Transactional Practice, Analytical & Problem-Solving Skills Courses

LAW JD 782

AI in Corporate Compliance Programs

2 credits

This course will explore how artificial intelligence is transforming corporate compliance programs. Students will develop practical strategies for integrating AI into compliance frameworks. The course will emphasize real-world case studies, regulatory guidance, and hands on exercises. There will be no final exam. UPPER-CLASS WRITING REQUIREMENT: This class does not satisfy the requirement.


LAW JD 808

Artificial Intelligence in Practice: Opportunities, Risks, and Realities

1 credits

This one credit seminar explores the rapidly evolving role of artificial intelligence (AI) in the practice of law. Featuring guest speakers from a wide range of practice settings—including large law firms, boutique firms, corporate legal departments, government agencies, legal services, and the judiciary—the course examines how AI tools are transforming legal research, drafting, discovery, compliance, litigation strategy, client counseling, and law practice management. Through practitioner-led discussions students will evaluate the practical uses of AI technologies. The seminar emphasizes real-world applications, ethical considerations, and professional responsibility implications under the ABA Model Rules. Students will critically assess the benefits and efficiencies AI can bring to legal practice and the significant challenges it presents, including ethical pitfalls, overreliance, cybersecurity vulnerabilities, and systemic bias. The seminar is discussion-based. Students will have weekly readings, submit short papers that include questions for the week’s speaker(s), and will give a final presentation on an AI related topic. 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.


SPRG 2027: LAW JD 808 A1, Jan 11th to Apr 21st 2027
Days Start End Credits Instructors Bldg Room
Mon 5:30 pm 7:30 pm 1 Kate Devlin Joyce
LAW JD 787

Bankruptcy

3 credits

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


SPRG 2027: LAW JD 787 A1, Jan 11th to Apr 21st 2027
Days Start End Credits Instructors Bldg Room
Mon,Wed 2:15 pm 3:40 pm 3 Elizabeth King
LAW JD 918

Compliance & Risk Management in Global Commerce

4 credits

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.


LAW JD 823

Compliance Policy Clinic: Fieldwork

3 credits

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.


LAW JD 897

Consumer Economic Justice Clinic Seminar 1

3 credits

THIS CLASS IS RESTRICTED to students who have formally applied to and been accepted to the Civil Litigation and Justice Program - Consumer Economic Justice Clinic. In addition to the clinic fieldwork, students will attend a weekly classroom seminar. The fall seminar will cover substantive consumer law as well as theories and policies that explain the current state of consumer protection and economic injustice. Students will learn about key state and federal consumer protection laws including the Fair Credit Reporting Act, the Fair Debt Collection Practices Act, The Truth in Lending Act, M.G.L. Chapter 93A (also called the "Massachusetts Consumer Protection Law") and how these laws may be used to move low-income consumers towards economic justice. PRE/CO-REQUISITES: Evidence and Professional Responsibility. NOTE: This course counts towards the 6 credit Experiential Learning requirement. GRADING NOTICE: This course does not offer the CR/NC/H option.


FALL 2026: LAW JD 897 A1, Aug 31st to Dec 3rd 2026
Days Start End Credits Instructors Bldg Room
Wed 10:00 am 12:00 pm 3 Jade Brown LAW 518
LAW JD 788

Contract Drafting

3 credits

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.


FALL 2026: LAW JD 788 A1, Aug 31st to Dec 3rd 2026
Days Start End Credits Instructors Bldg Room
Tue 4:20 pm 6:20 pm 3 John F. Cohan LAW 513
FALL 2026: LAW JD 788 B1, Aug 31st to Dec 3rd 2026
Days Start End Credits Instructors Bldg Room
Wed 8:30 am 10:30 am 3 Yael D. DeCapo LAW 513
FALL 2026: LAW JD 788 C1, Aug 31st to Dec 3rd 2026
Days Start End Credits Instructors Bldg Room
Wed 2:10 pm 4:10 pm 3 Alexander Lloyd LAW 513
FALL 2026: LAW JD 788 D1, Aug 31st to Dec 3rd 2026
Days Start End Credits Instructors Bldg Room
Thu 10:40 am 12:40 pm 3 Cecily Banks LAW 513
SPRG 2027: LAW JD 788 A2, Jan 11th to Apr 21st 2027
Days Start End Credits Instructors Bldg Room
Tue 8:30 am 10:30 am 3 Elizabeth Brody Gluck
SPRG 2027: LAW JD 788 B2, Jan 11th to Apr 21st 2027
Days Start End Credits Instructors Bldg Room
Tue 4:20 pm 6:20 pm 3 John F. Cohan
SPRG 2027: LAW JD 788 C2, Jan 11th to Apr 21st 2027
Days Start End Credits Instructors Bldg Room
Wed 4:20 pm 6:20 pm 3 Dauchez
SPRG 2027: LAW JD 788 D2, Jan 11th to Apr 21st 2027
Days Start End Credits Instructors Bldg Room
Thu 10:40 am 12:40 pm 3 Cecily Banks
LAW JD 998

Health Care Transactions

3 credits

This seminar is designed to teach students the whats and whys of healthcare transactions of all types and give students an overview of the regulatory and business landscape for this vibrant field. After an introduction to types of deals, the regulatory context of health care, and health care transactional theory, we will turn to case studies of complex health care transactions, drawing on actual documents and the experience of practitioners who worked on the deals. Transaction types will include hospital and physician group M&A, joint ventures, clinical affiliations, and others. We will be joined by regulators, partners, associates and general counsel from leading firms to provide real-world insights and discuss the health care transactions they were personally involved in. Students will complete two oral and two written assignments. Working alone or in pairs, each student will analyze a deal and present it to the class, with the lawyers who closed it. In addition, each student will present a short case brief to provide context for the legal issues being covered in class. Written assignments include: (i) working in teams, negotiating and drafting a term sheet for a transaction; and (ii) a post-mortem reflection on lessons learned and ethical issues to consider in transactional law. PREREQUISITE/COREQUISITE: This course does not assume any particular prerequisites/corequisites. Health Law Finance, Health Law Survey Colloquium and/or Corporations, however, would be helpful to have taken or take during this semester. 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, 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.


FALL 2026: LAW JD 998 A1, Aug 31st to Dec 3rd 2026
Days Start End Credits Instructors Bldg Room
Mon 4:20 pm 6:20 pm 3 Dianne McCarthyAdria Warren LAW 702
LAW JD 936

International Development and Project Finance

3 credits

Over the last 40 years, financially-constrained governments in both developed and developing nations have increasingly turned to the private sector to develop, finance, build and operate essential infrastructure projects, including electricity and natural gas networks, renewable and conventional power generation projects, airports, toll roads, liquified natural gas facilities, sports stadia, hospitals, student housing and others. The private sector's preferred financing solution for the hundreds of billions of dollars a year in necessary infrastructure projects is non-recourse 'project finance', under which individual or limited groups of projects are financed on a standalone basis, relying solely on the economic potential of the project to repay lenders and equity investors. Project finance is a multidisciplinary practice area covering corporate law, securities law, contract law, construction law, insurance law, secured lending and banking laws, regulatory laws and policies, environmental law, real estate law, and tax law among others. Project finance is increasingly affected and driven by environmental, social and governance issues, including climate change. This seminar will examine both the norms and conventions of project finance and emerging trends in project finance practice, including sources of capital, the role of government and the role of E.S.G. The seminar will analyze and evaluate a hypothetical project throughout the year. We will look at the lifecycle of the project, from conception, permitting and development, financing, construction through operation, including what happens when projects go bad. Our emphasis will be on typical projects that business lawyers may encounter. A final 'Client Memorandum' of 6,000-7,000 words outlining key issues and risks in the hypothetical project and recommending solutions will be required in lieu of an examination. 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.


FALL 2026: LAW JD 936 A1, Aug 31st to Dec 3rd 2026
Days Start End Credits Instructors Bldg Room
Mon 10:40 am 12:40 pm 3 Thomas Murley LAW 513
LAW JD 884

Law and Capitalism

3 credits

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.


FALL 2026: LAW JD 884 A1, Aug 31st to Dec 3rd 2026
Days Start End Credits Instructors Bldg Room
Tue 10:40 am 12:40 pm 3 Zohra AhmedMadison Condon LAW 418
LAW JD 921

Negotiation

3 credits

The goal of this course is to improve your effectiveness as a negotiator. In this highly interactive class, students will examine negotiation from a variety of perspectives and learn specific negotiation strategies and tactics. Over the course of the semester, students will engage in a series of negotiation exercises (i.e., role plays) through which they can develop and hone their negotiation skills and approaches. Discussion and short lectures will accompany the role-plays, 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: 16 students. NOTE: This class counts toward the 6 credit Experiential Learning requirement. GRADING NOTICE: This class does not offer the CR/NC/H option. RESTRICTION: Students may not enroll in both Negotiation and Alternative Dispute Resolution (JD881).


FALL 2026: LAW JD 921 A1, Aug 31st to Dec 3rd 2026
Days Start End Credits Instructors Bldg Room
Tue,Thu 2:15 pm 3:45 pm 3 Mark Bamford LAW 418
LAW JD 931

Private Equity and Venture Capital

3 credits

This seminar introduces students to the business and legal issues prevalent in private equity and venture capital financings, and highlights the roles that lawyers play in effecting these transactions. The seminar will begin with an overview of private capital investment platforms, including private equity and venture capital. It will explore how private capital funds are formed and the restrictions that investors may place on private capital investing. We will examine transaction terms and structures, pricing and corporate finance issues, and the management of transaction risk. The seminar will also highlight the due diligence process, shareholder relationships, conflicts of interest, fiduciary duties, securities laws considerations, and liquidity events. There is no final exam; grades will be based on drafting assignments, in-class exercises and class participation. RECOMMENDED COURSES: Corporations and Contract Drafting. UPPER-CLASS WRITING 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). GRADING NOTICE: This class does not offer the CR/NC/H option. ** A student who fails to attend the initial meeting of a seminar or to obtain permission to be absent from either the instructor or the Registrar, may be administratively dropped from the seminar. Students who are on a wait list for a seminar are required to attend the first seminar meeting to be considered for enrollment.


FALL 2026: LAW JD 931 A1, Aug 31st to Dec 3rd 2026
Days Start End Credits Instructors Bldg Room
Thu 2:10 pm 4:10 pm 3 Sullivan LAW 417
LAW JD 907

REPRESENTING LIFE SCIENCES CO.

3 credits

Biotechnology and Pharmaceuticals are two of the fastest growing industries in the U.S., and the legal issues that arise in connection with representing them are complex and evolving. This seminar will focus on the transactional, intellectual property, and regulatory legal issues that challenge lawyers working with clients in these industries. We will begin with an overview of these industries, including a basic review of the sciences underpinning them (intended for non-scientists). We will then delve into complex legal issues such as licensing, collaborations, and consortium building; academic-industry interactions; the drug and biologic regulatory approval process; issues arising in clinical trials; and legal issues arising in the manufacture and distribution of life sciences products. If time permits, we will also examine the medical device industry and the ways in which that industry differs from the biopharmaceutical industry. In lieu of an exam, students will prepare a 25 page, journal-worthy article addressing a legal topic of the student's selection. UPPER-CLASS WRITING REQUIREMENT: A limited number of students may use this class to satisfy the requirement. GRADING NOTICE: This course does not offer the CR/NC/H option. 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 (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 JD 773

Reproductive Justice Practicum

3 credits

The Reproductive Justice Practicum offers students the opportunity to engage in direct fieldwork addressing critical issues at the intersection of law, healthcare, and reproductive justice. Through partnerships with reproductive justice organizations, health clinics, advocacy groups, and legal organizations, students will develop practical legal skills while meaningfully contributing to the movement. Students can anticipate working on issues ranging from abortion access, maternal health equity, gender-affirming care, sex education, crisis pregnancy centers, and other pervasive issues communities face when accessing reproductive healthcare. The primary goals of the Reproductive Justice Practicum are to: (1) Understand and apply the reproductive justice framework to analyze legal and policy issues impacting reproductive healthcare access and bodily autonomy. (2) Develop practical legal and non-legal skills critical to reproductive justice advocacy. (3) Engage with community partners in culturally competent and trauma-informed ways. (4) Master the ability to critically analyze the intersections of race, class, gender, disability, and other identifies in reproductive health, law, and policy. (5) Contribute substantively to ongoing reproductive justice work in the field. Practicum fieldwork varies in both subject matter and skills development according to the goals of our community partners; however, students can anticipate engaging in any of the following: litigation, policy research and advocacy, legal research, public education, storytelling, and infrastructure/capacity building, among others. Under the Practicum director’s supervision, students will act as the lead attorneys on these projects and spend the semester establishing relationships with project partners, identify project goals, draft agreements, and execute projects. Through this process, students will develop professional identities, explore how they can most effectively show up for community partners, and better understand how to put into practice key principles of reproductive justice. NOTE: The Reproductive Justice Practicum counts towards the 6 credit Experiential Learning requirement. GRADING NOTICE: This course does not offer the CR/NC/H option.


FALL 2026: LAW JD 773 A1, Aug 31st to Dec 3rd 2026
Days Start End Credits Instructors Bldg Room
Thu 4:20 pm 6:20 pm 3 Sapna Khatri LAW 518
SPRG 2027: LAW JD 773 A1, Jan 11th to Apr 21st 2027
Days Start End Credits Instructors Bldg Room
Thu 4:20 pm 6:20 pm 3 Sapna Khatri
LAW JD 789

Transaction Simulation: Forming and Financing a Start-Up Business

3 credits

Practice Areas: General Corporate and Corporate Finance This course is one of the semester-long transaction simulations offered as part of the Transactional Law Program. The simulated transaction is the formation and subsequent first-round venture financing of a new software business started by two entrepreneurs who are recent graduates of the California Institute of Technology. During this course, students will be exposed to, and will handle, the principal issues that arise in counseling entrepreneurs as to their emerging businesses, including key elements such as founders' arrangements, entity selection, governance, equity compensation, intellectual property protection, capital raising through SAFEs (which are simple agreements for future equity), convertible notes and preferred stock financing, capitalization/valuation/dilution and investment documentation based on industry-standard contracts. Through exercises both in and outside of class, as well as class discussions, students will simulate the work of practicing attorneys who counsel start-ups and their founders on a day-to-day basis. As part of these simulations, students will review sample agreements, draft and revise agreements and conduct negotiations. In addition, from time to time during the course, the instructors will address ethical issues and other practice points that can arise in connection with the simulated transaction or in transactional practice generally when working with emerging/start-up companies. The course grade will be based on attendance and class participation and three graded writing assignments. CLASS SIZE: 12 students. PREREQUISITE OR CO-REQUISITE: Corporations. Contract Drafting is recommended but not required. NOTES: This course counts toward the 6-credit Experiential Learning requirement and also satisfies the Transaction Simulation requirement of the Transactional Practice Concentration. GRADING NOTICE: This course does not offer the CR/NC/H option. ATTENDANCE REQUIREMENT: A student who fails to attend the first class or to obtain permission to be absent from either the instructor or the Registrar will be administratively dropped from the course. Students who are on the wait list are required to attend the first class to be considered for enrollment. Because the course involves regular in-class exercises, some of which are done in teams, and class participation is a significant component of a student's final grade, regular class attendance is essential and thus the course cannot accommodate flexibility in attendance.


SPRG 2027: LAW JD 789 A1, Jan 11th to Apr 21st 2027
Days Start End Credits Instructors Bldg Room
Wed 6:30 pm 8:30 pm 3 Dinesh MelwaniPerkins
LAW JD 783

Transaction Simulation: Structuring and Negotiating an International Business Collaboration

3 credits

Practice Areas: Cross-Border Transactions and International Negotiations. This course is one of the semester-long transaction simulations offered as part of the Transactional Law Program. The simulated transaction involves two companies, one a large U.S.-based pharmaceutical company ("KJH"), and the other an African agricultural production company that is majority owned by the government of the fictional African country of Malundi ("MCC"). The two companies are interested in working together to exploit a new technology developed by KJH that uses cassava, a plant, grown and harvested by MCC, for a new arthritis drug. MCC has a surplus supply of cassava and has been searching for alternative markets and uses for the surplus supply. KJH has a worldwide distribution channel, has developed and patented a manufacturing process, and possesses valuable know-how, used to extract the active ingredient for the new drug from cassava. Their collaboration could take the form of a joint venture, licensing agreement, long-term supply contract, or a combination of these structures. The course will begin with an introduction to important concepts about international business legal structures, negotiations, and the facts of the simulated case. The class will engage in a number of "hands-on" skill building exercises, individually and in small groups. After the third- or fourth-class meeting, students will be assigned to one of two teams of attorneys, one team representing MCC, and the other representing KJH. The teams will structure, negotiate and document in a detailed "letter of intent" the terms of the parties' collaboration. The course will explore the impact of cross-cultural customs and norms, as well as challenges presented by individual personalities and negotiating styles and client demands. Certain ethical issues will be addressed that may arise in transactions of this kind and in transactional practice generally. A key goal of the course is to expose students to "real-world" practice and enhance students' ability to structure, negotiate and document a transaction. The course grade will be based on individual class participation, individual and team drafting assignments and team negotiations. CLASS SIZE: Limited to 12 students. This course is open to LLM students provided there are available seats and with the permission of the Instructor and the Assistant Dean of Graduate and International Programs. PREREQUISITES: Corporations and Contract Drafting (or Transactional Contracts in the case of LLM students) are recommended, but not required. NOTES: This course counts toward the 6-credit Experiential Learning requirement and also satisfies the Transaction Simulation requirement of the Transactional Practice Concentration. GRADING NOTICE: This course does not offer the CR/NC/H option. ATTENDANCE REQUIREMENT: A student who fails to attend the first class or to obtain permission to be absent from either the instructor or the Registrar will be administratively dr


LAW JD 784

Transaction Simulation: Rise and Fall of a Syndicated Loan

3 credits

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.


SPRG 2027: LAW JD 784 A1, Jan 11th to Apr 21st 2027
Days Start End Credits Instructors Bldg Room
Thu 2:10 pm 4:10 pm 3 Steven B. Levine
LAW JD 774

Transaction Simulation: Public Company Go-Private

3 credits

This course is one of the semester-long transaction simulations offered as part of the Transactional Law Program. The simulated transaction is the 2020 “go-private” transaction pursuant to which Dunkin' Brands was de-listed as a public company and taken private through an acquisition by a privately-owned buyer. This course will provide students the experience of being junior lawyers working on the Dunkin’ go-private through simulations of elements of the transaction, with different areas of focus each week of the course. Students will engage in group and individual simulation work on topics including how a public company’s leadership team communicates with prospective buyers in compliance with selective disclosure and other regulatory requirements, directors’ fiduciary duties to shareholders, SEC reporting requirements, go shop/no shops, break-up fees, fairness opinions and the dynamics and challenges of working with a private equity buyer. Students will also practice counseling skills relating to how a public company management team interacts with its board, how and when to engage with a public company’s employees without disclosing inside information, how lawyers work best with financial advisors and boards of directors and considerations of risk in the context of a no-indemnity transaction. Because the acquisition of a public company has fulsome disclosure documents, including the proxy statement, the simulation will allow for research, study, discussion and simulation of actual issues that arose in the transaction. The course grade will be based on class participation and graded drafting assignments. CLASS SIZE: Limited to 12 students. PRE-REQUISITES: Recommended as a co- or pre-requisite, but not required: Corporations (JD816) and Contract Drafting (JD788). NOTES: This course counts toward the 6 credit Experiential Learning requirement and 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.


FALL 2026: LAW JD 774 A1, Aug 31st to Dec 3rd 2026
Days Start End Credits Instructors Bldg Room
Wed 4:20 pm 6:20 pm 3 SullivanGoldstein LAW 513
LAW JD 718

Transactional Law Research

2 credits

Most students will end up practicing transactional law which presents unique legal research challenges. Students will learn to navigate the statutory and regulatory frameworks of transactional areas of the law like tax, banking, securities and other practice areas. They will research agency guidance, use specialized practice materials and search for filings and company information, among other research tasks. Legal information and technologies in these area are constantly changing and new lawyers should be familiar with the most recent research techniques and tools. Classes will combine instruction and hands-on exercises using major print, electronic, and web based resources for securities law research. Students will be required to complete several assignments using electronic and print resources and put together a final client presentation on a transaction. NOTES: This course counts toward the 6 credit Experiential Learning requirement.


SPRG 2027: LAW JD 718 A1, Jan 11th to Apr 21st 2027
Days Start End Credits Instructors Bldg Room
Thu 8:30 am 10:30 am 2 Brian FlahertyMcCarthy
LAW JD 715

Vis International Commercial Arbitration

2 credits

This year-long course provides dedicated international law research instruction, writing instruction and supervision, and oral argument skills instruction, all structured around the competition materials for the Willem C. Vis International Commercial Arbitration Moot, a competition for law students to foster the study and practice of international commercial sales law and arbitration. Students from all countries are eligible (students from over 80 jurisdictions typically participate). The Moot involves a dispute arising out of a contract of sale between two countries that are party to the United Nations Convention on Contracts for the International Sale of Goods. The contract provides that any dispute that might arise is to be settled by arbitration in Danubia, a country that has enacted the UNCITRAL Model Law on International Commercial Arbitration and is a party to the Convention on the Recognition and Enforcement of Foreign Arbitral Awards. The arbitral rules to be applied rotate yearly among the arbitration rules of co-sponsoring institutions of the Moot. Students will learn the fundamentals of international commercial arbitration and international sales law. Students will then engage in an in-depth analysis of the Moot case, including identifying issues, researching those issues, and drafting arguments and counterarguments. Students will work together to draft and critique a memorandum for the Claimant and Respondent, and to prepare oral arguments. Ultimately, 4 to 6 students enrolled in the class will be selected to compete as members of BU Law’s Vis Moot Court team in the spring. The other students enrolled in the course will help prepare arguments, moot the team, and participate in pre-moots. Prerequisite/Co-requisite (can be waived with permission of the Instructor): International Law Research (JD 707). Recommended courses: International Business Arbitration (JD 980) or International Business Transactions (JD 842). NOTE: This class counts toward the 6 credit Experiential Learning requirement.


FALL 2026: LAW JD 715 A1, Aug 31st to Dec 3rd 2026
Days Start End Credits Instructors Bldg Room
Tue 6:30 pm 8:30 pm 2 Ioannidis LAW 410
SPRG 2027: LAW JD 715 A1, Jan 11th to Apr 21st 2027
Days Start End Credits Instructors Bldg Room
Tue 6:30 pm 8:30 pm 2 Ioannidis