Related Courses

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. PREREQUISITE: Business Fundamentals, Corporations.

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FALL 2025: LAW JD 803 A1, Sep 2nd to Dec 19th 2025
SPRG 2026: LAW JD 803 B1, Jan 12th to Apr 22nd 2026

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.

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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.

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FALL 2025: LAW JD 788 A1, Sep 2nd to Dec 19th 2025
FALL 2025: LAW JD 788 B1, Sep 2nd to Dec 19th 2025
FALL 2025: LAW JD 788 C1, Sep 2nd to Dec 19th 2025
FALL 2025: LAW JD 788 D1, Sep 2nd to Dec 19th 2025
SPRG 2026: LAW JD 788 A2, Jan 12th to Apr 22nd 2026
SPRG 2026: LAW JD 788 B2, Jan 12th to Apr 22nd 2026
SPRG 2026: LAW JD 788 C2, Jan 12th to Apr 22nd 2026
SPRG 2026: LAW JD 788 D2, Jan 12th to Apr 22nd 2026

This CLASS IS RESTRICTED to students who have received permission from the Clinical and Experiential Programs Office to enroll. This is the companion fieldwork component for students enrolled in the Corporate Counsel Externship: Seminar. Students will work at legal offices of for-profit and nonprofit companies in unpaid or paid placements. Students will receive 3-9 variable P/F credits for working at their placements. Each credit requires 50 hours of work over the course of the 13-week semester (averaging 4 hours per week). COREQUISITE: Corporate Counsel Externship Seminar (JD 896). NOTE: Students who enroll in this externship may count the credits towards the 6 credit Experiential Learning requirement.

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FALL 2025: LAW JD 954 A1, Sep 2nd to Dec 19th 2025
FALL 2025: LAW JD 954 A2, Sep 2nd to Dec 19th 2025
FALL 2025: LAW JD 954 A3, Sep 2nd to Dec 19th 2025
FALL 2025: LAW JD 954 A4, Sep 2nd to Dec 19th 2025
FALL 2025: LAW JD 954 A5, Sep 2nd to Dec 19th 2025
FALL 2025: LAW JD 954 A6, Sep 2nd to Dec 19th 2025
FALL 2025: LAW JD 954 A7, Sep 2nd to Dec 19th 2025
FALL 2025: LAW JD 954 AA, Sep 2nd to Dec 19th 2025
SPRG 2026: LAW JD 954 B1, Jan 12th to Apr 22nd 2026
SPRG 2026: LAW JD 954 B2, Jan 12th to Apr 22nd 2026
SPRG 2026: LAW JD 954 B3, Jan 12th to Apr 22nd 2026
SPRG 2026: LAW JD 954 B4, Jan 12th to Apr 22nd 2026
SPRG 2026: LAW JD 954 B5, Jan 12th to Apr 22nd 2026
SPRG 2026: LAW JD 954 B6, Jan 12th to Apr 22nd 2026
SPRG 2026: LAW JD 954 B7, Jan 12th to Apr 22nd 2026
SPRG 2026: LAW JD 954 BB, Jan 12th to Apr 22nd 2026

This CLASS IS RESTRICTED to students who have received permission from the Clinical and Experiential Programs Office to enroll. This is a 2-credit graded seminar for those students doing fieldwork in Corporate Counsel offices that meets every week for 1.5 hours. The seminar will cover a range of topics and competencies essential to the day-to-day role of a lawyer in the corporate counsel offices of for-profit and nonprofit companies, such as: understanding the modern and future role of corporate counsel offices, on a global scale; exercising executive leadership; representing a business entity through its constituents; becoming both a trusted legal advisor and strategic business partner to the corporate client; upholding confidentiality and ethical standards; learning the client's business; understanding the role of regulatory compliance; communicating effectively in a business setting; managing priorities and crises; collaborating with multi-disciplined teams; and solving problems with workable solutions that enable the client's objectives. To maximize the students' growth over the semester, the seminar will also teach students how lawyers learn from practice, build strong supervisory and mentorship relationships, build cultural competence, reflect and self-assess, and set and measure progress on professional development goals. Students will write reflective papers, make oral presentations, and complete other work as required by the instructor. COREQUISITE: Corporate Counsel Externship Fieldwork (JD 954). NOTE: Students who enroll in this externship may count the credits towards the 6 credit Experiential Learning requirement.

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FALL 2025: LAW JD 896 A1, Sep 2nd to Dec 19th 2025
SPRG 2026: LAW JD 896 B1, Jan 12th to Apr 22nd 2026

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. Hirst's Section: This section covers similar topics, but has a different emphasis and approach, involving fewer cases, and more exercises and analysis of real-world transactions and documents, including from Tesla, Twitter, and Boeing. The course involves self-directed learning through the submission of multiple choice quizzes, and some use of corporate-finance-style numerical analyses. Laptops and similar devices are generally not permitted without an accommodation. The course serves as a prerequisite to advanced courses. PREREQUISITE: Business Fundamentals.

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FALL 2025: LAW JD 816 A1, Sep 2nd to Dec 19th 2025
FALL 2025: LAW JD 816 M1, Sep 2nd to Dec 19th 2025
SPRG 2026: LAW JD 816 A1, Jan 12th to Apr 22nd 2026
SPRG 2026: LAW JD 816 P1, Jan 12th to Apr 22nd 2026

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.

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SPRG 2026: LAW JD 790 A1, Jan 12th to Apr 22nd 2026

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).

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FALL 2025: LAW BK 931 A1, Sep 2nd to Dec 19th 2025
FALL 2025: LAW BK 931 O2, Sep 2nd to Dec 19th 2025
FALL 2025: LAW BK 931 OL, Sep 2nd to Dec 19th 2025

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.

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Immigration law research is complex, requiring knowledge of unique sources and materials. The U.S. Court of Appeals for the Second Circuit noted the “labyrinthine character of modern immigration law -- a maze of hyper-technical statutes and regulations.” Drax v. Reno, 338 F.3d 98, 99 (2d Cir. 2003). In addition, it is an area with the potential for sweeping legislative and regulatory change in the upcoming year. This one-credit experiential course will help students navigate this complex and shifting legal and regulatory environment, by covering a broad spectrum of search strategies and tactics for researching immigration law issues.  The course will initially focus on some key immigration statutes (the Immigration and Nationality Act and its many amendments, the Refugee Act, and the Illegal Immigration Reform and Immigrant Responsibility of 1996). From there the course will proceed to administrative law, which heavily impacts immigration. Students will look at the agencies responsible for immigration procedure, the Department of Homeland Security (DHS) (created by the Homeland Security Act of 2002), the Department of Justice (DOJ), and the Department of Labor (DOL), and they will learn to research the regulations, administrative decisions, and guidance documents from these agencies and how they affect immigration law. Research topics will include asylum law, grounds of inadmissibility, deportation and removal proceedings, visa classifications, business immigration law and the intersection of criminal law and immigration. The goal of the course is for students to become comfortable researching both simple and complex immigration issues. NOTE: This class counts toward the 6 credit Experiential Learning requirement. 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.

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FALL 2025: LAW JD 769 A1, Oct 20th to Dec 4th 2025

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.

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FALL 2025: LAW JD 778 A1, Sep 2nd to Dec 19th 2025

The income tax is a pervasive feature of life in the United States and lawyers encounter tax issues in virtually every field of practice. This course introduces students to the fundamental principles of the federal income tax, and its impact on a wide range of matters, including employment, tort claims, divorce, retirement, and especially business activities and investments of all types Topics include: the concept of income, determination of gross income, allowance of deductions and the determination of taxable income, identification of the taxpayer, taxable periods and timing, the determination of gain or loss (including realization and recognition) from dealings in property, the concept of income tax basis, and the process of change in the tax law. GRADING NOTICE: Professor Dean's section does not offer the CR/NC/H option.

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FALL 2025: LAW JD 889 A1, Sep 2nd to Dec 19th 2025
SPRG 2026: LAW JD 889 B1, Jan 12th to Apr 22nd 2026

This course will cover the principal legal, tax and business issues of mergers and acquisitions. PREREQUISITE: Business Fundamentals and Corporations, or permission of instructor.

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FALL 2025: LAW JD 988 A1, Sep 2nd to Dec 19th 2025
SPRG 2026: LAW JD 988 B1, Jan 12th to Apr 22nd 2026

With more than $130 trillion in assets under management, registered investment advisers perform a vital role in raising and deploying capital within the U.S. financial system, and in meeting the retirement and other financial needs of ordinary Americans. This course is designed to familiarize students with the legal and regulatory framework of the investment management industry, and the role of the Securities and Exchange Commission in regulating the industry. The course focuses on the Investment Advisers Act of 1940 and the Investment Company Act of 1940 and examines how these statutes, in combination with other state and federal laws and regulations, govern the formation, structure, distribution and management of mutual funds and other investment-related products and services, including hedge funds and private equity and venture capital funds.

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FALL 2025: LAW JD 852 A1, Sep 2nd to Dec 19th 2025

Undergraduate Prerequisites: TX 901; Undergraduate Corequisites: TX 901 - 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 or corequisite: Federal Income Taxation I.

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FALL 2025: LAW TX 906 A1, Sep 2nd to Dec 19th 2025
FALL 2025: LAW TX 906 OL, Sep 2nd to Dec 19th 2025

This course explores the financial characteristics and income taxation of financial instruments, with an emphasis on both policy and theory. We start with the building blocks of debt and equity, move on to the "derivatives" level of options and notional principal contracts (swaps), and conclude with exotica such as currency products. In each instance we will first look at the financial characteristics of the security (after the fashion of an MBA offering in corporate finance), and then study the tax rules governing each class of instrument. Because discounting (net present value) and "pay off" diagrams are so central to an understanding of financial instruments, the course incorporates a rigorous study of these mathematical tools. Also, when studying the tax rules applicable to financial products, we focus on the fundamental building blocks of taxation -- amount, timing, character, and source -- to reveal underlying policy and theory tensions that go to the very root of our income taxation system. The course is intended to complement TX 949 Taxation of Financial Products: Principles and Application, and may be taken either prior or subsequent to that class or on a stand alone basis. Pre or Co-requisite: Federal Income Taxation I and II.

Online section not open to JD students.

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FALL 2025: LAW TX 917 A1, Sep 2nd to Dec 19th 2025
FALL 2025: LAW TX 917 OL, Sep 2nd to Dec 19th 2025

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.

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SPRG 2026: LAW JD 784 A1, Jan 12th to Apr 22nd 2026

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.

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SPRG 2026: LAW JD 919 OL, Jan 12th to Apr 22nd 2026