Sidd Pattanayak

This course will give students a detailed introduction to the knowledge and skills necessary for an international M&A lawyer to guide clients through a typical cross-border M&A transaction. The course will have two distinct parts: (1) a deep dive into the key M&A contractual language (and underlying theories) that get negotiated in most transactions (including purchase price adjustments, indemnities, covenants, representations and warranties, and other key terms) and (2) navigating through each step in the deal process (including initial term sheet negotiations, due diligence, regulatory and third-party approvals, definitive agreement negotiations, closing mechanics, and other key steps). There will be an emphasis on underlying business principles that are common across different jurisdictions (e.g., U.S., U.K/Australia, EU/civil law countries, Africa, India, China, Japan, Asia-Pacific and other jurisdictions). Students will engage in case study hypotheticals involving real-life deals, which will be used to demonstrate the strengths and weakness of common strategies employed by law firm, in- house and other transactional lawyers. PRE- or CO-REQUISITE: CORPORATIONS. This course is open to LLM in American Law Program students.

This seminar will critically examine the legal doctrines and ethical principles of the contemporary law of war, including both the law governing recourse to force (jus ad bellum) and the law governing the conduct of hostilities (jus in bello). Topics vary from year to year. But we’ll cover most if not all of the following: the U.N. Charter framework for collective force; the nature and scope of the inherent right to self-defense; challenges to the jus ad bellum framework posed by terrorist networks and other non-state belligerents; humanitarian intervention; the core rules and principles of the law of armed conflict; non-combatant immunity and its converse, the so-called combatant's privilege; military necessity, distinction, and proportionality constraints on hostilities; prohibited weapons; belligerent occupation; the historical role of reciprocity and consequent difficulties posed by asymmetric warfare; artificial intelligence and "autonomous" weapons; and other controversies that characterize warfare in the early twenty-first century. Grading will be based chiefly on a short final paper. LIMITED WRITING OPTION: With the instructor's permission, a limited number of students may satisfy the upper-class writing requirement through their final term papers. ** 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.