The course, taught by practitioners in the field, covers contemporary and cutting-edge aviation topics such as international commercial aviation, aviation security, and the integration of unmanned aircraft systems (i.e., drones) into the national airspace. The course material will encompass most aspects of aviation law, including the law of international civil aviation, the economic and safety regulation of air transportation, aircraft registration and certification, aircraft accidents, airport law, government immunity from tort liability, and airline liability for the carriage of passengers and cargo domestically and internationally under the Montreal Convention. Students are exposed to a range of materials, including cases, treaties, executive agreements, and regulations, with a view towards imparting practical skills that can be applied to any field of law.

This course will provide an overview of U.S. domestic legal regimes that govern commercial spaceflight activities, including those managed by the Federal Aviation Administration, Federal Communications Commission, Department of Commerce, U.S. Defense Department and State Department. The course will examine existing regulations and statutes as well as current discussions about changes to policy and law to address the evolving nature of the space industry and U.S. national space priorities. Examples include the Space Force, space traffic management, and oversight of non-traditional commercial activities in light of international treaty obligations. 

Franchised businesses account for approximately 40 percent of retail sales in the U.S., more than a trillion dollars a year, and have about 10 million employees. Franchising is growing: a new franchise opens in the U.S. roughly every eight minutes of every working day. Although most people may associate franchising with “fast food restaurants,” franchising is prevalent in many areas of the economy, including automotive, hotel, various retail establishments, and numerous business services, among others. With the explosive growth of franchising, which really began in the 1950s, has come the development of franchise law as a separate discipline during the past 60 or so years and significant growth in the number of lawyers who practice in this field. Thus, franchising and the evolving practice of franchise law have a great practical impact on the U.S. and global economy.

Franchise law is a combination of contract and statutory law and is heavily influenced by trademark, antitrust and other areas of business law. Franchise agreements tend to be lengthy multi-year trademark licensing agreements. Because franchising involves distribution of goods and services, antitrust and other competition law considerations must be taken into account. Franchising is also regulated at both the federal and state level. Many franchise sales are regulated by state and federal disclosure requirements, analogous to SEC requirements. Automotive, petroleum and certain other franchise relationships are regulated by specific statutes, while various states generally regulate aspects of the franchise relationship, such as termination or renewal of the relationship. There is a substantial amount of litigation in franchising, involving not only disputes between franchisors and franchisees, but also franchise employees, consumers and others. Many common law contract concepts, such as the “implied covenant of good faith and fair dealing,” have evolved and continue to evolve in the context of franchise law. Franchising is also growing rapidly outside the U.S.; accordingly, a variety of laws and regulations of other countries are relevant.

This course will cover the legal and practical business basics of franchising, including, structuring of the franchise relationship and the analysis of franchise agreements; the sales process and disclosure requirements; the relationship of franchising, employment, trademark, antitrust and other generally applicable statutes; contract and other common law concepts that affect the franchise relationship; statutes regulating the franchise relationship at the state and federal levels; automobile, petroleum and international franchising; and franchise-related dispute resolution. Students will be evaluated on the basis of a paper and class participation, including mock negotiations at the end of the semester.

Learning Objectives:

My principal goal is for you to gain a general understanding of franchise law. In addition, I want you to become comfortable reading complex contracts, specifically franchise agreements, and to be able to analyze and negotiate a franchise dispute.

This seminar will examine the development of antitrust law around the world, starting with a basic understanding of U.S. and EC competition principles and then reviewing the application of those principles around the world (in particular China), as applied to current issues such as the regulation of Big Tech and progressive challenges to the status quo in the United States. Particular emphasis will be on merger control and regulation of dominant firm conduct (monopolization/abuse of dominant position). We will also consider the role of competition policy in economic and political development generally. Grading will be based on a paper and an assessment of class participation.

This seminar will examine the development of competition laws around the world, differences in substantive standards among the major enforcement jurisdictions; the role of historical, political, and economic forces that affect those differences; and the possible consequences of those differences. We will start with a basic understanding of competition principles common to key jurisdictions including the U.S., Canada, the EC, the UK, and Japan, and will compare and contrast these with the principles applied in developing and transition economies, such as China, Mexico, India, and South Africa. Particular emphasis will be on current issues and trends including the role of antitrust in a digital economy, multi-jurisdictional merger control, and regulation of dominant firm conduct. We will also consider the role of competition policy in economic and political development generally.

In this course, students will learn how to structure and execute global securities offerings. The course begins with a brief examination of the process of an SEC-registered offering in the U.S., and the ongoing requirements of SEC reporting companies, and then continues by examining how to conduct offerings, both domestically and internationally, outside of SEC registration. Topics include the registration requirements of 5 of the Securities Act, the various exceptions from registration, including Sections 4(a)(1), 4(a)(2) and 4(a)(7) of the Securities Act, the safe harbors pursuant to those exemptions, including Regulation S, Regulation D, Rule 144, Rule 144A, and the changes to certain of those rules and regulations by recent legislation, including the JOBS Act and the FAST Act. In addition to a thorough review of the rules and regulations in the course materials, this course seeks to give students insight into how those rules and regulations are used in practice, and into the mechanics of conducting various types of securities offerings, so that upon completing the course students are better prepared to address these topics in practice. The course was jointly developed by a senior SEC staffer and a private practitioner. Note that there is no pre-requisite for this course.

Whenever merchandise crosses an international border, it is subject to customs laws and procedures.  And with the grow of international trade and commerce over the years, customs laws and procedures have become increasingly more internationalized, important, and complex.  Therefore, knowledge of customs laws and procedures is important to the practice of international trade law.

This course will provide a basic introduction to the rules and principles relating to both international and U.S. customs laws and procedures.  This will include an examination and review of those rules and principles relating to tariff classification, customs valuation, rules of origin, border enforcement of intellectual property rights and regional trading arrangements.

International efforts to facilitate trade and to harmonize and simplify customs laws and procedures will be examined and reviewed together with international organizations dealing with international customs laws and procedures (such as the World Trade Organization and the World Customs Organization).

Customs authorities are the guardians of national borders.  The role of customs authorities in combating terrorism and criminal activity and in securing and safeguarding national borders will also be examined and reviewed.

There are no prerequisite courses required for this course. 

This course aims to familiarize students with international commercial arbitration and will follow the traditional steps of international arbitration proceedings from the registration of the dispute to enforcement and challenges of an award in national courts.  This course will not rely solely on US law but, instead, adopt a global approach to international arbitration. 

This course is structured around a semester-long, simulated negotiation exercise in which the students in this class will represent a US pharmaceutical company (KJH Pharmaceutical Corporation) and the students in a similar class, at the University of Dundee in Scotland, will represent an African agricultural production company (Malundian Cassava Corporation). The two companies are interested in working together to exploit a new technology developed by KJH Pharmaceutical that uses the cassava produced by Malundian Cassava Corporation. The form of their collaboration could be a joint venture, a licensing agreement or a long term supply contract. The negotiations will take place through written exchanges and through live negotiation via videoconference. Substantive law issues related to the transaction, as well as negotiations strategy and related issues, will be addressed in this class.

The purpose of the course is to provide students with an opportunity (i) to gain an introduction to transactional law and experience the sequential development of a business transaction over an extended negotiation, (ii) to study the business and legal issues and strategies that impact the negotiation, (iii) to gain insight into the dynamics of negotiating and structuring international business transactions, (iv) to learn about the role that lawyers and law play in these negotiations, (v) to give students experience in drafting communications, and (vi) to provide negotiating experience in a context that replicates actual legal practice with an unfamiliar opposing party (here, the students at Dundee).

The thrust of this course is class participation and active involvement in the negotiations process. Students are expected to spend time outside of class, working in teams, to prepare for class discussions involving the written exchanges as well as preparing for the live negotiations. Class discussions will focus on the strategy for, and progress of, the negotiations, as well as the substantive legal, business and policy matters that impact on the negotiations. Grades will be based on participation in the exercises, students’ diaries, and a final paper.

This simulation course is structured around a semester-long negotiation exercise in which the students on one team of lawyers will be negotiating with students on another team of lawyers. One team will represent an African agricultural production company (Malundian Cassava Corporation) and the other team will represent a multi-national pharmaceutical company (KJH Pharmaceutical Corporation). In the simulation, the two companies are interested in working together to exploit a new technology developed by KJH Pharmaceutical that requires use of a plant crop (cassava) produced in Malundi and sold by Malundian Cassava Corporation. The form of their business collaboration could be a joint venture, a licensing agreement, or a long-term supply agreement. The negotiations will take place through written exchanges and through face-to-face negotiation sessions. Substantive legal topics related to the transactions, as well as to the process of international negotiation and related issues, will be covered  in this course.

The goals of this course are (i) to introduce students to transactional law and practice, (ii) to provide negotiations training and experience in the context of international transactional practice, and (iii) to develop legal-practice skills. Students will apply their legal and non-legal knowledge in the role of lawyers negotiating an international business transaction, within the controlled environment of the classroom.

This experiential course is built around active involvement in the transactional negotiations process. Students may expect to spend some time outside of the class meetings working in teams to prepare the written exchanges and prepare for the negotiations. Class meetings will focus on the strategy for and the process of the negotiations as well as on many of the substantive legal, business and policy issues that arise in the course of business negotiations. Grades will be based on 1) written self-evaluation “journal” entries and 2) a final paper (see “Course Requirements” below).

This three credit course is an introductory survey of legal issues that arise in connection with international business transactions.  Subjects covered include:  (1) laws and treaties involved in cross-border business transactions; (2) core international business transactions, including international sales and letters of credit, non-establishment (agency, distribution, contract manufacturing, franchising, licensing) and establishment (branch, subsidiary, joint venture) forms of doing business, equity and debt/project finance transactions, and mergers and acquisitions; (3) fundamental legal concepts such as choice of law, choice of forum, jurisdiction, investment protection (expropriation), anti-corruption and competition regulation, and dispute resolution, focusing on litigation and arbitration, (4) the transfer and protection of intellectual property, and (5) corporate social responsibility.

The learning outcomes for this International Business Transactions course include: (1) basic knowledge and understanding of (a) substantive and procedural laws concerning international business transactions, and (b) the role of private and public international law in the conduct of international business; and (2) international legal analysis and reasoning, problem solving, professional skills, and written and oral communication in the context of international business transactions.

An introductory survey course examining transactional and litigation issues faced by international businesses. The goal of this course is to familiarize students with the broad scope of issues affecting international business prior to the students choosing other courses for further specialization and to introduce students to analytical tools used by lawyers who advise on matters related to international business. Emphasis is given to the actual practice of international business law.  Topics will include the international sale of goods (including letters of credit), international contract issues, cross-border investment, and international investments including project finance. 

This course presents an introduction to international commercial arbitration. It examines the nature of arbitration, the procedures used in international arbitration (both institutional and ad hoc) and the enforcement and setting aside of arbitral awards. The course will also cover drafting arbitration agreements, the law applicable to arbitrations (including the New York Convention, the ICSID Convention and various institutional rules), challenges to arbitration, multi-party arbitrations, jurisdiction, preliminary or interim measures and selection of the arbitral tribunal. The course also provides an introduction to arbitration between investors and states. Grades will be based primarily upon short papers addressing current issues in international arbitration.

In today's global economy, parties to cross-border commercial transactions usually choose to resolve their disputes through international arbitration. This course provides students with an understanding of the law and practice of international arbitration from the perspective of United States law. Among other things, the course will consider the alternatives to international arbitration; the international conventions and U.S. arbitration statute; the arbitration agreement; the role of courts and tribunals in determining issues of arbitrability; international arbitration rules; provisional measures; judicial enforcement of arbitration agreements and arbitration awards; and judicial setting aside of arbitration awards.

This seminar seeks to develop skills and knowledge to participate in negotiations and in particular international business negotiations. Approximately a third of course time is devoted to the negotiating process and analysis of negotiation principles and dynamics. Another third is spent on the cultural, practical, legal and strategic elements of international business transactions. The balance is spent on a series of "mock" negotiations. Students, individually and in groups, experiment with different negotiating techniques and fact situations of increasing complexity. The course requirement is principally satisfied through preparation of a comprehensive negotiated agreement and follow-up memorandum. Heavy emphasis is placed on class participation, including the negotiations. The final negotiating problem requires substantial team work with others, including strategy, analysis, and preparation. Negotiations are carried on both inside and outside normal class time.

After introductory lectures on negotiation theory and practice, the seminar students will be divided into teams for a series of simulated negotiations covering government-to-government, government-private and transnational private negotiations.  Student performance in these negotiations and class discussions will comprise most of the course grade; no research paper or examination is required.

Examines legal and financial aspects of foreign investment projects, especially in developing countries, from the perspective of the investor, lender and the host country. Legal issues related to the structuring of the foreign investment, the arrangement of the private and public financing, and the construction of a project are considered. A significant amount of time will be devoted to analysis of typical international project finance documentation, but the international and host country legal issues applicable to foreign investment, support from national and multinational agencies, noncommercial risk analysis and dispute resolution will also be considered and discussed.

This course deals with international protection of intellectual property through the World Trade Organization (WTO) and the WTO agreements which cover intellectual property: the TRIPS Agreement, The Paris Convention and the Berne Convention. The course will also cover the General Agreement on Tariffs and Trade (GATT) and the Dispute Settlement Understanding, which are essential in enforcing these agreements.

The course examines in detail the relevant U.S. law and how the extraterritorial application of these laws effects international enforcement of intellectual property. These laws are Section 337 of the Tariff Act of 1930 which prohibits the importation of articles into the United States which infringe U.S. patents, trademarks, or copyrights, and Section 301 of the Trade Act of 1974 which allows retaliation against foreign countries which impose unjustifiable or unreasonable restrictions against U.S. commerce.

The main WTO cases in intellectual property will be read and analyzed. These will include the cases on Sections 337 and 301, which have limited the United States’ ability to unilaterally affect intellectual property law. Other cases will include the U.S. – Cuba Havana Club case, the Indian Pharmaceutical case, the Internet Gaming case, the U.S. Musical Copyright case, the European Geographical Indication (GI) case, the Canada Pharmaceutical patent case, and the China Intellectual Property Violation case. The course will study the Doha Agreement, which allows the compulsory licensing of pharmaceutical patents to fight pandemic diseases particularly HIV/AIDS. Finally, the course will review any significant changes in trade law or existing trade agreements, particularly as relates to intellectual property, that may occur under the Trump administration

This course examines key issues arising from the criminalization of transnational business conduct and attempts to enforce national laws extraterritorially, as well as how to counsel clients to comply with inconsistent or conflicting legal regimes. Topics covered will include: bribery of foreign officials, crime on the internet, economic embargoes and export and reexport controls, securities fraud, money laundering, and price-fixing. Attention will be paid to foreign governmental opposition to U.S. assertions of jurisdiction via "blocking" statutes, secrecy laws, and use of local court injunctions, as well as to mechanisms for resolving jurisdictional conflicts, including international agreements for notification, consultation, mutual legal assistance, "positive comity," and exchanges of confidential information among enforcement authorities. The course will also focus extensively on compliance and ethics issues and on techniques for dealing with government law enforcement agencies.

The subject of investor-state disputes and their resolution lies at the cutting edge of international law, and is a major factor in the development of the global economic system in years to come. Study of this form of arbitration provides insight into the evolving shape of customary international law, the conflict between capital-importing and capital-exporting states, and the status of individuals in the international legal order. This seminar will provide students with a firm grounding in the history, present practice, and future implications of arbitration between foreign investors and host states, sanctioned by multilateral and bilateral investment treaties. Topics that will be covered in this course are the history of the treatment of aliens and investments under international law; an overview of the most important international treaties that give investors a right to arbitration of claims; the most important elements of procedure that characterize investor-state arbitration, including tribunal composition, jurisdiction, evidence, award and challenge or annulment; substantive law of investment arbitration, the standards that apply when a tribunal determines whether a breach of the treaty has occurred; and the future development of investor-state arbitration including the challenges of globalization and other stresses, the clash of capital-importing and capital-exporting countries, environmental protection and free trade, restrictions on state sovereignty, the construction of an international investment jurisprudence, the limits on arbitrability, and the expansion of multilateral investment protections worldwide. Active participation in discussion of the course materials is required.

This course surveys various principles and aspects of admiralty and maritime law of the United States, including: the historical and constitutional bases for its existence; the admiralty and maritime jurisdiction of the courts; the substantive law of maritime contracts and maritime torts; the application of criminal law at sea; the laws governing carriage of goods and passengers by sea; the public order of the oceans at the national and international levels; protection of the marine environment; and federal-state maritime issues. Consideration is given not only to the current state of the law in these areas, but also to related U.S. government policies and international and comparative law issues.

This seminar addresses the international and domestic laws governing outer space. Class discussion will include issues such as: liability for damage caused by space objects, use of outer space resources, rescue of astronauts and return of objects launched into outer space, environmental issues in outer space, and other more specific topics such as NASA and the International Space Station, commercial space operations, U.S. Government agencies involved in outer space, and the role of the United Nations in outer space.

This course will explore the political economy, governance, and legal regulation of global technology platform giants. After providing an introduction to the structure and operation of technology platforms, it will consider case studies from different parts of the globe that spotlight a range of current legal and policy problems, including, among others: content governance (including both content removal and content provision); privacy and data protection; internet access and digital inclusion; competition, consumer protection, and worker protection issues created by and within platform ecosystems; and platform entanglements with geopolitical and state security concerns.