Regulatory Law Courses

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.

This seminar will explore the Constitutional and statutory law related to Native Americans, Indian reservations, and tribal governments. The seminar will examine the historical foundations of Indian law and the current legal structures that govern the relationship between the United States and tribal nations. Students will spend significant time on issues surrounding tribal sovereignty, traditional cultural practices, self-determination, and social justice. Students will gain an understanding of the basis for modern Indian law and the complex legal issues facing native communities in the United States and abroad. UPPER-CLASS WRITING REQUIREMENT: A limited number of students may use this class to satisfy the requirement. OFFERING PATTERN: This class is not offered every year. Students are advised to take this into account when planning their long-term schedule. ** 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.

The healthcare industry has been a leading target of antitrust enforcement over the past two decades, and most of that has focused on the conduct of pharmaceutical companies. The high cost of prescription drugs is one of the biggest public policy challenges of our time and is now an issue squarely in the cross hairs of federal and state antitrust enforcers. The cases that result feature the application of traditional antitrust principles, formed over the last century, to a unique industry with atypical economics, complex regulatory schemes, and extensive enforcement of patent rights. At every turn, courts and regulators must balance the need to promote price-reducing competition with the need to maintain incentives for massive private R&D investment. This seminar will serve as an introduction to those cases. It will focus on the most common antitrust matters that arise from the competition between branded and generic drugs. It will also survey other hot topics at the antitrust-healthcare intersection more broadly, such as hospital and health system mergers. The course will also serve to develop practical lawyering skills--including how to critically analyze precedent, how to frame and to communicate advice to clients when legal standards are uncertain, and how lawyers shape the law. UPPER-CLASS WRITING REQUIREMENT: A limited number of students may use this class to satisfy the requirement either partially or in full. **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.

As AI (artificial intelligence) systems take over more of the human decision-making process in business, medicine, government, and in people’s personal lives, we face the task of applying and updating existing law, policy, and norms from a time before the proliferation of AI. This course provides an introduction and preparation for practice for students who will be launching their legal careers as AI grows increasingly important in law and lawyering. In this course, you will: • Analyze AI's Legal Impact: Investigate important new cases in foundational law areas (contracts, torts, property) where AI is involved, looking for novel legal issues and common threads. • Consider Broader Consequences: Evaluate the economic, environmental, and social effects of AI, including how current biases might transfer to AI-driven processes. • Track AI Governance: Explore emerging AI laws and regulations and develop tools for analyzing ongoing policy developments in this space. • Learn the Basics: Master fundamental AI concepts and terminology sufficiently to discuss AI confidently with attorneys and potential clients – no science or tech background necessary. • Understand the Enduring Role of Lawyers: Understand that while AI will reshape many aspects of law, it will underscore, rather than eliminate, the need for the critical thinking and advocacy skills of good attorneys. Given the subject of the course, the use of generative AI tools is encouraged. This can include getting summaries of optional readings and exploring and researching writing assignments. The only caveat is that you must adhere to BU Law’s policy on plagiarism and the use of AI. We will discuss in class the value and drawbacks of using these tools in conjunction with your own critical thinking, expertise, and analytic skills. Note: As a relatively new course at BU Law addressing a rapidly evolving field, participants should anticipate a dynamic learning environment that requires flexibility and adaptability – skills crucial for navigating the broader digital transformations ahead. Final exam and multiple written assignments. UPPERCLASS WRITING REQUIREMENT: Students may partially satisfy the requirement with a 3,000 word research paper.

This seminar will explore how the law shapes the assessment of, and response to, the financial risks of climate change. We'll look, for example, at how misaligned incentives for risk-taking (such as between a developer and a house buyer, or between a corporation and its insurer) lead to overdevelopment in flood plains and areas with high wildfire risk. After an introduction to the economics of climate change, we'll turn to questions like: What role do securities regulators, insurance commissioners, and central bankers play in the transition to a greener economy? What does "ESG" investing mean and does it do anything? Are markets foreseeing both physical risks and transition risks (i.e., stranded assets)? Our approach will consider the political economy of risk bearing, and investigate dynamics like the influence of credit ratings agencies on local government investment in sea-level rise adaptation. UPPER-CLASS WRITING REQUIREMENT: This class may be used to satisfy the requirement. GRADING NOTICE: This class will 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.

This course provides a deep dive into compliance with the U.S. and international laws and regulations governing risk management in global business. The need for compliance professionals across the globe has never been greater. We will study Anti-Money Laundering and Sanctions regimes, and examine the requirements for a best-in-class compliance program. The course will highlight compliance obligations of global corporations and financial institutions, starting with senior management commitment, the role of in-house counsel, compliance officer and outside counsel when implementing new regulations, remediating identified deficiencies, launching new products or taking steps to leading organizational transformation, including focus on FinTech, payments, digital assets/blockchain and role/impact of the Artificial Intelligence component. The laws and regulations in scope will include, among others, the Bank Secrecy Act, the USA PATRIOT Act, OFAC sanctions regulations, the European Union Anti-Money Laundering Directives, US Export Administration Regulations, as applicable, as well as pertinent aspects of the Virtual Assets Regulatory Authority regulations as one of the case studies in the evolution of a global regulatory regime.

THIS CLASS IS RESTRICTED to 1) students who have formally applied and been accepted to the Compliance Policy Clinic, a 6-credit, one-semester clinic; and 2) with instructor permission, students who have already completed one 6-credit semester in the Compliance Policy Clinic. The Compliance Policy Clinic prepares students to be effective compliance lawyers and leaders in the rapidly-expanding field of compliance lawyering: working across disciplines to translate complex, shifting legal requirements into effective systems that protect highly-regulated institutions from legal liability, reputational damage, and operational risk. The Clinic is designed to develop core skills and capacities that are transferrable across compliance practice contexts and substantive areas of law. Students lead the Clinic's work with private-sector, public-sector, and NGO partners/clients across a range of fields and industries as well as on systems-level projects in global anti- corruption law and other compliance topics with broad social impact. PRE/CO- REQUISITE: Introduction to Risk Management and Compliance. Additional courses that may be helpful to take before or at the same time as the Clinic: Corporations, Administrative Law, Professional Responsibility. NOTE: The Compliance Policy Clinic counts towards the 6-credit Experiential Learning requirement. GRADING NOTICE: This course does not offer the CR/NC/H option.

THIS CLASS IS RESTRICTED to students who have formally applied and been accepted to the Compliance Policy Clinic. The Clinic is designed to develop core skills and capacities that are transferrable across compliance practice contexts and substantive areas of law. Clinic students hone research, analysis, writing, fact investigation, interviewing, presentation, counseling, project management, and interprofessional collaboration skills while deeply engaging issues of ethics, culture, risk management, and enforcement. PRE/CO-REQUISITE: Introduction to Risk Management and Compliance. Additional courses that may be helpful to take before or at the same time as the Clinic: Corporations, Administrative Law, Professional Responsibility. NOTE: The Compliance Policy Clinic counts towards the 6 credit Experiential Learning Requirement. GRADING NOTICE: This course does not offer the CR/NC/H option.

This course provides a comprehensive overview of the Employee Retirement Income Security Act of 1974 and its subsequent amendments (including the Affordable Care Act). Special attention is paid to the creation and maintenance of both pension and welfare plans and to plan operation, funding, amendments, accrual and vesting. For pensions, the focus is on qualified plans and the special problems presented by highly compensated employees, IRS "anti-discrimination" rules and by bankruptcy and divorce. The course also covers the regulation of self insured and traditionally insured health care plans as well as long and short term disability, severance and plan termination. The semester ends with an introduction to the responsibilities of plan fiduciaries, ERISA preemption, and section 502(a) claims and remedies.

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. RECOMMENDED COURSES: Health Law or Public Health Law, Administrative Law. UPPER-CLASS WRITING REQUIREMENT: This class may be used to satisfy the requirement.

The course is a survey of the key areas of Governance, Compliance Sanctions and Risk in financial services to give students a preliminary understanding of the subject. The focus will be on industry issues and regulatory oversight by the regulatory agencies relative to the types of services provided by financial institutions. We will analyze and discuss federal and state statutes, regulations and policy statements, filings with regulatory agencies, and agency and judicial decisions. We will consider and discuss actual institutions and enforcement actions (e.g., Wells Fargo compliance failure and Enron whistleblower).

The Patient Protection and Affordable Care Act (PPACA), better known as health care reform, is the most important and controversial piece of federal social legislation of this generation. It is also basically an insurance regulatory statute. PPACA establishes a new and complex set of rules governing the operation of the health insurance industry, provides consumers with important rights with respect to access to medical care and imposes obligations with respect to health insurance on both businesses and individuals. The course will look at PPACA and the issues that surrounded its enactment--issues which continue to fuel debate over whether it should modified or repealed. This will be done as part of an examination of the regulatory rules that govern all of insurance industry's products (annuities, auto, home owners' product liability, life insurance, etc). The course also takes a look at the insurance industry's structure and financial performance and at the competitive interactions between the insurance, banking and securities industries. The impact on the industry of the financial crisis of 2008 and the resulting Dodd-Frank reform legislation will be reviewed.

This course will cover issues that arise in clinical healthcare settings, primarily involving who decides and on what basis. Topics include: informed consent and materiality; competence and capacity to give consent; surrogates, advanced directives, physicians orders, and powers of attorney; end-of-life decision making, including withholding/removing treatment, euthanasia, and physician-assisted suicide; clinical ethics committees; patient confidentiality and duties to disclose; human subjects research and institutional review boards; physician conflicts of interest; pre-approval access to drugs; and rationing of scarce healthcare resources.

This seminar will use a practical, case-study approach to some of the issues arising in the complex world of health care enforcement and compliance. With emphasis on the procedural mechanisms of the False Claims Act and the substantive law of the Anti-Kickback Act, the Stark I and II laws, the Food Drug and Cosmetic Act, and the government's remedial authorities, the seminar will explore how prosecutors, defense attorneys, whistleblowers, and compliance officials inside health care companies approach their work and advise their clients. The seminar will explore the relationships between regulated industries (e.g., pharmaceutical companies, hospitals, doctors, medical device companies) and government insurance programs (e.g., Medicaid and Medicare), why these relationships generate billions of dollars every year in fraud, and how the interested constituencies are approaching these issues. UPPER-CLASS WRITING REQUIREMENT: This class may not 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, 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.

This course focuses on the highly regulated industry of health care, but with attention to the law applicable to hospitals and health systems. The course will review Federal and State statutes, regulations, as well as case law relevant to hospital organization, responsibilities and liability, credentialing, fraud and abuse laws and compliance oversight. The course is intended to develop competencies in understanding health care and health care insurance laws and regulations as they pertain to hospitals, developing familiarity with the reimbursement (particularly Medicare & Medicaid), regulatory compliance and enforcement issues facing hospital counsel. In addition, it is expected that students will demonstrate legal analysis and reasoning, problem-solving and communications skills required for work in a hospital/health care setting. Through understanding core health care law principles, students will learn the foundational legal, structural and business aspects of the modern hospital complex. Understanding how hospitals fit into the broader health care environment of payors, physicians, patients, regulators and other health care providers, law students will be able to appreciate the challenging dynamics affecting the health care system and the role of the hospital, often at the hub of activity, both in terms of current practice, but also health care delivery system reform. After completing the class, students will have been exposed to the key health care-related legal issues facing hospitals that hospital counsel and other health care lawyers need to know. Additionally, recognition of these stressors will be important training for lawyers in other disciplines interacting with hospitals, such as labor and employment law, intellectual property, antitrust, criminal defense, environmental, corporate, employee benefits, tax, etc. Course materials include a case book, primary source documentation, and guest lectures from in-house and outside counsel representing hospitals.

Over the last sixty years housing law has evolved in a number of significant ways. Where once a lease was primarily considered to involve a transfer of an interest in land, it is now considered to involve a relationship framed by contract principles. Consistent with this change, tort law involving rental property is moving from a traditional negligence standard to a more complex standard based upon a duty derived from the implied warranty of habitability. Courts must now determine whether landlords should be held strictly liable in tort for personal injury claims based on defective conditions, inadequate security, lead poisoning, etc. Where formerly a landlord had significant discretion over tenant selection and tenancy termination, a variety of state housing laws and federal/state anti-discrimination laws now place significant limits on the landlord's power and control over these tenancy relationships. Public housing and governmentally subsidized housing has generated much heated debate as well as litigation over such issues as development-based policing authority and the right to evict entire families based upon criminal conduct of one family member. Finally, during the past four years complex title, tenancy, consumer rights and community preservation issues have arisen in the wake of the foreclosure crisis that has swept the nation. This seminar will focus on the various legal, social policy, and practical issues emerging with respect to traditional tenancies, premises liability, public safety in public and subsidized housing, housing discrimination, environmental protection, and control of foreclosed property. Student classroom participation and papers are required. 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. GRADING NOTICE: This course does not offer the CR/NC/H option. OFFERING PATTERN: This class is frequently offered in alternating years. Students are advised to take this into account when planning their long-term schedule. ** 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.

The collection, use, storage, and sharing of personal data has become increasingly important throughout society, from commerce to government and from health care to finance. For good reason, we call this the Information Age. Recall the countless high- profile privacy and data security controversies you have heard about in the last year: location tracking; inaccurate credit reports causing lost jobs; data breaches, hacking and identity theft; and government surveillance. Law has responded with a dizzying array of new rules -- and a rapidly growing area of professional specialization for attorneys. This course serves as an introduction to the emerging law of data privacy. By the end, you will be well grounded in many challenges facing any enterprise, public or private, that collects, processes, uses, and stores personal information. In addition to knowledge of constitutional, statutory, and common law rules as well as federal and state enforcement activity, we will learn about the policy questions that arise in this dynamic area, the legally relevant questions to ask when assessing information practices, and some of the many nonlegal models of information governance. You will gain a basic understanding of data privacy regulation in other countries, particularly the European Union. All students will benefit from more sophisticated knowledge about an issue that appears in the news every single day. But there are significant professional payoffs too. Major law firms have organized entire practice areas devoted to privacy and data protection law. In the last seven years the International Association of Privacy Professionals (IAPP), a key trade association in this space, more than tripled in size to 12,000 members. These trends mean that law school graduates will have increasing job opportunities in data privacy and security law. Meanwhile, in many other practice areas -- such as securities, labor and employment, health, advertising, and the list goes on -- familiarity with privacy and security law has become a major asset. Plus, the issues are fascinating and fun. If nothing else, you can have great conversations at parties.

Businesses and organizations handle information every day to conduct business, process transactions, and deliver goods and services. They do so in the context of legal, regulatory, and contractual obligations relating to their possession and use of this information. In the age of "Big Data" and "Advanced Persistent Threats," these entities can no longer focus solely on developing and implementing procedures to govern information processing. Instead, they must implement governance that allows for the optimization of risk while facilitating core management decision making in order to create real value. This is the new world of "knowledge governance." Legal counsel must ensure compliance with the legal and core requirements for security, privacy and data breach prevention, in a way that aligns with the strategic objectives of their firm. Designing a robust compliance program is a critical part of this task, but the big-data environment requires skills that go beyond devising a formal compliance program. In particular, lawyers operating in this environment must consider the value of data and information, understand the nature of their organization's collection, use, and disclosure of that data, and appreciate the relationship between risk optimization and their organization's strategic objectives. This course will explore the lawyer's role in devising and implementing a policy and culture of knowledge governance within a firm. It will focus on information, especially personal information. It will introduce students to the core principles of information risk management -- the privacy attributes of collection, use, and disclosure married with the security concepts of confidentiality, integrity, and availability -- while providing a framework for governance around information risk management. This course will also serve in part as preparation for the International Association of Privacy Professionals (IAPP). 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.

The presence or absence of insurance is in many instances the single most important determinant of whether and how a tort or contracts action is litigated. This course focuses on both individual and commercial forms of insurance coverage. Students are introduced to the key insurance concepts of risk management, including the transfer, pooling and allocation of covered risks. Problems of contract interpretation, imperfect information, adverse selection and discrimination will be treated at length. Additionally, the class will take up issues particular to property, life, health, disability, liability and auto insurance. Finally, some time will be devoted to the state regulatory regimes designed to ensure solvency and profitability, and to the secondary market (i.e. reinsurance, and surplus and excess lines). A final exam is required.

This course offers a broad overview of International Environmental Law, a field of growing importance to the United States and the international community given the existential threats posed to planet earth by climate change. In the first part of the course, we examine the evolution and philosophical basis of environmental protection at the international level as well the primary sources and main global institutions concerned with global environmental protection. The second part of the course analyzes key norms of international environmental law, including sustainable development, inter-generational equity, the precautionary principle, the common but differentiated responsibility principle, the polluter pays principle, permanent sovereignty over natural resources and environmental impact assessments. The final part of the course examines specific treaty regimes. These may include protection of the atmosphere, the ozone, climate change, marine pollution, biodiversity, and species protection, as well as the interaction between international environmental law and international human rights and trade. A key theme that runs throughout the course is the role of both traditional (i.e., States) and non-traditional actors (i.e., international organizations, individuals, private companies, NGOs, and indigenous communities) in the development and application of international environmental law.

Government oversight is essential to holding public officials and government employees accountable. This course introduces students to the role of inspectors general who conduct oversight of publicly funded agencies and entities. Typically created by statute, inspectors general are charged with preventing and detecting fraud, waste and abuse in the expenditure of public funds. By any measure, this is a broad mandate. With a case study as a guide, students will learn and practice issue spotting exercises, witness interview techniques, and how to draft letters and present recommendations to government officials. Understanding the principles of government oversight will expand the knowledge base for law students particularly those who have an interest in criminal law, regulatory and compliance practice, and in-house counsel work. The course includes three exercises designed to provide students with opportunities to practice public speaking, interviewing and presentation skills. NOTES: This class counts toward the 6 credit Experiential Learning requirement. 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.

Labor law structures the process through which workers organize and engage collectively, rather than individually, with their employers. This course will cover the basics of private sector labor law in the United States. We will study the National Labor Relations Act and the processes of union organizing and collective bargaining that the NLRA establishes. We will also consider historical perspectives on labor law, issues particular to public sector unions, union participation in the political process, the 'right to work,' and the ability of non-unionized workers to engage in concerted action. Finally, through the lens of labor law, the course will tackle issues of statutory interpretation, administrative law, and constitutional law. The materials are not intended to cover the legal rights of individual employees outside of the NLRA. Students interested in in-depth treatment of those topics are encouraged to take Employment Law and/or Employment Discrimination instead of or in addition to this class. To enroll in this class, students must have completed Contract Law, Tort Law, and Constitutional Law.

The built environment around us is not inevitable or by accident. It is the outcome of a series of legal and political choices about how people should live together; about how to regulate and control the future use of the property around them. These choices result in a legal regime that, at once, is enormously complex, implicates the most basic questions of equity and constitutional freedoms, and affects people in every aspect of their daily lives. This course will examine land use from a legal, historical, theoretical, and, most important, practical perspective. Students will be introduced to a brief history of land use controls in the United States. The course will then cover the basic aspects of land use law: Euclidean zoning, special use permits, variances, vested rights and preexisting uses, exactions, exclusionary and inclusionary zoning, subdivision control, wetlands control, and legal challenges to zoning decisions. The course will also look at more recent trends and issues in land use law, such as smart growth and transit-oriented development, form- based zoning, marijuana regulations, short-term rentals, climate change resilience, and increased federal control of local land use. Finally, the course will examine the constitutional limits of land use regulation under the Fifth Amendment. Students will undertake practical exercises to introduce them to how land use lawyers practice. They will attend a zoning board hearing and report on it; they will analyze a client's proposal to determine what zoning relief is necessary; they will attend a zoning trial or appeal. The course will cover general zoning principles applicable nationally but will focus on Massachusetts law for the practical exercises. The class will require student participation in discussion. The only prerequisite is completion of first-year Property. Students will produce a brief paper on the zoning board meeting they attend and a final paper, and be asked to comment on the trial or hearing they attend. Grading will be based on class participation, the zoning exercise, the comments, and the two papers. UPPER-CLASS WRITING REQUIREMENT: A limited number of students may use this class to satisfy the requirement.

This seminar will examine the burgeoning field of law surrounding the use, sale, and production of cannabis. Possible topics include federal versus state power to regulate cannabis, the substantive criminal laws regarding cannabis, and a variety of other issues such as banking, tax, and environmental laws that impact the cannabis industry in the United States. UPPER-CLASS WRITING REQUIREMENT: This class may be used 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 (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.

Understanding the laws governing consumer transactions is relevant not only to our daily lives but also to many careers in the law. Why do consumer laws matter for societal issues such as racial and income inequality' How can government agencies best promote compliance while minimizing burden to businesses' How should leaders of consumer corporations navigate a heavier regulatory era' This seminar will examine consumer laws from three main perspectives: the businesses that must comply with regulations; the agencies--such as the Consumer Financial Protection Bureau and the Federal Trade Commission--that write or enforce rules; and the consumers who purchase over $10 trillion in goods and services annually. GRADING NOTICE: This class does not offer the CR/NC/H option. NOTE: This class does not 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.

This course covers select topics in natural resources law and policy, including protection of biodiversity and endangered species; management and preservation of public lands such as national forests, rangelands, wildlife refuges, wilderness areas, and national parks; conservation of wetland resources under section 404 of the Clean Water Act; and allocation of water resources. The overlap between this course and the course in Environmental Law is minimal, and students can enroll in this class regardless of whether they have previously taken the Environmental Law course.

Pooled investment funds, such as pension plans and mutual funds, are an important part of the global financial services industry. This course is designed as a survey of pooled funds and seeks to introduce students to the common regulatory themes that are found across pooled fund types, and to identify the unique approaches to regulation applicable to the various pooled fund types studied. The course undertakes an analysis of the legal, regulatory and fiduciary standards that apply to trustees, managers, advisers, and sponsors of collective investment vehicles. The course focuses on the concept of fiduciary duty as the basis of all trusted relationships, and examines selected problems of investor and beneficiary protection in the fields of private and public pension plans and mutual funds. It studies in detail two U.S. federal statutes as examples of legal techniques used to mitigate those risks- -ERISA and the Investment Company Act of 1940 (including fiduciary duties, the role of the fund board and management fees). The class then studies pooled investment funds and investment trusts in the E.U., the U.K. and other countries, focusing on the perceived risks and protective measures reflected in their legal and regulatory systems.

This course offers an introduction to federal securities regulation under the Securities Act of 1933 and the Securities Exchange Act of 1934. We will examine how the securities laws shape the process by which companies raise capital through IPOs, public offerings, and private placements. We will also focus on the mandatory disclosure regime for publicly traded companies and the related topics of securities fraud, insider trading, market manipulation, and shareholder voting. We will study core concepts such as the definition of a security and materiality. Finally, we will spend significant time examining the role of the SEC and private shareholder litigation in policing the securities laws. GRADING NOTICE: This class will not offer the CR/NC/H option.

In this course, we will examine statutory interpretation with a focus on U.S. regulation, legislation, and agencies. In addition to covering the statutory canons and principles of statutory interpretation, the course demonstrates and develops the ability to engage in legal analysis and reasoning and an understanding of the important role of lawyers as problem solvers. Some topics covered include: plain meaning; textualism; textual errors; canons of construction; legislative history; pragmatism; and oversight and interpretation of agency decision-making. We will engage in thoughtful discussions about cases alleging serious criminal offenses and civil injuries that may be disturbing. The course includes a mandatory, practice quiz/midterm (specific student performance on the practice exam does not count toward the final grade) and a final examination.

Climate changes, corporate scandals and inequality have put environmental, social and governance (ESG) issues of corporations in the spotlight. Many investors and other corporate stakeholders believe that these issues have a financial impact. In addition, investors are becoming more and more focused on the impact of their investments on society and the environment. These investment strategies are evolving rapidly and asking lawyers and regulators to address novel issues and reconsider issues that seemed settled. In this course, we will discuss the role of corporations, non-profits, investment funds and development finance institutions (DFIs) in this context. We will analyze how these strategies affect fiduciary duties and disclosure requirements. We will examine the tools that are available to implement these strategies such as: impact investment, blended finance, pay-for-success, public benefit corporations, and active shareholder engagement. After completing this course, students will develop an understanding of the different sustainable investment strategies and players in the industry, become familiar with the typical legal issues that arise in the sustainable finance industry and with some of the tools that are being used. PREREQUISITE/COREQUISITE: Corporations. GRADING NOTICE: This class does not offer the CR/NC/H option.

This course is an introduction to the basic elements of the gratuitous wealth transmission process. Topics include (1) an overview of the estate planning process and policy considerations bearing on private wealth transmission; (2) the distribution of property in the absence of a will (intestacy); (3) the law of wills, including formal requisites for validity, revocation and construction of, and challenges to a will; (4) will substitutes and planning for incapacity; (5) an introduction to types of trusts, and to the basic law governing interests in trusts and fiduciary administration; and (5) a brief introduction to wealth transfer taxation. Time permitting, there may also be brief coverage of powers of appointment, and spendthrift, and charitable trusts.

Whistleblowing has become a frequent topic in the news around law and politics. What exactly is it, and what laws govern it? Who represents whistleblowers, and what is there to know about lawyering in this space? This course will examine federal (and some state) laws that protect and incentivize whistleblowers to provide information and assist in the enforcement of laws prohibiting fraud and misfeasance in both the public and private sectors. It will cover both the substantive law as well as the practical aspects of lawyering in this field. There are two types of whistleblower laws, and the seminar will cover both: 1) laws which protect whistleblowers inside and outside of government from retaliation by their employers for having engaged in protected activity, and 2) laws which provide financial incentives to whistleblowers for reporting fraud against the government, or fraud in the securities and commodities markets. Each student will write a paper based on a whistleblower case and will be encouraged to interview one or more whistleblowers who have gone through the experience and/or whistleblower attorneys who have a substantial practice in this area. Alternatively, students who express a particular interest in an area relevant to the course may get permission to explore that topic in their paper. There is no examination in this course; the grade is based on the paper and the students' participation in the class discussions 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 (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.