International Law / Finance and Investment

LAW 757 v01 Comparative Tax Law

LL.M Course (cross-listed) | 2 credit hours

Provides an introduction to the study of comparative tax law. The coverage is broad, touching on many countries and types of taxes, as well as the general legal framework for tax law and tax procedure. Emphasis is on the income tax and, to a lesser extent, value added tax. Focus is on underlying structural differences in legal systems, including constitutional issues, judicial interpretation of tax laws, judicial and legislative anti-avoidance doctrines, different approaches to defining income, alternative systems for taxing corporations and shareholders, and problem areas in the VAT (including international services and e-commerce). The student completing this course will have a basic understanding of how to approach foreign tax law, and tools to better understand the tax system in the student’s own country.

Prerequisite: Federal Income Taxation (formerly Taxation I) and prior or concurrent enrollment in either Corporate Taxation (formerly Taxation II) or Corporate Tax Law I.

LAW 1615 v00 Cryptocurrencies, Initial Coin Offerings and the Law Seminar

J.D. Seminar (cross-listed) | 2-3 credit hours

This seminar will examine cryptocurrencies like Bitcoin, Ether and Ripple's XRP, and their possible roles as commodities, payment instruments and investments.  It will also explore “Initial Coin Offerings” ("ICOs")—fundraises by startups identifying technology-based problems and proposing the sale or financing of technology-based solutions.  

Cryptocurrencies and ICOs have recently attracted more attention—and investment dollars—than early stage venture capital.  However, governmental authorities around the world worry that they are under-regulated (or unregulated), pointing to a recent spate of fraud, market volatility, and potential money laundering associated with virtual transactions.  This seminar will explore the regulatory framework for digital currencies and payments, and examine the evolving reforms and regulatory efforts arising in the sector.  The course will cover topics including the differences between key cryptocurrencies; the varying regulation of cryptocurrencies and ICO tokens as “commodities” vs. “securities;” the mechanics of an ICO; and money laundering and bank secrecy laws.

Prerequisite: A course in securities, banking, or derivatives, one of the following or similar courses: Advanced Studies in Federal Securities Regulation; Derivatives Regulation; Federal Banking Regulation: Modern Financial Institutions and Change; Financial Regulation and Financial Crises; Federal Regulation of Financial Institutions; Initial Public Offerings; Securities Regulation; or Securities Regulation of Financial Institutions and the Securities Markets.

Note: This seminar requires a paper. J.D. students must register for the 3 credit section of the seminar if they wish to write a paper fulfilling the Upperclass Legal Writing Requirement. The paper requirements of the 2 credit section will not fulfill the J.D. Upperclass Legal Writing Requirement.

LAW 1298 v01 Global Anti-Corruption Seminar

J.D. Seminar (cross-listed) | 2-3 credit hours

Objectives and Overview

Addressing corruption has become a global priority. The growing number of high profile cases involving the abuse of public power for private gain has generated moral outrage, particularly at a time of rising inequality.  Moreover, there is an emerging consensus that systemic corruption not only undermines a country’s economic performance but can also lead to political instability and armed conflict. The Course will examine the societal impact of public sector corruption and the efficacy of the criminal, regulatory and administrative steps that are being taken to address it, both at the national level and international levels.  The Course will be interdisciplinary, focusing on the legal, political, economic and institutional dimensions of this highly complex problem.       

Finding a universally accepted understanding of what we mean by “corruption” can prove elusive, and the course will begin by examining how lawyers and social scientists have approached this question. The course will then identify the environments that typically enable corruption to flourish, including natural resource economies and countries that are in economic and political transition. It will also assess the debilitating impact that corruption has on overall economic performance, inequality, poverty, political stability and national security.

Taking into account the above considerations, the course will identify the key ingredients of an effective anti-corruption strategy, emphasizing the importance of a holistic approach that includes not only effective criminalization and prosecution but also comprehensive regulatory and administrative reform.  While legal obligations and best practices have been established at the international level that include many of these ingredients, evidence indicates that meaningful change only takes place when domestic conditions for reform are in place, which are often precipitated by a crisis. In that context, the course will include case studies of reform based, inter alia, on the experience of the IMF, focusing on the anti-corruption program implemented by Indonesia.  Importantly, the course will also assess international efforts to address both the “supply” side of corruption (the provision of bribes to public officials by large corporations) and the problem of “concealment” (when banks in major jurisdictions assist in the laundering of the proceeds of corruption of foreign officials).  These issues will be addressed through a close study of the OECD’s Anti-Bribery Convention and the 40 Recommendations on Anti-Money Laundering and Combatting of the Financing of the Financial Action Task Force. Corruption within the political system will also be examined, including explicit bribery of politicians, conflicts of interests, and private financing of political campaigns (sometimes referred to as “legalized corruption”). Finally, the course will assess the merits of proposals to establish an International Court on Corruption.

Learning Outcomes

By the end of the course, students will have gained an understanding of those crimes that the international community does (and does not) generally accept as constituting corruption - and why there continues to be a debate on this important definitional question. They will also gain insight into the political and economic circumstances that most typically give rise to corruption and the debilitating impact that this problem can have on society. In terms of the design and implementation of an anti-corruption strategy, students will learn about the key elements of the most relevant anti-corruption conventions and international best practices, including the UN Convention Against Corruption. They will have sufficient knowledge to discuss in depth both the efficacy and limitations of these instruments, taking into account the importance of the domestic political environment.  Students’ understanding of these issues will be enhanced by in-depth case studies of corruption reform efforts, including in the context of IMF-supported programs. To that end, students will have an opportunity to discuss with IMF staff past and ongoing cases of reform.

Mutually Excluded Courses: Students may not receive credit for this seminar and International Efforts to Combat Corruption Seminar.

Note: This seminar requires a paper. J.D. students must register for the 3 credit section of the seminar if they wish to write a paper fulfilling the Upperclass Legal Writing Requirement. The paper requirements of the 2 credit section will not fulfill the J.D. Upperclass Legal Writing Requirement.

LAW 750 v01 Global Securities Offerings

LL.M Course (cross-listed) | 2 credit hours

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.

LAW 876 v04 International Business Transactions

LL.M Course (cross-listed) | 3 credit hours

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.

Recommended: International Law I: Introduction to International Law; a course in Finance or Securities Regulation.

Mutually Excluded Courses: Students may not receive credit for both this course and International Business Transactions and International Dispute Resolution or the J.D. courses, International Business Transactions or International Economic Law.

LAW 876 v07 International Business Transactions

LL.M Seminar (cross-listed) | 2 credit hours

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. Topics will include the international sale of goods (including letters of credit), international contract issues, cross-border financings (including letters of credit and bank financings), and international investments. Litigation topics will be related to the transactional issues covered and will include a special emphasis on contract rights and remedies, choice of law, choice of forum, and international arbitration.

Recommended: International Law I: Introduction to International Law (or the equivalent International Law I).

Mutually Excluded Courses: Students may not receive credit for both this course and International Business Transactions and Dispute Resolution or the J.D. courses, International Business Transactions or International Economic Law..

LAW 876 v10 International Business Transactions

LL.M Course | 3 credit hours

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 financings (including letters of credit and bank financings), and international investments including project finance. Litigation topics will be related to the transactional issues covered and will include a special emphasis on contract rights and remedies, choice of law, choice of forum, and international arbitration.

Recommended: International Law I: Introduction to International Law (or the equivalent International Law I).

Mutually Excluded Courses: Students may not receive credit for both this course and International Business Transactions and Dispute Resolution or the J.D. courses, International Business Transactions or International Economic Law.

LAW 876 v11 International Business Transactions

J.D. Course (cross-listed) | 4 credit hours

This four-credit survey course studies the major legal issues arising in international business, trade and investment activity, taught from a practical, problem-oriented approach. The focus of the course is on the law and practice that is different when business, trade or investment takes place across an international boundary. The principle areas of coverage are: 1) the movement of goods, including the Convention on Contracts for the International Sale of Goods (CISG), contracts for transportation, and financing, including the law of letters of credit, 2) problems of international investment and the transfer of intellectual property, including the international law governing patents, trademarks, copyrights and trade secrets, 3) national and international rules for dealing with imports and exports, including export controls and sanctions and trade remedies (antidumping, countervailing duty and safeguards), 4) public international law disciplines that arise in connection with anti-corruption efforts and norms of corporate social responsibility, and 5) international dispute resolution, including investment arbitration, trade disputes at the WTO, and private international commercial litigation issues, including choice of law and forum issues.

Mutually Excluded Courses: Students may not receive credit for this course and International Business Transactions and Trade Law or International Economic Law or the LL.M. course, International Business Transactions.

LAW 3132 v00 International Development, Humanitarian Assistance and Global Health

LL.M Seminar (cross-listed) | 2 credit hours

The course provides an overview of the international and domestic legal and policy framework applicable to the delivery of foreign assistance and global health for the following: bilateral development partners, international/multilateral institutions, and recipient countries; non-governmental and civil society organizations; and private sector actors.

By the end of this course, students will be able to:

  • Identify and interpret the key relevant documents that define whether and how to provide different types of foreign assistance (including foreign assistance statutes and regulations, annual appropriations, bilateral treaties, and international treaties).
  • Predict and explain policy decisions based on knowledge of areas of government discretion and restrictions.
  • Identify and outline potential options to implement foreign assistance, global health and other projects based on knowledge of cross-cutting, generally applicable rules.
  • Identify what you would need to know and the resources an organization will need in order to implement a project in response to a newly identified humanitarian aid or global health crisis or foreign assistance challenge.
  • Differentiate between ideals and goals that are achievable under the relevant legal and regulatory framework from activities that are restricted or prohibited.
  • Express the values or rationales that most influence or shape your interest in this field and how they inform your ability to assess the likelihood of success of an assistance activity.

LAW 1412 v00 International Economic Law

J.D. Course (cross-listed) | 4 credit hours

This four-credit survey course analyzes the major legal issues in international business, trade, and investment activity in both the private and public sectors. It provides the basic coverage of the wide variety of issues that relate to international trade, investment, and commercial intercourse with which every competent lawyer should be familiar. (In depth coverage of any of these areas should be explored in subsequent specialized courses depending on the students’ particular interests.) The principal areas of coverage are: (1) the movement of goods, including private techniques of contract and financing; (2) import tariffs and customs; (3) international and regional trade and financial institutions, including the World Trade Organization, IMF, World Bank, the North American Free Trade Agreement and the Trans-Pacific Partnership; (4) problems of international investment; (5) the protection of intellectual property; (6) emergency powers, economic sanctions and export controls; (7) formal dispute resolution in trade and investment, including international arbitration and litigation; and (8) the challenges of foreign corruption.


The books for LAWJ 1412-08 and LAWG 1412-08 (International Economic Law) are:


1. Daniel C.K. Chow and Thomas J. Schoenbaum, International Business Transactions (3rd. ed., Aspen, 2015) ISBN: 978-1-4548-4941-4


2. Daniel C.K. Chow and Thomas J. Schoenbaum, International Business Transactions: Documents Supplement (Wolters, Kluwer, 2015) ISBN 978-1-4538-5998-7)


2A. 1 & 2 bundled save about $30; use ISBN 9781454870371.


3. Michael J. Trebilcock, Advanced Introduction to International Trade Law (Edward Elgar, 2015) ISBN 978-1-78347-1602

Prerequisite: Note: There are no pre-requisites, but a course in public international law (at Georgetown or elsewhere) would be helpful.

Mutually Excluded Courses: Students may not receive credit for this course and International Business Transactions or International Business Transactions and Trade Law (formerly International Law II).

LAW 928 v01 International Project Finance

LL.M Course (cross-listed) | 2 credit hours

This course provides a detailed overview and analysis of the technique of project financing in an international environment (particularly in emerging markets). The focus is on the perspectives of the various parties to the project, including output purchasers, providers of goods and services, equity holders, and especially commercial banks, international financial institutions and other lenders. The aspects peculiar to infrastructure projects in specific industries (such as power generation, ports, toll roads, etc.) are also considered.

Learning objectives:

Achieve competency in understanding and analyzing international project finance transactions, from the perspective of the various parties to the project, including:

  • Identify, understand and analyze project risks during development, construction and operational phases;
  • Analyze transaction structuring and identify contractual and non-contractual risk mitigation and shifting methods for project parties;
  • Apply basic finance and legal principles with respect to practical and contractual remedies, as well as dispute resolution mechanisms; and
  • Consider specific case studies, as well as sample transaction documents, to better understand the issues that arise in a typical international project financing.

Recommended: Contracts; Accounting Concepts for Lawyers; Conflict of Laws: Choice of Law (or the equivalent Conflict of Laws: Choice of Law (International Focus)); Corporate Finance; Corporations.

Mutually Excluded Courses: Students may receive credit for only one of the following courses: Developing and Financing Infrastructure Projects; International Project Finance and Investment; International Project Finance & Development: Case Studies; Project Development and Finance or Transacting International Finance.

LAW 928 v03 International Project Finance

LL.M Course | 3 credit hours

This course examines legal, business and policy issues that arise in international project financings, particularly in emerging markets, and analyzes how such transactions are structured and negotiated and related risks are allocated. We consider the typical roles played by parties to such transactions (equity sponsors, lenders, customers, suppliers and host governments), interests associated with such roles, and how competing interests tend to be reconciled. We will focus on how negotiated arrangements are embodied in and supported by typical transaction documentation such as project documents, financing documents and legal opinions. Coverage will include illustrative local law and political risk issues. Selected international investment transactions, both actual and hypothetical, will be used to illustrate recurring themes.

Course requirements include participation in a simulated international project loan negotiation with outside experts serving as clients.

Recommended: International Business Transactions; Conflict of Laws: Choice of Law; Secured Transactions; Corporate Finance.

Mutually Excluded Courses: Students may receive credit for only one of the following courses: Developing & Financing Infrastructure Projects; Infrastructure Projects in Developing and Transition Countries; International Project Finance; International Project Finance and Investment; International Project Finance & Development: Case Studies; Project Development and Finance or Transacting International Finance.

Note: This course has an additional MANDATORY session on Saturday, April 09, 2022, 8:30 a.m. to 12:45 p.m. Location to be announced at the start of the semester.

LAW 928 v02 International Project Finance and Investment

LL.M Seminar (cross-listed) | 2 credit hours

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.

Prerequisite: A course in International Business Transactions, or background in international business or financial transactions.

Mutually Excluded Courses: Students may receive credit for only one of the following courses: Developing Infrastructure Projects, Infrastructure Projects in Developing and Transition Countries; International Project Finance; International Project Finance & Development: Case Studies; Project Development and Finance or Transacting International Finance.

LAW 676 v00 Investor-State Dispute Resolution Seminar

LL.M Seminar | 3 credit hours

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.

Recommended: International Commercial Arbitration

Note: For the Spring section: Student who no longer wishes to remain enrolled will not be permitted to drop the class but may request a withdrawal BY PROFESSOR PERMISSION ONLY.

This course requires a paper. J.D. Students: this will fulfill the J.D. Upperclass Legal Writing Requirement.

LAW 2082 v00 Project Development and Finance

LL.M Course (cross-listed) | 2 credit hours

This course will provide students with a fundamental understanding of the legal and practical issues involved in the development and financing of domestic and international infrastructure projects – with an emphasis on major energy infrastructure projects.

We will analyze in depth: (i) the structure of a project finance transaction – including the contractual relationships and risk allocation among parties; (ii) the substantive components of the primary project development agreements; (iii) key project financing concepts and documentation; and (iv) implications of environmental, regulatory and compliance regimes.

Classes will involve lectures and interactive discussion based on selected case studies and articles/publications reflecting projects currently in development and recent project financings. In addition, students will have the opportunity to review and discuss issues and negotiated points in actual project development agreements and financing documentation.

Mutually Excluded Courses: Students may not receive credit for both this course and Domestic and International Project Finance & Development: Case Studies; or the J.D. course, International Project Finance; or International Project Finance and Investment and Developing & Financing Infrastructure Projects.

LAW 1653 v00 Resolution of International Financial Crises Seminar

J.D. Seminar (cross-listed) | 2 credit hours

Overview

While the globalization of private capital markets has generated important welfare gains, it has also been responsible for episodes of financial instability, often with devastating consequences. The Course will analyze the underlying causes of international financial crises and assess the efforts of policy makers to mitigate their impact. The Course will be interdisciplinary in nature, focusing on the legal, financial and economic dimensions of these crises and the relevant policy responses. Key lessons will be distilled from an in-depth analysis of the most important episodes, including the Latin American Debt Crisis, the Asian Financial Crisis, Argentina’s default in 2001 and the crises precipitated by the Great Recession of 2008, including the Eurozone Crisis. We will also conduct a simulation, with students playing the roles of the various policy makers seeking to contain and ultimately resolve the crisis.

The Course will analyze both the common patterns of the previous international financial crises and the extent to which they have differed. In that context, the Course will investigate how the dynamics of these crises have been driven both by the evolution of credit markets (including the transition from bank lending to bond issuance) and changes in the underlying legal framework that supports these markets. The Course will analyze the competing considerations faced by policy makers as they seek to mitigate the impact of a crisis – often with large scale financial assistance – without increasing the risk of future crises through the creation of excessive moral hazard. In that context, the Course will review in some detail the role played by the International Monetary Fund in managing these crises.      

Learning Objectives

By the end of the course, students will have gained an understanding of how global financial markets have evolved over the past 40 years and how this evolution has both promoted welfare and created significant financial instability. They will learn how the relevant legal frameworks have interacted with this evolution to shape creditor incentives, with a focus on regulatory design, contractual provisions and litigation strategies. Through in-depth case studies, they will gain insight into how public policy makers have struggled to both contain the impact of these crises while, at the same time, introducing reforms to prevent them from recurring. In particular, they will gain an understanding of the legal, policy and governance framework of the IMF and the role it plays as a financial fire fighter. More generally, they will gain an understanding of the challenges faced by policy makers when addressing a systemic crisis, with a focus on the key actors, namely: (a) the governments of the countries experiencing the crisis, (b) private creditors and (c) the IMF. Existing and former officials will participate in a number of classes to share their own perspectives regarding the key lessons to be distilled from previous episodes.

LAW 1191 v00 Sovereign Debt and Financial Stability Seminar

J.D. Seminar (cross-listed) | 2-3 credit hours

This seminar will examine sovereign debt and its role in national and global financial systems. By the end of 2012, national governments had borrowed over $40 trillion from private creditors at home and abroad, and hundreds of billions of dollars more from one another and from international organizations. Government debt is a popular savings vehicle, a benchmark for pricing the risk of corporate debt, and the core asset in national and global financial systems. Sovereign governments may also guarantee borrowing by other important economic actors, from cities and provinces to banks and housing lenders. In many ways, sovereign debt functions like money. Yet it is also effectively unenforceable, since most of the debtors’ property is either immune or inaccessible to creditors. In addition to the basic policy, doctrinal and theoretical concepts in sovereign borrowing and restructurings, we will study recent crises in Europe and Latin America, reform proposals, and implications for the financial system.

Each student will be expected to submit a one-page analysis of each week’s reading, and two five-page papers (one each on the third and fourth parts of the syllabus). Students may choose to submit a single ten-page paper for either the third or fourth part of the syllabus in lieu of the two five-page papers. Each student will also direct class discussion of one assigned reading at least once during the term.

Recommended: Background in financial regulation and/or public international law would be helpful, but not essential.

Note: This seminar requires a paper. J.D. students must register for the 3 credit section of the seminar if they wish to write a paper fulfilling the Upperclass Legal Writing Requirement. The paper requirements of the 2 credit section will not fulfill the J.D. Upperclass Legal Writing Requirement.

LAW 1328 v00 Taxation in the European Union Seminar

J.D. Seminar (cross-listed) | 3 credit hours

For the past several decades, the European Union has been at a crossroads. Member States no longer have complete sovereignty over their tax systems, but the European Union as a whole has only limited control over taxation. This seminar will introduce students to the particular challenges raised by taxation in the European Union. This seminar will provide a general background to European Union law and will then introduce students to the treatment of indirect taxation, direct taxation, and state aid. The seminar will conclude with several sessions on possible solutions to the tax challenges currently facing the European Union.

Prerequisite: Students must have taken Federal Income Taxation (formerly Taxation I).

Recommended: International Tax is encouraged but not required.

Note: This seminar requires a paper. J.D. students must register for the 3 credit section of the seminar if they wish to write a paper fulfilling the Upperclass Legal Writing Requirement. The paper requirements of the 2 credit section will not fulfill the J.D. Upperclass Legal Writing Requirement.

LAW 1654 v00 The IMF and the Evolution of International Financial and Monetary Law

J.D. Course (cross-listed) | 3 credit hours

The IMF is an institution that is well known, but perhaps less well understood. The course will analyze the IMF’s legal and institutional framework and assess the role that it has played in shaping the evolution of international financial and monetary law since its establishment over 70 years ago.  The course will be interdisciplinary in nature, focusing on the legal, financial, economic, and governance aspects of this influential – and often controversial – institution.

The IMF is unique among international organizations in terms of the breadth of its powers: regulatory, financial and advisory. With respect to its regulatory authority, the course will analyze the IMF’s role in overseeing the fixed exchange rate system that was established in 1945 and assess how the IMF’s jurisdiction in this area has evolved since the collapse of that system in 1971. Regarding its financial powers, the Course will review the legal and policy dimensions of IMF conditionality and assess the IMF’s often controversial role as a “financial fire fighter”, drawing lessons from the role it played in a number of financial crises, including the Latin American Debt Crisis, the Asian Financial Crisis and the Great Financial Crisis of 2008. With respect to its advisory powers, the course will analyze how the IMF has developed “soft law” in its assessment of the adequacy of policies in a broad range of areas, including bank regulation, fiscal transparency and corporate insolvency. Finally, the Course will review the IMF’s governance structure and, in that context, analyze the challenges it faces to its own legitimacy as it seeks to adjust its voting system to take into account important shifts in relative economic power among its member countries. The release of internal staff papers and Executive Board minutes under the IMF’s transparency policy will enable students to gain a unique understanding of the complexity of the decision-making process within this institution.  

Learning Outcomes

By the end of the course, students will have gained an in-depth understanding of the IMF’s regulatory and financial powers, as well as its governance structure. They will also have gained insight into the role the IMF has played in shaping international monetary and financial law in an environment where there has been an increasing unwillingness of countries to surrender sovereignty in this area through substantive treaty obligations. In this context, they will learn about the role that alternative legal frameworks have been played in this area, including procedural law, soft law and private law.  A key objective will be for the students to gain an understanding of how the views regarding the nature of the IMF’s legal authority can be seen as a microcosm of evolving attitudes towards the pooling of national sovereignty. The students’ knowledge of these issues will be enhanced by a close study of internal IMF staff papers, which will enable them to obtain a unique understanding of how legal, financial and economic issues are integrated during the IMF-decision making process. Moreover, through an in-depth analysis of a number of systemic financial crisis, students will gain an appreciation of the competing considerations - and constraints - faced by policy makers in a crisis context. This appreciation will be enhanced by occasional presentations provided by present and former IMF officials who played a lead role during the crises that will be studied.

LAW 1330 v00 The Law of Money Seminar

J.D. Seminar (cross-listed) | 2-3 credit hours

This seminar examines how the law creates and regulates money. Money is at the very core of economic exchange, and serves both as a tool and as a subject of economic policy and regulation. This seminar will emphasize historical and international comparisons to examine what is money, how it is used by economic and political actors, and how it is regulated. Topics to be covered include monetary policy and central banks, legal tender, the gold standard and currency indexation, bank money, shadow banking and near-money, alternative currencies, payment systems, money and nation-building, currency regimes, monetary unions, financial crises and money laundering.

Note: This seminar requires a paper. J.D. students must register for the 3 credit section of the seminar if they wish to write a paper fulfilling the Upperclass Legal Writing Requirement. The paper requirements of the 2 credit section will not fulfill the J.D. Upperclass Legal Writing Requirement.

LAW 986 v01 U.S. International Inbound Tax

LL.M Course (cross-listed) | 2 credit hours

Concentrates on the U.S. taxation of foreign persons and foreign investments in the United States. The course covers the U.S. taxation of passive and business income of nonresident aliens and foreign corporations, the source rules, the principles and application of U.S. tax treaties, special rules governing foreign investment in U.S. real estate and other business, cross border financing transactions, the base erosion and anti-abuse tax, and tax planning possibilities involved in the foregoing.

Prerequisite: Federal Income Taxation (formerly Taxation I) and either prior or concurrent enrollment in Corporate Taxation (formerly Taxation II) or Corporate Income Tax I.

Mutually Excluded Courses: Students may not receive credit for both this course and the J.D. course International Tax Law or U.S. Taxation of International Transactions.

Note: Required for U.S. trained students pursuing the Certificate in International Taxation.

LAW 756 v01 U.S. International Outbound Tax

LL.M Course (cross-listed) | 2 credit hours

Concentrates on the U.S. taxation of U.S. persons and businesses earning income outside of the United States. The course examines, in depth, U.S. taxation of the international operations of U.S. multinational corporations. It covers the recently enacted GILTI rules, the Foreign Tax Credit provisions, Subpart F, repatriation, section 367,  foreign currency considerations, Passive Foreign Investment Companies, and overall strategic tax planning, including the significant new U.S. international tax rules and other changes introduced by the 2017 Tax Cuts and Jobs Act.

Prerequisite: Prerequisite: Federal Income Taxation (formerly Taxation I) and either prior or concurrent enrollment in Corporate Taxation (formerly Taxation II) or Corporate Income Tax I.

Mutually Excluded Courses: Students may not receive credit for both this course and the J.D. seminar, Congress and the Department of Justice Seminar: Conflict and Cooperation; or the J.D. seminar, International Tax Planning Seminar; or U.S. Taxation of International Transactions.

Note: Required for U.S. trained students pursuing the Certificate in International Taxation.

LAW 881 v00 U.S. Taxation of International Transactions

LL.M Course (cross-listed) | 3 credit hours

The course will address the principal elements of the U.S. taxation of international transactions, including trade, investment and labor. The initial portion of the course will address the way in which individual and corporate foreign taxpayers are taxed in the United States. The second portion of the course will deal with the way in which U.S. individual and corporate taxpayers are taxed on income earned in other countries. The impact of tax treaties will be addressed in both portions of the course.

Prerequisite: Federal Income Taxation (formerly Taxation I) or equivalent from home country. Strongly recommended for U.S.-trained students: A prior or concurrent course in the taxation of corporations and shareholders.

Mutually Excluded Courses: Students who take this course may not enroll in U.S. International Inbound Tax (formerly U.S. Taxation of Foreign Persons in the United States) or U.S. International Outbound Tax (formerly: U.S. Taxation of Domestic Persons outside the United States), or International Tax Law. Students who have taken any of these or are currently enrolled in these three courses may not enroll in this course.

Note: Required for foreign-trained Tax LL.M. students pursuing the Certificate in International Taxation.

LAW 881 v01 U.S. Taxation of International Transactions

LL.M Course | 3 credit hours

The course will address the principal elements of the U.S. taxation of international transactions, including both the way in which individual and corporate foreign taxpayers are taxed in the United States (Inbound Taxation) and the way in which U.S. individual and corporate taxpayers are taxed on income earned in other countries (Outbound Taxation). The impact of transfer pricing rules and tax treaties will be addressed in both portions of the course.

Prerequisite: Federal Income Taxation (formerly Taxation I) and prior or concurrent enrollment in Corporate Taxation (formerly Taxation II) or Corporate Income Tax Law I.

Mutually Excluded Courses: Students who take this course may not enroll in U.S. International Inbound Tax (formerly: U.S. Taxation of Foreign Persons in the United States) or U.S. International Outbound Tax (formerly: U.S. Taxation of Domestic Persons outside the United States), or International Tax Law. Students who have taken any of these or are currently enrolled in these three courses may not enroll in this course.

Note: Required for foreign-trained Tax LL.M. students pursuing the Certificate in International Transactions.

Withdrawals are permitted up until the last class for this specific course.