Related Doctrinal Courses

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.

The antitrust laws reflect a conviction that competition in the marketplace will yield the best outcomes for consumers and the optimal allocation of resources in our economy. Beginning with the Sherman Act of 1890, the antitrust statutes condemn a variety of acts -- from mergers to agreements among competitors to monopolists' exclusionary business practices -- that restrain trade or contribute to monopoly power. The statutes, however, are written in general terms, leaving it to the courts to draw the line between lawful competition and unlawful restraints of trade or monopolization. Early on, the Supreme Court established that the law reaches only "unreasonable" restraints, which only begs the question of how to draw the line between "reasonable" competition and "unreasonable" interference with competitive markets. Over the course of the twentieth century, the courts struggled to fix this line; as the century closed, they had settled on an economically-oriented normative framework that largely deferred to firm decisions and doubted the value of government intervention in markets. In recent years, however, a cacophony of voices -- ranging from activists to scholars to politicians of all stripes -- has begun to call that framework into question and to call for renewed enforcement of antitrust laws. This course will explore the principal statutes and common law that have shaped antitrust law over the past century-and-a-quarter since Congress passed the Sherman Act. We will also examine the standards and procedures that the antitrust agencies use to evaluate mergers and to challenge conduct as anticompetitive. As we critically evaluate the case law, we will also reflect on current calls for reform. While we will engage rigorously with economics, all of the economic principles necessary to understand the case law and debates will be explained in the course; formal training in economics is not a requirement.

This course provides an overview of both consumer and business bankruptcy. We begin with creditors' collection rights under state law and then turn to consumer bankruptcy under Chapters 7 and 13 of the Bankruptcy Code. Topics include the bankruptcy estate, the automatic stay, exemptions, the treatment of secured and unsecured debt, the means test, repayment plans, and discharge. We then examine business bankruptcy, focusing on the legal requirements for reorganization plans under Chapter 11, debtor-in-possession financing, avoidance actions, preferences, fraudulent transfers, executory contracts, plan confirmation, cramdown of secured and unsecured creditors, and § 363 asset sales. Throughout, the course considers the policy goals of bankruptcy and strategic issues in bankruptcy practice, while also requiring students to apply basic corporate finance concepts through assigned problem sets. Recommended Courses: Corporations, Secured Transactions

This course will provide an overview of business immigration law, with a particular focus on the various nonimmigrant and immigrant visa categories a business immigration lawyer would be expected to handle. Topics will include business immigration visa categories, business immigration strategies, visa challenges in entrepreneurship; immigration obstacles faced by multinational businesses; the intersection of business immigration with employment laws; and enforcement trends targeted at employers. We will also briefly review the parameters of executive power in shaping business immigration law and the regulatory process. We will also identify, examine and discuss core professional responsibility issues that arise in business immigration practice. There are no prerequisites for this course. There is no writing requirement, but there will be weekly reading assignments and frequent hypotheticals to analyze before class for class discussion as well as a final examination. Class attendance and participation are essential.

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.

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.

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.

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.

This course will examine innovation theory and how it applies within the legal profession. The initial focus in the class will be on the disruptive forces and 'megatrends' in the world today that have an impact on organizations and the practice of law. The class will introduce students to the many facets of innovation in the legal context, including the application of advanced technologies to legal problem solving, derivation of new insights from data science, changes to the traditional employer/employee model (the 'future of work' for professionals), alternative revenue/business models applicable to legal services providers, and incorporating lean startup/design thinking theory into legal problem solving. The unique innovation directive applicable to law firms will be closely examined, including the emerging application of advanced technologies - such as artificial intelligence and blockchain - to legal problem solving. Recent advancements in Generative AI (e.g., ChatGPT) and their application to the law will be closely examined. In addition, the course will examine the ethics and rapidly evolving legal/regulatory policy and practice issues with data and advanced technologies, and how this evolving ethics/regulatory field will impact organizations and their legal providers. NOTE: Final paper required in lieu of exam. UPPER-CLASS WRITING REQUIREMENT: A limited number of students may use this class to satisfy the requirement either partially or in full.

In our modern information economy, the law of intellectual property has taken on enormous importance to both creators and users. This course introduces students to the principles of trade secret, patent, copyright, and trademark law, and explores the ways in which those principles are shifting and adapting in response to new technology. The course is open to all upper level students, without prerequisite. No scientific or technical background is required.

This course provides a comprehensive survey of the legal and business issues arising in international commercial transactions. The course will cover key areas of international business and economic law impacting cross-border transactions, including: the basic documentary transaction (international sales and shipment contracts); agencies and distributorships; franchises and licensing; joint ventures; international project finance; and Cross-border mergers and acquisitions. In addition to substantive law, the course introduces students to essential lawyering skills crucial for success in international transactional practice. Students will develop their skills in negotiation, contract drafting, and client counseling. Through a combination of doctrinal study, case analysis, and practical exercises such as role-playing, students will gain a deeper understanding of the complexities of international business transactions and the role of lawyers in facilitating these deals. The course will also address the importance of cultural awareness in international business dealings and explore topics such as corporate social responsibility and international dispute resolution. PREREQUISITE: Any course in International Law.

This seminar will examine the relationship between law and capitalism. How do legal institutions, legal concepts and rules establish the essential social relations for capitalism? How does capitalism shape black letter law and the structure of our legal institutions? We will tackle these questions theoretically and through a series of doctrinal case studies. That is, first we will delve into theories of capitalism to better understand how a range of scholars have described the relationship between state regulation and the capitalist mode of production. Second, we will also study capitalism in more concrete terms in the late 20th and early 21st century, through the rise of neoliberalism. Specifically, we will situate particular areas of law, like tax law, criminal law, environmental law, family law, money regulation, corporate law, constitutional law, sovereign lending – in scholarly debates and historical context to better understand how these enable, constrain and shape capitalist social relations. Throughout this course, we will examine the reproduction of group hierarchies, asymmetries, and antagonisms, and as expressed through class, race, gender, disability, and empire. 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.

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

This course will focus on the unique status under the law of non-profit organizations. Particular attention will be given to the different types of non-profit entities (such as universities, museums, private foundations, trade associations and social clubs) and their organization, governance, and regulation by both the federal government and the states. Specific topics will include the permissible scope of non-profit activities; choice of organizational form; the powers and fiduciary duties of non-profit directors/trustees and officers; standing to sue non-profits and limitations on the liability of non-profits; qualification for federal tax-exempt status and related tax issues; forms of charitable giving and the regulation of fundraising; the investment and use of charitable funds; and other issues unique to non-profits. UPPER-CLASS WRITING REQUIREMENT: This class may be used to partially satisfy the requirement.

Presents an overview of subchapter K and the federal income tax treatment of partnerships and other entities, such as limited liability companies;. Topics include tax classification of a partnership versus a corporation or trust; considerations in choice of entity; basic partnership accounting and capital accounts, partnership formation and acquisition of partnership interests for property or services; determination of basis; basic rules allocations of income and loss; taxation of normal partnership operations; distributions of cash and property; transactions between partners and partnership, including sales of partnership interests. Prerequisite or corequisite: Federal Income Taxation I and II, Introduction to Corporate Tax. JD students are not permitted to enroll in the online section of any tax courses without receiving prior approval from the Assistant Dean for Graduate, International, and Online programs.

With more than $130 trillion in assets under management, 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, along with other federal and state laws, govern the formation, distribution and management of investment-related products and services, including mutual funds, hedge funds and private equity and venture capital funds. We will also discuss whether and how these laws apply to the management of different varieties of crypto assets.

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.

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.

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.

Federal income tax considerations have major implications for planning in the corporate area. This course focuses on income tax issues in transactions between corporations and shareholders, including distributions, exchanges, reorganizations and capital contributions. PREREQUISITE: Introduction to Federal Income Taxation.