course will have two distinct parts: (1) a deep dive into the key M&A contractual language (and underlying theories) that get negotiated in most transactions (including purchase price adjustments, indemnities, covenants, representations and warranties, and other key terms) and (2) navigating through each step in the deal process (including initial term sheet negotiations, due diligence, regulatory and third-party approvals, definitive agreement negotiations, closing mechanics, and other key steps). There will be an emphasis on underlying business principles that are common across different jurisdictions (e.g. U.S., U.K/Australia, EU/civil law countries, Africa, India, China, Japan, Asia-Pacific and other jurisdictions). Students will engage in case study hypotheticals involving real-life deals, which will be used to demonstrate the strengths and weakness of common strategies employed by law firm, in- house and other transactional lawyers. PRE- or CO-REQUISITE: CORPORATIONS. This course is open to LLM in American Law Program students.
• LAW AM 983: INTL HUMAN RIGHTS IN PRACTICE
  This 3-credit seminar will provide an overview of international human rights advocacy beginning with the history of the international human rights movement and different theoretical perspectives about human rights advocacy. The seminar will also analyze the process by which human rights law is made, the various human rights actors and stakeholders, and the interplay between international human rights mechanisms and domestic legal systems and movements. Throughout we will consider what makes for effective human rights advocacy and what are the major critiques of the human rights movement. In order for students to develop the skills necessary to become practicing human rights lawyers and activists, the seminar will also include skills-oriented sessions and case rounds. Class exercises and simulations will help foster the development of lawyering and advocacy skills. Case rounds will give students the opportunity to present on their work, reflect on theory and practice, and solicit class feedback and discussions about challenges faced in their projects. GRADING NOTICE: This course does not offer the CR/NC/H option. ATTENDANCE REQUIREMENT: 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 normally does not accommodate flexibility in attendance. RESTRICTION Students may not enroll in both International Human Rights in Practice and International Human Rights (S): LAW JD 991