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 course prepares students for the ever-changing legal workplace by focusing on a key foundational skill for effective AI utilization: the prompt. Learning how to prompt can help create a highly capable "second lawyer" sitting in the office, provided that students can master the dialogue required (the prompt) to keep their digital associate focused on the task at hand and steer clear of hallucinations. Ultimately, the goal is to ensure that the AI’s output serves to sharpen a student’s own analytical judgment and make them more efficient as they provide advice to their clients in their first jobs after graduation. Throughout the course, students will learn the technical underpinnings of how generative AI can—and cannot—assist lawyers. They will master the construction of multi-layered, iterative prompts that leverage an LLM’s strengths while accounting for its limitations in legal analysis. There will be an in-person final exam in addition to the prompt assignments.

This seminar will critically examine the chief legal norms and ethical precepts that regulate war. We will focus on both the just war tradition and contemporary international law, which include the law governing recourse to force (jus ad bellum) and the conduct of hostilities (jus in bello). Ad bellum topics generally include (1) the U.N. Charter framework for collective force under Security Council auspices; (2) the inherent or natural right of self-defense codified in Article 51 of the Charter; (3) ad bellum necessity and proportionality constraints on resort to force; (4) the novel and persistent challenge to the traditional jus ad bellum posed by diverse non-state belligerents and private armies (e.g., rebels, gangs, transnational terrorist networks, etc.) operating in the world today, all waging war in a legal and geopolitical environment that differs tremendously from the interstate paradigm that animated the drafters of the Charter in 1945; and (5) the associated topics of a state’s alleged right to use force to rescue nationals taken hostage by or in a foreign state, humanitarian intervention, and the so-called responsibility to protect (R2P). Jus in bello topics deal with the legitimate means and methods of warfare. Specifically, we typically cover (6) non-combatant immunity; (7) military necessity, distinction, and proportionality (MNDP) principles; (8) perfidy, prohibited weapons, and other illegal means or methods of warfare; (9) cyberwar, autonomous weapons, drones, and weaponized artificial intelligence; (10) asymmetric warfare; and (11) supreme emergencies, that is, circumstances in which violating the letter of the law of war might be excused or justified. Current events will be woven into the curriculum from time to time. UPPER-CLASS WRITING REQUIREMENT:: With the instructor's permission, a limited number of students may satisfy the upper-class writing 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.