This course will provide an indepth study of specific topics in international commercial arbitration from both a theoretical and practical perspective. Topics to be considered will include:

1. the arbitration agreement - the separability doctrine, choice of law, parties to the agreement (including non-signatory issues), competence-competence, enforcement of the agreement and other types of national court intervention;
2. complex arbitrations - multiparty and multicontract issues, joinder of parties, consolidation of cases, parallel proceedings;
3. the arbitral tribunal - selection of arbitrators, duties of arbitrators, independence and impartiality issues, challenges of arbitrators;
4. the arbitral proceedings - bifurcation, interim measures, evidentiary rules, the conduct of hearings; and
5. the arbitral award - drafting of awards, enforcement and setting aside of awards, the 1958 New York Convention on the Recognition and Enforcement of Awards.

The course will refer to arbitration rules, case law, statutes and international conventions.

This course is designed for those students that wish to gain a deeper understanding of the effect of certain U.S. rules governing the taxation of U.S. persons doing business overseas and foreign persons doing business in the United States. The course will cover a broad range of topics with particular emphasis on the tax consequences of cross-border reorganizations, liquidations and taxable acquisitions and dispositions. The course will cover the tax consequences of outbound transfers of assets, foreign-to-foreign transfers of assets, and inbound transfers of assets. Students will be expected to have a working knowledge of corporate taxation, and transactional aspects of subpart F and the foreign tax credit rules.

Focuses on the skills necessary (including review of transactional documents) for a tax attorney involved in advising on partnership structuring matters. Topics will include drafting the partnership agreement, allocations of tax items, amortization of partnership intangibles, classification/conversions, interplay of partnership rules on debt restructuring application of various gain triggers upon exiting from partnerships, partnership mergers and divisions, partnership equity-based compensation, and the partnership anti-abuse rules.

In a significant minority of public corporations, a single person or entity has the power to choose the directors of the corporation and determine the outcome of stockholder votes. Many private corporations operate with this governance profile. Corporations fitting this profile are described as “controlled.”

In the standard model of the corporation, the power to direct and oversee the business and affairs of the entity rests with the board of directors, who are obligated as fiduciaries to act in the best interests of the company and its stockholders. When a party other than the board of directors has the ability to control the corporation, it upsets the standard model, with knock-on effects for a variety of corporate doctrines.

This course examines the nature of control and its implications. In addition to covering these issues in the context of public companies, the course will examine their implications for privately held companies and touch on their application to alternative entities.

Course enrollment is limited to 32. Students are expected to possess a basic understanding of the law applicable to alternative entities and corporations. An introductory course in corporations or business associations is a prerequisite.

Learning Objectives:

After taking this course, students will understand the following topics:

• What constitutes control? What are the different types of control and what factors contribute to its existence?
• What fiduciary duties do controllers owe? When and why do they arise?
• How does the presence of a controller affect corporate doctrines such as the standard of review, demand futility, and ratification?
• What devices can be used to mitigate the effects of control, such as special committees, majority-of-the-minority votes, and enhanced-independence directors?
• What are the implications of particular methods of maintaining control, with particularly emphasis on the currently trending device of dual class stock?

Students in this small seminar will receive individualized instruction in oral and written advocacy in advanced topics in international arbitration. The scope of instruction will include both procedural and substantive topics. The principle underlying the course is that students will learn by doing.

Enrollment will be based only on professor permission; students should not rank this course in the pre-registration process. Permission will be principally based on the results of a moot court try-out competition.

This course blends mock arbitration experiences with class discussion of techniques, strategy, and ethics in international arbitration proceedings. Students directly participate in a series of practical exercises based upon a series of international arbitration fact patterns, which will entail their role-playing as advocates, cross-examiners, and arbitrators. The course emphasizes advocacy in connection with jurisdictional and procedural issues, selecting and challenging arbitrators, and other scenarios that often arise in international arbitration.

This course covers the major federal legislation and doctrine in the field of antitrust law with a primary focus upon governmental efforts to promote competition. Emphasis is placed upon the growing role of economic analysis and trends in judicial interpretation relating to the coordination, monopolies, mergers and joint ventures, as well as evolving legal standards, including the role of decision theory in setting legal standards.

This version of basic antitrust places greater emphasis on the tools of economic analysis that have taken on growing importance in antitrust as well as controversies between Chicago School and post-Chicago economic approaches. There is no economics prerequisite. The necessary economic tools will be developed in the course. Students should be prepared to master economic as well as legal materials. There will be written assignments that must be submitted for each class. 

This class will serve as a basic survey and introduction to U.S. antitrust law, including coverage of recent critiques and policy developments.  As such, the reading will include the traditional case law, but also some examples of proposed legislation and contemporary advocacy material from policy activists.  Thus, we will learn the basics of antitrust doctrine but also seek to understand the merits (or lack thereof) of contemporary critiques and proposed policy responses. 

This class will serve as a basic survey and introduction to U.S. antitrust law, but with as much focus on the historical evolution of antitrust policy objectives as on antitrust case law. The course readings will therefore include historical analyses, scholarly commentaries, proposed legislation, and contemporary advocacy material from policy activists in addition to a narrowed selection of traditional case law. The objective of this course will be not just to learn the basics of antitrust doctrine but to understand and assess contemporary critiques and proposed policy responses to the current state of that doctrine.

Countries of the so called "Latin America" have seen a substantial increase in disputes submitted to arbitration. The last decade has seen, on the one hand, amendments in the arbitration laws of the region and, on the other, an increase in both commercial disputes and investor State claims under bilateral investment treaties and free trade agreements. But what is "Latin America"? Is there a Latin American arbitration? Is there a common approach to arbitration by the different countries in the region? Have the countries in the region simply adopted international standards and rules, or is there a Latin American contribution to the development of arbitration? Is there a Latin American way of conducting arbitration or rather an increasing adoption of practices and rules more akin to common law traditions? How can lawyers trained in the common-law tradition work in arbitrations subject to the laws of Latin American countries and located in Latin American venues? What have been the effects of the so-called “constitutionalization” of arbitration? Is there a uniform approach of Latin American countries to arbitration under investment treaties? Is there a trend to expand the relevance of local law in investment claims and to insist in the Calvo doctrine? Do human rights or rights of indigenous communities play a role in investment disputes? Where is the debate as to whether the existing investment treaties and the arbitration rules reflect the dominant interests of capital-exporting nations? What have been the defense strategies of Latin American states?

The mere definition of what is Latin America presents a challenge to both lawyers and historicists. This course will explore, with a brief introduction as to the historical differences and common grounds between the countries in the region, the responses to the different questions that arise in a region where the approach to arbitration swings from the magic solution to reduce work overload in courts to a public enemy that should be eliminated.

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 is a general basic introduction to bankruptcy law, addressing both corporate bankruptcy law as the focus, but also individual consumer bankruptcy law issues.   

The class begins with an overview of debt, the need for bankruptcy law, and the bankruptcy process, and jurisdiction.This will be followed by basic concepts like the automatic stay, types and priority of claims, executory contracts, avoiding powers, estate management, and the reorganization process.  The class will progress to cover priorities in distribution, individual bankruptcy concepts and principles including fresh start, and conclude with a thorough review of the corporate bankruptcy reorganization process.  We will also cover current events and address current issues and problems, perceived and real, in the restructuring and insolvency system.

This is a basic course for students with NO accounting background or experience. A student will learn what an asset and a liability are, what the basic financial statements are, how financial statements are developed from the underlying accounting information of a company, and how the basic transactions of a business affect each line item of each financial statement. Students will learn how to understand the basics as it relates to the balance sheet, income statement, and statement of cash flows. Methods will include reading and text exercises, class lectures, and case exercises. Grading may be based on a final examination.

This zero-credit pass/fail course is designed to provide students with an understanding of the basic principles of finance and accounting in order to enhance their study of tax or business law. The course is intended to provide students with little or no prior background in finance and accounting with an introduction to the core concepts, the essential vocabulary, and the basic tools of these two subject areas. The course is designed to equip students with a basic primer of topics relevant to a range of business law courses. Accordingly, it covers subjects such as the time value of money, the distinction between debt and equity, the role of risk in valuing financial assets, and how assets and liabilities are described in accounting materials such as balance sheets and income statements.

The course offers an in-depth study, both from the regulator’s and private practitioner’s perspectives, of frequently invoked exemptions from the registration requirements of the Securities Act of 1933 that otherwise apply to offerings of securities.

Students successfully completing this course will be positioned to analyze whether a particular transaction exemption under the Securities Act is available and, if so, how to maximize its protections.  The course will emphasize the “nuts-and-bolts” of the transaction exemptions as well as the circumstances and motivations under which the exemptions are sought and claimed.  The major topics to be taught will include the Section 4(a)(2) private offering exemption and the Rule 506(b) safe harbor thereunder, Securities Act Rule 144, Regulation Crowdfunding, and Regulation A.  The course will also cover topical developments such as recent efforts to use transaction exemptions for initial coin offerings (ICOs).  In that most securities transactions take place pursuant to an exemption, this course will provide an opportunity for students to analyze and structure securities transactions and will heighten their understanding of an evolving area of securities law.

Corporations today have a global scale as well as an impact that matches or sometimes exceeds that of governments. Their activities -- from sourcing of raw materials, to processing and production of intermediate or finished goods, to distribution and sale -- have major consequences not only for the human rights of their employees but also for the rights of the individuals and communities impacted by their operations. In many countries, government regulation and oversight are either absent or largely ineffective. Companies in turn struggle to define their responsibilities in the face of these "governance gaps" -- particularly where requirements under national law fall short of international standards in areas such as hours of work and safety and healthy.

A robust and often contentious debate over these issues culminated in the development of the U.N. Guiding Principles on Business and Human Rights (the “UNGPs”) under the leadership of Special Representative John Ruggie. These Principles establish a framework for considering the respective roles of governments and corporations and outline core concepts of human rights due diligence and effective remedy. In doing so, the UNGPs also inform and to some extent refocus efforts that have emerged over the past 20 years to address these governance gaps and have brought together stakeholders from business, labor, civil society, the investment community, and academia.

At the same time, in recent years there has been an increased push from civil society groups and certain governments to go beyond these "voluntary" efforts and develop a binding business and human rights treaty mechanism; this has met with strong opposition from business and many other governments, including the United States.

Even as "non-regulatory" approaches remain the predominant means of addressing various business and human rights challenges, there also has been a growing focus in recent years on tools through which national governments and international institutions could exercise greater leverage. This includes advocacy for stronger labor and other human rights language in trade agreements, one-way trade preference programs, procurement standards, and the rules and guidelines applied by international financial institutions -- coupled with more aggressive enforcement of those criteria. Expanded efforts to advance that "regulatory" approach in trade policy and elsewhere in some cases has been met with resistance from governments and business, but there also have been examples of emerging consensus among a diverse range of stakeholders.

This course introduces students to this quickly-evolving business and human rights landscape, including the diverse set of multi-stakeholder initiatives -- some, but not all, of which include government participation. We will discuss the guidance provided by the UNGPs and other instruments, the range of stakeholders and how they engage with one another, tools utilized by governments and corporations to implement human rights standards, and how all of these interact in the context of both sector-specific and cross-cutting legal and policy challenges.

Among the questions the course will examine are:

• Which human rights standards are most relevant to business?
• What are the appropriate linkages between business policies and practices and the promotion of human rights?
• Which business and human rights approaches are emerging as “best practices" and perhaps even as recognized norms?
• What tools to support those are being used by governments and corporations?
• Who are the principal stakeholders and what are their roles and objectives?
• What are the strategies for addressing business and human rights "governance gaps" at the national and international levels?
• What are the opportunities for increased integration of labor/human rights and trade policies, and what are the limitations?
• What mix of mandatory/regulatory and voluntary/“self-regulatory” approaches has been utilized in different situations to advance human rights objectives? Which approaches have been most effective?
• How are various business and human rights challenges playing out in specific sectors, and how do these inform the debate about different approaches?

To address these and other key questions, the course will begin with several sessions setting out the relevant legal and policy developments, with special attention to the UNGPs. It will also include a review of different stakeholders and their roles and interests, and examination of concepts of corporate responsibility and corporate accountability, and an analysis of the various approaches to business and human rights advanced by companies, governments, labor, civil society, and through multi-stakeholder initiatives. The second half of the semester will then focus on how these concepts are being applied in particular sectors to address specific business and human rights challenges.

Throughout the course, students will be asked to examine the various approaches and differing roles of key stakeholders, including by playing the roles of those addressing the key issues from the perspectives of corporations, civil society and unions, and governments. The class will be divided into three groups for purposes of this “role playing” -- with each asked to adopt all three perspectives during the course of the semester, both in students’ individual analyses of assigned readings and in group sessions during certain classes.

Learning Objectives:

Introduction to business and human rights landscape, including legal and policy developments, particularly the UN Guiding Principles on Business and Human Rights. The course reviews different stakeholders and roles, examines concepts of corporate responsibility and accountability, and analyzes various approaches to business and human rights advanced by stakeholders. The course will also familiarize students with sector specific business and human rights challenges.

A common complaint of recent law school graduates is that they wish they had been exposed in law school to business frameworks and skills that could help them succeed in corporate law and in business overall. Similarly, business people feel that recent law school graduates too often have little understanding of the language, thought processes and skills necessary to practice business law effectively. In today’s business environment, brutal competition and rapid disruptive change is the norm. The accelerating pace of change – fueled by global competition and technological innovation – is widening this knowledge and experience gap between businesspeople and recent law school graduates. This course attempts to bridge that gap by exposing law students to the essential business skills and frameworks needed for understanding and advising future clients who run private sector companies, government agencies, or non-profit entities. It will also expose students to the managerial aspects of running a law firm or any business. 

This course is focused on providing a basic understanding of theory and skills in areas of general management, leadership, strategic thinking, sales, marketing, finance, operations, technology, entrepreneurship, negotiations, and personal career management. Unlike the typical law school course, the reading materials for this course will focus primarily on business case studies, with each student being asked to analyze what he or she would do if faced with the business problem presented in the reading. Students should prepare to be actively engaged in each class discussion. In addition to active, ongoing participation, students will be evaluated on several short writing assignments (i.e., 2-3 page papers analyzing selected case studies); their performance in an in-class group presentation, and a final paper.

Over the last 200 years, free market capitalism has proven itself as an unmatched engine for driving economic growth in the United States and around the world, resulting in unparalleled innovation, improving standards of living, and vastly lengthening the average life span. Yet big problems persist, including uneven economic opportunities, degradation of natural resources, and continuation of corporate scandals. Considering these problems as pressures on democratic capitalism, the course will evaluate the relationship between business and society. The course will focus on potential approaches to managing the tensions and trade-offs that present themselves when both economic vitality (growth, innovation) and system stability (fairness, sustainability, societal needs met) are desired outcomes.

Learning Objectives:
This course will explore potential approaches to reconciling the benefits of free market capitalism with the values and expectations of a democratic society. This seminar will raise important questions and highlight issues that are relevant to a number of potential law graduate career paths including that of in-house counsel, external counsel, senior management team member, corporate board member, and policymaker & staff. To that end, students taking the course will develop an understanding of:

• The evolution of views on the purpose of business in society (assumptions and realities of corporate governance)
• The current problems putting pressure on democratic capitalism (externalities, regulation or lack thereof)
• Emerging theories to address the inherent tensions in the system (new structures, governance priorities, industry self-regulation)
• Possible roles one can play in addressing the shortcomings of democratic capitalism

The relationship between business, human rights, and sustainability has gained momentum in recent years with the private sector, governments, civil society, and international organizations, owing largely to the passage of the United Nations Guiding Principles on Business and Human Rights (UNGP) in 2011, the 2012 UN Rio + 20 Sustainable Development Conference and the UN Sustainable Development Goals (2015). These developments were preceded and followed by a series of multi stakeholder (governments, private sector, investors, civil society networks and organizations) and specific industry driven initiatives looking at how to integrate these international standards into both self and binding regulatory processes. As a result, many of these initiatives led to an emerging international soft law system of business, human rights and sustainability that is based in the internationally acknowledged body of hard law principles.

Regardless of being industry, sector specific or multi stakeholder in nature, the regulation, de-regulation, policy, practice and ever growing global litigation in this new field of practice is multifaceted, dynamic, interactive, complex and challenges business leaders, markets and even lawyers to think outside the box in order to address a challenging relationship between business, markets and society. This is where business strategy meets risks. Or instead, this is where risks eat a business strategy.  As a result, business leaders, shareholders and their advisors are now required to integrate a 3D internal and external view and assessment on how to address, prevent, mitigate and remediate the social and environmental impacts (risks) of private sector operations in complex environments and with a collaborative and systems thinking approach.

Bar Associations in America and abroad have begun issuing specific guidance on how corporate lawyers should advice their clients incorporating human rights and sustainability standards. For instance, in a Mergers and Acquisitions (M&A) transaction, corporate lawyers are most likely to encounter questions dealing with social, environmental, human rights and environmental concerns. Those advocating on behalf of environmental and human rights organizations will find their work directly intersects with company law, securities law, investment law, governance, compliance, company law and alternative dispute resolution mechanisms to name a few sub areas.

Fast-forward 2020. The global COVID-19 pandemic has suddenly entered this space. It has done so highlighting the vulnerabilities and opportunities in the relationship between business, governments and society across the globe. Furthermore, the global pandemic is challenging all stakeholders not only to become relevant but to re-think, re-imagine and re-envision new models that seek engagement, resilience, addressing grievances, investment, economic recovery and accountability frameworks.

In practice, these global and ever growing litigation trends are also challenging traditional company-led corporate social responsibility (CSR) and ethics programs that have been associated with both philanthropic, corporate citizenship and company-sponsored activities that give back to societies. While many of these programs have achieved several levels of success, for many sectors in society they remain as corporate public relations or green wash exercises and demand more transparent, accountable and remediation responses.  The stakes are high.

Litigation, a growing movement towards mandatory human rights and environmental due diligence and reporting requirements and other types of social demands are challenging companies to be very purposeful and accountable on how they address the environmental, social and governance negative impacts (for some) or violations (for others) of their operations globally and domestically. Stakeholders are asking companies to integrate ongoing due diligence processes that address materiality concerns when it comes to managing supply chains and making sure they are free of child labor, modern slavery and human trafficking. They are also asking companies to address the social and environmental impacts of extraction of natural resources above and below ground, to name a few. 

Furthermore, stakeholders are not alone on this. The emerging and growing movement of shareholder advocacy is leading the way across industries and pushing the way through different strategies for more corporate engagements that drive responsible business conduct and standard-setting activities that push for robust business, human rights and sustainability policies embedded as part of corporate operations across systems and functions. In particular, a wide range of investors that include asset management firms, trade union funds, public pension funds, foundations, endowments, faith-based organizations and family funds are leveraging their assets of over US$3.5 trillion to collaborate around responsible investment while influencing boards and management.

At the conclusion of this course, students will demonstrate the capability:

• To distinguish between relevant applications of the Business, Human Rights and Sustainability frameworks of international hard and soft laws, in the context of environmental, social and human rights challenges across industries and different actors and how they can be integrated into the business strategy.
• To assess critical human rights, environment and natural resources challenges currently faced by industries and markets in different contexts through a multi stakeholder and 3D lens risk management approach.
• To analyze and discuss how different tools and resources can be applied and be relevant to address human rights and environmental challenges, which tools would be best suited for specific contexts and grievance mechanisms that exist for access to remedy across relevant and selected industries (policy development, stakeholder forums and facilitation, influence and development, multi stakeholder assessments, human rights due diligence and environmental assessments) in international development, conflict and post-conflict environments.

The relationship between business, human rights, and sustainability has gained momentum in recent years with the private sector, governments, civil society, and international organizations, owing largely to the passage of the United Nations Guiding Principles on Business and Human Rights (UNGP) in 2011, the 2012 UN Rio + 20 Sustainable Development Conference and the UN Sustainable Development Goals (2015). These developments were preceded and followed by a series of multi stakeholder (governments, private sector, investors, civil society networks and organizations) and specific industry driven initiatives looking at how to integrate these international standards into both self and binding regulatory processes. As a result, many of these initiatives led to an emerging international soft law system of business, human rights and sustainability that is based in the internationally acknowledged body of hard law principles.

Regardless of being industry, sector specific or multi stakeholder in nature, the regulation, de-regulation, policy, practice and ever growing global litigation in this new field of practice is multifaceted, dynamic, interactive, complex and challenges business leaders, markets and even lawyers to think outside the box in order to address a challenging relationship between business, markets and society. This is where business strategy meets risks. Or instead, this is where risks eat a business strategy.  As a result, business leaders, shareholders and their advisors are now required to integrate a 3D internal and external view and assessment on how to address, prevent, mitigate and remediate the social and environmental impacts (risks) of private sector operations in complex environments and with a collaborative and systems thinking approach.

Bar Associations in America and abroad have begun issuing specific guidance on how corporate lawyers should advice their clients incorporating human rights and sustainability standards. For instance, in a Mergers and Acquisitions (M&A) transaction, corporate lawyers are most likely to encounter questions dealing with social, environmental, human rights and environmental concerns. Those advocating on behalf of environmental and human rights organizations will find their work directly intersects with company law, securities law, investment law, governance, compliance, company law and alternative dispute resolution mechanisms to name a few sub areas.

Fast-forward 2020. The global COVID-19 pandemic has suddenly entered this space. It has done so highlighting the vulnerabilities and opportunities in the relationship between business, governments and society across the globe. Furthermore, the global pandemic is challenging all stakeholders not only to become relevant but to re-think, re-imagine and re-envision new models that seek engagement, resilience, addressing grievances, investment, economic recovery and accountability frameworks.

In practice, these global and ever growing litigation trends are also challenging traditional company-led corporate social responsibility (CSR) and ethics programs that have been associated with both philanthropic, corporate citizenship and company-sponsored activities that give back to societies. While many of these programs have achieved several levels of success, for many sectors in society they remain as corporate public relations or green wash exercises and demand more transparent, accountable and remediation responses.  The stakes are high.

Litigation, a growing movement towards mandatory human rights and environmental due diligence and reporting requirements and other types of social demands are challenging companies to be very purposeful and accountable on how they address the environmental, social and governance negative impacts (for some) or violations (for others) of their operations globally and domestically. Stakeholders are asking companies to integrate ongoing due diligence processes that address materiality concerns when it comes to managing supply chains and making sure they are free of child labor, modern slavery and human trafficking. They are also asking companies to address the social and environmental impacts of extraction of natural resources above and below ground, to name a few. 

Furthermore, stakeholders are not alone on this. The emerging and growing movement of shareholder advocacy is leading the way across industries and pushing the way through different strategies for more corporate engagements that drive responsible business conduct and standard-setting activities that push for robust business, human rights and sustainability policies embedded as part of corporate operations across systems and functions. In particular, a wide range of investors that include asset management firms, trade union funds, public pension funds, foundations, endowments, faith-based organizations and family funds are leveraging their assets of over US$3.5 trillion to collaborate around responsible investment while influencing boards and management.

At the conclusion of this course, students will demonstrate the capability:

• To distinguish between relevant applications of the Business, Human Rights and Sustainability frameworks of international hard and soft laws, in the context of environmental, social and human rights challenges across industries and different actors and how they can be integrated into the business strategy.
• To assess critical human rights, environment and natural resources challenges currently faced by industries and markets in different contexts through a multi stakeholder and 3D lens risk management approach.
• To analyze and discuss how different tools and resources can be applied and be relevant to address human rights and environmental challenges, which tools would be best suited for specific contexts and grievance mechanisms that exist for access to remedy across relevant and selected industries (policy development, stakeholder forums and facilitation, influence and development, multi stakeholder assessments, human rights due diligence and environmental assessments) in international development, conflict and post-conflict environments.

Over the past forty years, China has gone from one of the most isolated countries in the world to a major player in international affairs, a leading exporter, and a much more influential voice on regional security matters. Yet even with the rapid economic growth and increased influence that China has achieved over the past several decades, it maintains an ambivalent attitude towards many key aspects of international law and the architecture of global order. This class will explore China’s ambivalent engagement with international law in the context of its increasing prominence as an emerging power, and will in particular look to address the question of how China might adapt to the existing world order, and the ways in which it might look to influence its evolution. The class will cover a range of issues, including China’s membership in the WTO; its engagement with the international human rights regime; China’s approach to international cooperation on issues like global warming and nuclear non-proliferation; and international law aspects of the dispute over the South China Sea; among others.

Learning Objectives:

This class will provide you with a solid understanding of China’s approach to key international law issues, and also a sense of the Chinese government’s views on international law and international legal institutions more generally. By the end of the semester, you should have a sense of how China fits into the existing global legal order, and the ways in which it is seeking to influence or even alter it. In-class discussions will also bring out the ways in which other states have sought to influence Chinese behavior, which will give you a sense of how and when relatively powerful states like China can be convinced to alter their approach to key international law issues.

For students who have not previously taken a class on public international law, this course will serve as a basic introduction to key concepts of international law (although the readings will focus very heavily on the Chinese approach, rather than the underlying law itself); for those who have taken prior international law courses, this course will serve as a useful refresher.

A core goal of the class is to understand international law from the perspective of the Chinese state. In other words, students will develop a sense of why China makes the choices it does on key international law issues, and what values and political and historical dynamics drive its decision-making. In so doing, students will gain insight into a different political-legal culture, and seek to understand how different political-legal systems – including non-democratic ones like China – come to grips with legal questions in ways that may differ markedly from the approach of the U.S. government. At the same time, having taken steps to articulate China’s perspective, students may be able to see more clearly the values and political and historical factors that drive American decisions on key international law issues.

Finally, a core goal of the response papers – above and beyond demonstrating an understanding of the substance of the readings – will be to give students the chance to build their skills at analyzing legal arguments, and in building their own written arguments in response to them. As noted below, response papers will be graded both on the basis of demonstrated mastery of the material, and also on the basis of the successful construction of a persuasive and fact-based argument.

This course is designed to introduce students to the methodology of Uniform Commercial Code analysis, with emphasis on the legal policies governing uniform state banking regulation of modern payment systems and secured financing of personal property. Topics include: evolution of the modern payment system; check issuance, collection and presentation; the rights and liabilities of the issuers and holders of checks and notes; the uses of credit and collateral in sales and loans; the establishment of priorities among security interests; and the rules governing default and insolvency. The course will examine the way legal rules structure and sanction the contemporary practices of financial institutions, manufacturers, and the dealers, sellers, and buyers of personal property.

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. 

The course is designed to provide a practical survey of a complex white-collar (securities, commodities, and other financial frauds) investigation from inception through the Wells process, civil and criminal charging decisions, and trial. Representing a public company, its officers, employees, or directors requires a thorough understanding of the tools and strategies employed by criminal prosecutors and civil regulators. We will consider a variety of common practice issues including managing concurrent SEC and DOJ investigations; structuring and conducting the internal investigation; responding to SEC document subpoenas; conducting witness interviews; and, the application of various privileges. The course will cover substantive legal issues related to securities fraud, market manipulation, cryptocurrency regulation, and the Foreign Corrupt Practices Act (FCPA), among others. Further, students will gain practical knowledge of the issues and opportunities arising through interaction and negotiation with the SEC and DOJ during the investigative process, and the strategic decisions of waiver and cooperation to achieve the optimal result for the client.

This course studies the law and regulations governing the taxation of corporations filing consolidated federal income tax returns. This course is highly recommended for students who intend to practice corporate tax law because it will focus on consolidated return principles that affect corporate tax planning, mergers and acquisitions. The course will cover the following subjects: eligibility to file consolidated returns; treatment of business transactions within the group; treatment of dividends and other distributions within the group; adjustments to the basis of stock of members of the group; treatment of acquisitions of another consolidated group; treatment of dispositions of subsidiaries of a group; consolidated return treatment of the group's favorable tax attributes; use of disregarded entities by a consolidated group; and treatment of earnings and profits accounts. The consequences of filing consolidated returns in specific situations are considered as each topic is covered.

Consumer protection law seeks to address a wide (and ever-evolving) list of deceptive, fraudulent and unfair practices. In this course, we will survey the laws, players, and industries that are affected by consumer protection law. Among other subjects, we will cover advertising practices (including native advertising), mortgage fraud, privacy, identity theft, payday lending, and higher education.

Examines the U.S. federal income tax effects of certain basic transactions involving corporations and their shareholders. Principal subjects covered include corporate formation and capital structure, distributions to shareholders, redemptions, and liquidations. Major emphasis is upon Internal Revenue Code Sections 301-362 and related Treasury Regulations.

Continues the study of provisions of the federal income tax law applicable to corporations and their shareholders. Detailed study is given to corporate reorganizations under Subchapter C, including acquisitions, divisive reorganizations, and recapitalizations; the treatment of boot; the basis provisions; the assumption of liabilities; and related matters. Consideration also is given to carryovers of corporate tax attributes, including restrictions applicable to loss corporations.

Corporate National Security Law explores important legal issues arising out of the U.S. government’s reliance on the private sector for its national security, and the increasing convergence and conflict between national security, technology, and the private sector. The course will focus on: (1) privatization and insourcing/outsourcing issues for the U.S. government in the national security arena; (2) government contracts issues in the national security sphere; (3) export controls; (4) classified information and secrecy issues; and (5) emerging issues at the intersection of national security, technology, and the private sector. 

Students should note that Corporations is a prerequisite for Corporate Finance, Securities Regulation, Business Planning Seminar, and many corporate law seminars.

This is a basic course in business corporations. Brief coverage is given to factors bearing on choice of organization, including partnership attributes, process of corporate formation, corporate privileges and powers, corporate capital structure, and limited liability. Close examination is given to the governance structure of the corporation and the fiduciary obligations of directors and officers. The particular nature of the public corporation is explored. Topics studied may include stock trading by corporate insiders, transactions in corporation control, and the procedural problems in stockholder derivative suits. Along with a focus on such policy questions as federal-state jurisdiction, the nature of the corporate governance system, and the role of the corporation in modern society, the course deals with the role of the lawyer in corporate matters. 

Students should note that Corporations is a prerequisite for Corporate Finance, Securities Regulation, Business Planning Seminar, and many corporate law seminars.

This is a basic course in business corporations. This course explores the governance structure of the corporation and the fiduciary obligations of directors and officers, with a particular focus on the nature of the public corporation. Topics studied may include: the role of shareholders in contrast with the role of directors and officers, the issues surrounding transactions in corporation control, and the procedural problems in stockholder derivative suits. Policy questions such as federal-state jurisdiction, the nature of the corporate governance system, the role of the corporation in modern society, and the role of the lawyer in corporate matters may also be included.

Note: This course will not cover alternative entities or federal securities law.

Students should note that Corporations is a basic course that is a prerequisite for Corporate Finance, Securities Regulation, Business Planning Seminar, and other advanced business law courses.

This course covers the practical aspects of organizing and operating various types of business entity, as well as the policy considerations relating to their governance and to the roles of large businesses in society. It covers choice of entity, including the attributes of partnerships, limited liability companies, and corporations; the process of forming different types of entity; and the nature and limitations of limited liability associated with corporations and limited liability companies. It considers planning and structuring different types of entity, including capital structure and governance mechanisms. The course pays particular attention to the practical and policy considerations of governance in the large, public company as well as the fiduciary obligations of officers and directors. In order to provide a basis for understanding cases related to liability for breach of fiduciary duty, students will be exposed to the procedural aspects of derivative suit litigation. In connection with the major policy issues in corporation law, students will discuss the role of the lawyer in advising business clients. Other topics studied may include insider trading and transactions in corporation control. 

Students should note that Corporations is a prerequisite for Advanced Corporate Law, Comparative Corporate Law, Corporate Finance, Securities Regulation, Business Planning Seminar, and corporate law seminars.

This is a basic course in business corporations. Brief coverage is given to factors bearing on choice of organization, including partnership attributes, process of corporate formation, corporate privileges and powers, corporate capital structure, and limited liability. Close examination is given to the governance structure of the corporation and the fiduciary obligations of directors and officers. The particular nature of the public corporation is explored. Topics studied may include stock trading by corporate insiders, transactions in corporation control, and the procedural problems in stockholder derivative suits. Along with a focus on such policy questions as federal-state jurisdiction, the nature of the corporate governance system, and the role of the corporation in modern society, the course deals with the role of the lawyer in corporate matters.

This course will presume familiarity with the basic vocabulary and fundamental concepts of corporate law and focus on salient divergent features of US corporate law.

Students should note that Corporations is a prerequisite for Advanced Corporate Law, Comparative Corporate Law, Corporate Finance, Securities Regulation, Business Planning Seminar, and corporate law seminars.

This is a basic course in business organizations with a primary focus on corporations and including a brief examination of limited liability companies. Throughout the course, students will consider the role of lawyers in corporate matters. Brief coverage is given to factors bearing on choice of organization, including process of corporate formation, corporate privileges and powers, corporate capital structure, and limited liability. Close examination is given to the governance structure of the corporation and the obligations of directors and officers. The particular nature of the public corporation is explored. Topics studied may include stock trading by corporate insiders, transactions in corporation control, the procedural problems in stockholder derivative suits, and judicial disregard of the corporate form.

This course examines the life cycle of a criminal tax case, including the warning signs that a civil tax case may be referred for criminal investigation, applicable privileges, potential defenses, the opening of an administrative investigation, sources of information, authorization of a grand jury investigation and prosecution, best practices in plea negotiations, trial strategies, sentencing, and collateral and civil tax consequences.  The course also will address current priorities of IRS Criminal Investigation and the Department of Justice, and cases pulled from the headlines.

The course is designed to give students an overview and practical insight on the legal aspects of doing business with or investing in Latin America. The course will focus on Mexico, but will also address legal issues associated with doing business in Central and South American countries. Topics will be discussed from the perspective of U.S. investors doing business in the region, and will cover the legal implications of cross-border distribution, licensing and joint venture arrangements, acquisitions and direct investments, labor planning and creditor rights.

This colloquium will offer students an opportunity to examine current tax policy issues in depth and at an advanced level, with discussions led by policymakers, economists, and other tax experts. The course will discuss various current and recent legislative proposals at a detailed level and examine the economic, tax policy, and political considerations underlying the decisions that have been made in each proposal.  This will include infrastructure, wealth tax, cross-border tax, consumption taxes and other politically salient tax policy topics. It will explore the economic and policy literature surrounding the issues of economic welfare and competitiveness. The course will also examine issues such as tax expenditures, debt vs. equity, cost recovery, and various tax incentives. Reading materials generally will be supplied and will include economic and tax policy papers, legislative proposals, and technical explanations. The course is intended to be highly interactive with students discussing design and policy issues with leading experts in the field. The grade for this course will be based primarily on papers that students submit addressing policy topics discussed by the guest speakers. Useful class participation will be taken into account as a plus in determining the final grade. There will be no final exam.

This seminar provides an introduction to the increasingly important field of private international law as well as an opportunity to explore in depth specific issues now under active consideration in the various international and regional organizations working on the development, codification and harmonization of private international law. Beyond the “classic” PIL questions of jurisdiction, choice of law, judicial assistance and enforcement of judgments, we will explore such topics as international family law (including international adoption, abduction and enforcement of child support and family maintenance), alternative dispute settlement mechanisms (including international mediation and commercial and investment arbitration), as well as the cross-border aspects of such topics as data protection and privacy, bankruptcy/insolvency, secured transactions, securities law, intellectual property, transport of goods by sea, letters of credit, leasing law, consumer protection, and even wills and trusts. You may write your papers in any of these areas (among others).  All students will be expected to choose a topic to research, write and present to the class.

This course requires a paper and an oral presentation. It is open to J.D. and LL.M. students. For J.D. students who choose the 3 credit “writing seminar” option, the objective will be to research and write analytical papers of publishable quality on discrete topics of current importance in transnational practice. Students will be required to satisfy the WR requirement including (1) selection of a paper topic approved by the professor, (2) submission of an outline, followed by feedback from the professor, (3) submission of a draft paper of at least 6,000 words exclusive of footnotes, followed by feedback from the professor, and (4) submission of a final paper of at least 6,000 words exclusive of footnotes, incorporating the professor’s suggested revisions. The paper must use legal forms of citation, where appropriate.

Learning goals for this course:

Familiarity with substance of "Private International Law", where it is developed and how; understanding of the relationship between international and domestic law; ability to research effectively in the field; ability to write coherently and present conclusions orally. 

International investment arbitration is a fast moving field, with new issues rapidly becoming pivotal to legal practice.  This seminar will delve into the cutting-edge topics that promise to make a mark on the field.  For the 2023 edition of the course, these hot topics will include, among others, fundamental reform to the international investment dispute resolution system (ISDS), the problem of corruption allegations, the role of human rights in investment disputes, transparency in ISDS  The goal of this course is not only to inform students about these emerging issues, but also to give students the analytical tools needed to thrive in a field defined by rapid change.

The course will not rely on a casebook, but instead will use awards and articles to further its goal of exploring emerging issues.   Students are expected to read all of the materials and be prepared to engage in active discussion in each class.  Twenty-five percent of the grade will be based on class participation, twenty-five percent on participation in formal in-class debates during the last day of class, and fifty percent on a final paper (on an issue of the student’s choice) to be submitted at the end of November 2023. As this is a class on questions for which there are few clear answers, there will be no final exam.

This course examines how attorneys and other professionals create value through transaction engineering. The course is organized in two parts. The first part of the course studies various barriers to transacting, including collective action problems, information problems, risk and uncertainty, and contracting over time, and a range of responses grounded in game theory, contract theory, and decision theory. The second part studies a series of real transactions. Students will be divided into work groups, each of which will be responsible for selecting and presenting a transaction to the class. Grades will be based on an individual problem set, the group presentation, and a take-home final examination.

Course Objective and Learning Outcomes: The objective of the course is to understand the proper role of deal lawyers. It forwards the idea of deal lawyers as transaction cost engineers who seek to increase the value of transactions by devising mechanisms to mitigate common barriers to efficient bargains. We study four types of barriers—collective action problems (free rider and holdout problems), information problems (moral hazard and adverse selection), risk and uncertainty, and contracting over time—and a number of responses (contractual and other mechanisms) grounded in game theory, contract theory, and decision theory. By the end of the course, I expect students to (i) have a good understanding of these barriers and the responses that deal lawyers have devised to overcome them and (ii) demonstrate the ability to recognize these barriers in different transaction contexts and to fashion solutions to them.

This seminar will examine the concept of decentralization and finance as it is applied across various issue areas:  securities law, antitrust law, intellectual property, and financial stability.  

Decentralization has attracted enormous attention with the rise of cryptocurrencies and decentralized finance. However, the term “decentralization” is a term of art rather than a legal concept—although the norms and general understanding of particular uses of the term can have decisive legal consequences.  In this seminar, students will compare and contrast the contexts and settings in which the decentralization conversation has had particular salience, particularly when applied to Web 3 and blockchain technologies.  Guest speakers will additionally visit the class to provide real world applications and perspective.  A basic understanding of what a cryptocurrency is will be useful to students taking the course.

Derivatives, including virtual currencies, are a large, dynamic and rapidly evolving part of the world's financial markets.  The size and importance of these markets alone would make derivatives regulation a worthy part of law school study, particularly for those interested in financial markets.  Add to that a significant change in the regulatory framework on a scale unseen since the 1930's and it is clear that there has never been a better time to study the legal issues and operational challenges for market participants.  This course will focus on the regulation of derivatives under the Commodity Exchange Act, as amended by Dodd-Frank, and as implemented by the Commodity Futures Trading Commission.  This course is designed as a “Derivatives 101” equivalent, providing a broad overview of the regulation of derivatives.  No prior knowledge of derivatives is required to succeed in this course.  The course will include an in-depth look at the new regulatory requirements and issues with respect to (i) market transparency and integrity, such as preventing market manipulation, disruptive trading practices, and so-called excessive speculation; (ii) the increasing use of automated trading systems and high-frequency trading in commodity markets; and (iii) the interplay between Congress, the federal market regulators, and the entities subject to financial market regulation. Students will be presented with the same questions of law confronting attorneys advising entities trading in derivatives markets, regulators, and the courts.

This course will use recent transactions involving infrastructure projects (domestic and international) to illustrate the legal techniques and financial issues involved in project development and financing. The course will address case studies involving energy projects, telecom, toll roads, mining, ports, airports, other infrastructure and professional sports facilities. Class discussion will include analysis of how project risk analysis is done and review of key documents used to develop, construct and finance projects. Students will participate in simulated contract negotiation and drafting exercises representing designated parties to a transaction. Coverage will include different sources of financing, including banks, capital markets, ECAs and multinational entities. There will be both a final examination (open-book) and a short drafting exercise that will be graded. Classes 11/12 will be a Special Negotiation Workshop, for which the class will be divided into groups to negotiate a financing term sheet for a model transaction. Depending on pandemic conditions, this may take place during regular classes, or may be done in person on a specified Saturday from 8am-1pm.

The required course textbook is: 

E.R. Yescombe, Principles of Project Finance (London: Academic Press, an imprint of Elsevier, 2014) (2d Edition). Please note that the second edition is materially different from the first edition, and all page number and other references in this syllabus and in the course will be to the second edition.

Additional case studies, such as Henry A. Davis, ed., Project Finance: Practical Case Studies, Second Edition (two volume set: Volume I – Water and Power, and Volume II – Resources and Infrastructure), and other materials not in the above publication will be provided.

Learning objectives:

The course is based on four major themes and aims to teach students to analyze issues in light of each theme: (i) allocation of risk, (ii) non-recourse or limited recourse arrangements, (iii) effective contract structures, and (iv) financeability. The class will focus on both theory (risk analysis and mitigation) and practice (critiquing and drafting agreements). Both the written assignment and the workshop will focus on practical matters relating to practice issues.

This course involves an in-depth look, in a seminar-type setting, at different state-to-state dispute settlement systems in the international trade area.  Although the principal focus will be WTO dispute settlement, the course will also examine the new or re-invigorated mechanisms in regional agreements (e.g., RCEP, CPTPP) and bilateral trade and investment agreements of the United States (USMCA, CAFTA) and the EU. In addition to examining the treaty provisions themselves, the course will involve the close reading of arbitral decisions, as a medium to examine real-world systemic issues regarding dispute settlement, such as the function of terms of reference, approaches to treaty interpretation, confidentiality, coherence between different bodies of international law, the role of precedent, standard of review, the scope of appellate review, implementation and compliance, and remedies. At the same time, students will gain familiarity with some of the leading substantive issues in international trade law. 

This course introduces foreign-educated LL.M. students to the principles, processes and techniques for drafting contracts in the United States, but with a cross-border, multi-country setting. Students will develop skills in reading and interpreting a contract and will thereby better understand the function of its component provisions. Students will learn how to draft contract provisions with precision and clarity. Among the topics covered will be: the structure of the contract, representations, covenants, conditions, allocation of risk, incentives, stipulative provisions, remedies, enforceability, and applicable law. The course will address the lawyer’s role in deal-making, including the negotiation of the contract’s terms and related ethical and practical aspects of transactional practice. Some attention will be devoted to characteristics of U.S. legal culture that contribute to the distinct features of its contracts.

This class is an introduction to the drafting, interpretation, and negotiation of contracts governed under U.S. law. It is intended both for students who have experience working with contracts in their home legal system and students who are entirely new to contracts. Whereas a class on “contract law” may focus on judicial opinions about contract enforcement, in this class we will primarily work with contracts themselves.  We will explore the various components that are common to all U.S. contracts, as well as elements that are unique to specific transaction types.

Among other matters, we will learn about provisions that govern representations, covenants, closing conditions, indemnification, and dispute resolution.  Because no contract is ever negotiated a vacuum, we will also focus on elements of the lawyer’s role in contract negotiation. These include issue-spotting, summarizing issues for clients in clear and concise language, and meeting the expectations (both substantive and professional) of law firm clients and partners.

This course introduces foreign-educated LL.M. students to the principles, processes and techniques for drafting contracts in the United States. Students will develop skills in reading and interpreting a contract and will thereby better understand the function of its component provisions. Students will learn how to draft contract provisions with precision and clarity. Among the topics covered will be: the structure of the contract, representations, covenants, conditions, allocation of risk, incentives, stipulative provisions, remedies, enforceability, and applicable law. The course will address the lawyer’s role in deal-making, including the negotiation of the contract’s terms and related ethical and practical aspects of transactional practice. Some attention will be devoted to characteristics of U.S. legal culture that contribute to the distinct features of its contracts.

This course introduces foreign-educated LL.M. students to the principles, processes and techniques for drafting contracts in the United States. Students will develop skills in reading and interpreting a contract and will thereby better understand the function of its component provisions. Students will learn how to draft contract provisions with precision and clarity. Among the topics covered will be: the structure of the contract, representations, covenants, conditions, allocation of risk, incentives, stipulative provisions, remedies, enforceability, and applicable law. The course will address the lawyer’s role in deal-making, including the negotiation of the contract’s terms and related ethical and practical aspects of transactional practice. Some attention will be devoted to characteristics of U.S. legal culture that contribute to the distinct features of its contracts.

This course applies practical approaches to assist students in understanding the tax and business arrangements of joint ventures, limited partnerships, and limited liability companies, ranging from the common to the complex. The course also presents and analyzes the drafting techniques necessary to actually implement such arrangements by concentrating on the tax and business provisions in term sheets and limited partnership/limited liability company agreements.

This course covers the legal and business issues that arise in the context of representing emerging growth companies and the venture capital investors who provide an important source of capital to such companies. In particular, the course will focus on the legal issues typically encountered by private companies at formation, financing, operation and key corporate events, including acquisition transactions and public offerings. Topics covered include corporate formation and governance, venture capital financing, employment and equity compensation matters, protection of intellectual property, securities laws compliance and exit strategies through merger, acquisition or initial public offering. The course will offer an introduction to these topics through the eyes of attorneys who practice in a Silicon Valley-based law firm active in the East Coast technology and life sciences market and will also include guest presentations by industry participants, such as venture capitalists, angel investors and entrepreneurs. The course will include a practice exercise designed to introduce students, working in practice teams, to the process of structuring and executing venture capital transactions.

This course will focus on the practical application of ERISA principles as applied to qualified and non-qualified retirement plans, health and welfare plans and executive compensation. Students will draft plan documents and summary plan descriptions; review employee communications; draft memos and responses to participant inquiries; conduct legal research; conduct due diligence with respect to employee benefits in corporate transactions; negotiate and draft the asset purchase provisions of corporate transactions; negotiate and draft vendor contract provisions; review Securities & Exchange filings with respect to employee benefit plan footnotes and executive compensation disclosures; review the principles of employee benefits in bankruptcy; review principles of labor law as it impacts employee benefits in collective bargaining; review the avoidance and management of ERISA litigation; consider the legal ethics with respect to representing various parties in an ERISA dispute; and other practical considerations in dealing with employees, government agencies, participants, insurance companies and other vendors and plan sponsors.

This class will focus on the tax aspects associated with nonqualified deferred compensation, including the tax doctrines of constructive receipt and economic benefits, as well as the three different income tax regimes set forth in section 409A, section 457A and section 457(f), and the employment tax regime under section 3121(v). In addition to exploring the various rules and the Federal tax consequences under these and other Code sections, including sections 162(m), 280G and 4960, consideration will be given to the tax policy issues driving the varying treatment and the design, drafting and implementation of many types of executive compensation arrangements, including equity compensation awards, traditional nonqualified deferred compensation plans, SERPS, excess benefit plans, rabbi trusts and top hat plans. This class will also provide an introduction to the registration and reporting requirements under the Securities Act of 1933 and the Securities Exchange Act of 1934, respectively, regarding executive compensation arrangements.

This course provides a substantive overview of the design, policy, operation, and taxation of qualified retirement plans offered by U.S. employers. The course addresses the statutory requirements of the Internal Revenue Code and ERISA, as well as regulatory and other guidance issued by federal agencies. You will learn about retirement plan structure, communications, investments, distributions, and fiduciary obligations. The course will focus on the policy goals and compliance challenges behind qualified plan rules and will include practical strategies for advising clients.

Energy markets are transitioning rapidly toward a lower carbon future in response to federal and state initiatives and the sentiments of activists, consumers and investors.  This transition is creating business opportunities and legal challenges not only for new entrants, such as the providers of renewable energy, energy storage and distributed energy resources, but also for incumbent market participants, such as utilities, pipelines, natural gas producers, independent power producers and large energy consumers. The course will focus on the economic regulation of physical energy markets by the Federal Energy Regulatory Commission (FERC), along with the interplay involving the Congress, federal and state regulators, market participants and other stakeholders.  We will examine five main areas: (i) the foundational laws (the Federal Power Act and Natural Gas Act) and legal doctrines governing FERC’s regulation of physical energy markets and the non-discriminatory transmission of electricity and natural gas by wire and pipe; (ii) the impact of restructuring wholesale electric power and natural gas markets pursuant to those laws; (iii) energy market enforcement and compliance policies, derived in large part from securities market regulation; (iv) what generation, transmission and pipeline infrastructure will be needed to ensure reliability and resilience as we transition to a lower carbon future; and (v) “hot topics” such as carbon pricing in organized wholesale electricity markets, the shale gas revolution, federal-state conflicts, pipeline and electric transmission infrastructure development and cost allocation, and integrating distributed resources and renewables  Students will gain an appreciation for the legal and market challenges confronted by market participants during this transition. One or more sessions will feature guest lecturers. There will be no final examination. Instead, each student’s grade will be based on a final paper that takes a position on a key legal or policy issue and defends that position persuasively, several short quizzes during the semester, and class participation.

This course is targeted towards law students who are interested in participating in an entrepreneurial venture at some point in their career, whether in a business or legal role (i.e., as internal or external advisor).  To be clear, it is a business class, not a traditional law class, although legal issues will be highlighted and addressed throughout, as they would be if taught to business students since business and legal issues are always closely intertwined. The primary objective of this course is to give students an understanding of and appreciation for the primary and critical steps in the lifecycle of a start-up, from inception to raising capital to scaling/business execution to exit. 

The course takes a real-world approach to learning, leveraging heavily off the extensive experience of the Professor, who has successfully executed two entrepreneurial ventures, as well as guest speakers with particular expertise in certain topics covered by the course and a simulation group exercise involving a real-life start-up scenario.  This perspective should help prepare students for the real-life challenges – and rewards – of engaging in entrepreneurship and business building.  This course is aimed at law students who are interested in participating in an entrepreneurial venture at some point in their career, whether in a business or legal role (i.e., as internal or external advisor).  

Course Goals / Student Learning Outcomes:

• At the end of the class, students will understand how to, among other important topics:
  • start and structure a business with the right team and idea;
  • draft an effective business plan and raise capital from different sources;
  • build a collaborative company culture and infrastructure for scalability; and
  • exit the business while maximizing value.
• The goal is to give students an understanding of and appreciation for the primary steps in the lifecycle of a start-up, from inception to raising capital to scaling/business execution to exit.
• Students will gain an appreciation for the practical requirements and challenges (and rewards) of starting and building a business, as well as the attendant legal issues at each step in the start-up process.

Covers the principal federal income tax rules applicable to trusts and estates, including simple and complex trusts, grantor trusts, charitable trusts and income in respect of a decedent. The use of problems for illustrative purposes, planning points, and other practical considerations are emphasized in the course.

This course supplements the two estate planning courses taught earlier in the fall semester, Income Taxation of Trusts, Estates, and Beneficiaries and Estate and Gift Tax. Like those courses, it is required for the Estate Planning Certificate and is a prerequisite for the Spring estate planning course, Advanced Private Wealth Transfer Seminar. This course addresses four areas of special concern in wealth planning: advanced charitable planning concepts; valuation and business succession issues that arise in complex wealth planning; international aspects of wealth planning; and the generation skipping transfer tax or GST. Students will be evaluated primarily on the basis of class participation and a final exam.

This course will consider ethics principles governing the conduct of counsel, arbitrators and expert witnesses in international commercial and investment arbitrations. Topics will include recent developments in the IBA Guidelines on Conflicts of Interest in International Arbitration and the IBA Guidelines on Party Representation in International Arbitration, other soft law instruments such as the ABA/AAA Code of Ethics for Arbitrators in Commercial Disputes, national law regulation of the conduct of arbitrators and counsel in international arbitrations, ethics requirements included in international arbitration rules and ethics requirements for witnesses in international arbitrations, as well as recent ethics-related jurisprudence from ICSID, arbitral institutions and various national courts.

Learning objectives:

This course has the following goals:

• To enable the student to identify fundamental differences between the ethics obligations of principal participants (arbitrators, counsel and witnesses, particularly expert witnesses) in international arbitrations (involving participants from a multiplicity of States and legal systems and a forum intended to be perceived as neutral and thus largely outside the influence of the particular national legal systems of the parties) and the ethics obligations of principal participants in national judicial systems.
• To identify the complex regulatory, choice of law and legal culture problems involved in identifying the sources and content of ethics obligations of participants in international arbitrations in light of the diversity of legal and national cultures involved and to compare and contrast with the sources and content of ethics obligations of participants appearing in national courts.
• To identify possible remedies for breaches by participants in international arbitrations of their ethics obligations (if any) and to compare and contrast with remedies in national courts.

My objective will be to enable students, by the end of the sessions, to be able to:

• describe the subject areas covered (or not covered) by ethics responsibilities for principal participants (arbitrators, counsel and witnesses) in international arbitration
• describe how those areas may differ in sources and content, when compared with national court systems,
• recognize and explain reasons why the ethics responsibilities of participants in international arbitration differ from the ethics responsibilities of similar participants in national court systems
• describe important uncertainties with respect to ethics obligations of those participants, and
• apply that learning to advise clients and counterparties on complying with those responsibilities or, when the nature of those responsibilities are uncertain, how to manage the arbitral process in light of those uncertainties.

The course examines the role the European Court of Justice plays in the evolution of private law in Europe. It focuses on the way in which the court has interpreted the EU Treaty in order to ensure effectiveness of EU law, and analyzes some of the landmark cases in that area. The course also shows how the ECJ has dealt with the interpretation of directives, particularly in the field of consumer protection, and what impact this case law has on national law making.

As an instrument of federalism, the U.S. Constitution plays a vital role in defining state and local governments’ taxing powers. In some instances this is accomplished by express Constitutional provisions; in others, by express or implied grants of authority to the legislative, executive or judicial branches of government. This advanced state and local tax course will explore and analyze Constitutional provisions that limit (and sometimes expand) state and local taxing powers. It will include a historical review of Supreme Court jurisprudence that underscores the inherent complexities and tensions precipitated by the intersection of federalism and the underlying goals embodied within the Commerce Clause, Equal Protection Clause, Import-Export Clause, Privileges and Immunities Clause, and Supremacy Clause, among others. The course also will explore how issues of federalism have shaped various Federal statutory enactments, as well as pending pieces of federal legislation. For example, it will analyze how federalist tensions and statutory dynamics were balanced in a proposed congressional bill concerning state and local tax incentives. Additionally, the course will explore the impact of Treaties and international trade laws, as well as their related enforcement mechanisms, which continue to spawn new issues implicating the States’ powers to tax.

This course introduces the basics of secured commercial debt financing transactions through which businesses borrow funds to finance the acquisition of real and personal property. We will first cover the basic lending transaction, followed by an examination of the laws governing secured transactions by considering, in parallel, real property mortgages and personal property security interests under Article 9 of the Uniform Commercial Code. In doing so, we will consider the creation and perfection of liens, maintaining their perfection, lien priority and the exercise of remedies following a borrower’s default. We will also consider other property financing techniques and issues including leasing, mezzanine and subordinated debt, personal property security interests outside the UCC, loan syndications and securitization and the impact of insolvency laws and principles on secured lending. The course will not emphasize math, instead focusing on practical understandings and concepts involving the business and legal frameworks for financing real and personal property and the role of lawyers in such transactions.

Course Goals/Student Learning Outcomes:

The primary goal of this class is to have students gain a broad-based understanding of commercial secured lending law and transactions so that they will be able to collaborate and communicate effectively with clients and other stakeholders.More specifically, learning outcomes include:

• An understanding of how and under what circumstances businesses borrow capital to finance the acquisition of real and personal property and the role of lawyers in these activities.

• An appreciation of the varying perspectives of borrowers, lenders, lawyers and other professionals in the origination, documentation and collection of secured loans.

• Working knowledge of the principal substantive legal aspects of secured lending matters, including statutory, regulatory and contractual concepts, so that the student can be operational on such matters as a new lawyer.

• Knowledge and understanding of the terminology used by lenders and borrowers in secured lending transactions, and the ability to utilize such terminology in drafting, negotiating and interpreting secured lending agreements and instruments and otherwise approaching legal assignments.

The global financial crisis of 2008 resulted in massive human suffering—9 million unemployed in the U.S. alone, and millions lost their homes. It also fundamentally altered financial regulation and American politics and reshaped social and economic dynamics—for example, the crisis led to the formation of the Tea Party, contributed significantly to political polarization and increased economic inequality.

In 2020, the coronavirus pandemic, which has caused even greater human suffering, triggered economic and financial consequences that almost led to another financial crisis. The reforms implemented after 2008, as well as the implementation of emergency programs used in 2008, were likely the reasons we did not have another financial crisis.

Why did the 2008 crisis happen?   Why, throughout our history, have we periodically experienced financial crises?  What does this history teach us about the adequacy of financial regulation, and whether regulatory failures contribute to financial crises?

We will begin by briefly reviewing the historical development of the United States banking industry, and the regulatory structure governing it, to get an appreciation of the economic and political forces that have shaped the regulation of our financial system. This will include reviewing past financial crises—the Panic of 1907 and the Great Depression and the responses to them, including the development of the Federal Reserve System, deposit insurance and other major reforms.

We will then focus on the 2008 financial crisis. We will examine the forces that produced the complex financial system of the early 21st century, including the rise of the shadow banking industry and the growth of derivatives. We will examine the response to the crisis, which included drawing on emergency powers that were first created by Congress in response to earlier financial crises, as well as new authorities created in response to the events of 2008.  We will look at some of the difficult choices faced by government officials in responding to the crisis, as well as the role of individual accountability for behavior that contributed to the crisis.   We will also examine the reforms implemented as a result of the crisis.  

We will then turn to the pandemic, and look at its economic and financial consequences.  Why was there a risk of another financial crisis?  Did the reforms of 2008 help prevent a crisis?  How was the government’s emergency response to the financial stresses similar to or different from the 2008 response?

Finally, having started the course with a look at the beginnings of the American financial system, we will end with what many predict is the future:  cryptocurrencies and central bank digital currencies, the development of which has been accelerated by both the 2008 crisis and the pandemic.   Will central bank digital currencies replace cash?   If so, will they make our financial system more or less stable?  Can they make it more inclusive?

The course will include sessions with guest speakers who have been responsible for some of the critical policy decisions that we will discuss. 

What happens when a business ends up in financial distress and cannot meet its obligations? This course is an introduction to the strategies a business can pursue to restructure its finances and the legal constraints on doing so.  These strategies include both a public, judicial process—bankruptcy—as well as private, contractual deals undertaken in the shadow of bankruptcy. 

The use of these strategies is shaped by tensions among a company’s various stakeholders about how to maximize and distribute the value of the company.  Restructuring law provides the rules for this stakeholder competition.  It sets forth distributional rules—who has the right to be repaid first, second, etc.—and governance rules—who decides what a restructuring should look like and when they can bind others to their decision. 

These rules provide a background term for nearly all business transactions. As such, bankruptcy law is important for every lawyer. Any lawyer advising a client needs to understand what will happen if a transaction—be it a financing deal, an asset sale, or a litigation settlement—doesn’t go as anticipated. 

Restructuring lawyers practice in a field that is immersed in actual business and financing operations because of the need to understand what a particular business needs to function on a daily basis. It is also a practice that combines transactional and litigation work and offers the opportunity to speak in court sooner and more often than almost any other practice area. Restructuring practice is highly specialized, but also universal because it interacts with nearly every other area of law—contract, environmental, labor, regulatory, tax, and tort—making the bankruptcy lawyer a jack-of-all-trades and the master of one. 

The law of restructuring is also critical to social policy. Bankruptcy is the forum for addressing nearly every major economic problem. It determines who bears the costs of:  mass torts; environmental harms; commodity price swings; changes in the labor market; and secular changes in the economy. 

No prior background is required for the course. 

Technology-driven disruption has upended many industries – retail, entertainment, transportation, to name just a few – and now we are seeing it redefine financial services. The rise of Fintech is perhaps the most interesting industry transformation to study from a legal perspective because of the way it impacts complex financial services regulations. Regulatory frameworks that were created decades ago are being challenged by the rise of Internet and mobile-driven financial services providers. This course will hone in on a few areas where the US financial regulatory structure is being challenged by technological innovation and may require fresh thinking.

Financial services can be broken down into three distinct subsectors: 1) Insurance; 2) Retail Banking; and 3) Investment/Advisory Banking. This course will focus on how technology is transforming both retail and investment/advisory banking. Retail banking law was designed for a world of brick and mortar banks that accepted deposits and leveraged those deposits to provide commercial and personal loans. Investment/advisory banking law was designed for a world of a relatively small number of sophisticated investors. This traditional schema is being transformed, rapidly.

The smartphone is replacing the retail bank as the method by which a small business or consumer conducts their day-to-day banking activity. A 2015 report by Goldman Sachs found that 33% of millennials do not think they will need a traditional bank in the next five years. In fact, 73% of millennials reported that they are more excited about new offerings in the financial services space from the likes of Google, Apple and Amazon.

Moreover, in the financial services industry lines are blurring – financial tech companies are expanding financial services ecosystems and traditional financial services companies are expanding their digital capabilities. New business models are being created that leverage the data and capabilities afforded by the Internet, and seemingly diverse industries ranging from telecom to traditional banks are competing over similar financial services activities.

Crowdfunding, mobile payments, online lending, robo-advisors, and Bitcoin are new phenomenon that challenge existing regulatory structures. The SEC, Treasury Department, Office of Comptroller of Currency, Financial Industry Regulatory Authority, Federal Deposit Insurance Commission, Federal Reserve Bank, Consumer Financial Protection Bureau, and Federal Trade Commission are just a few of the regulatory bodies that are increasingly exploring Fintech developments. Moreover, the courts have been faced with challenges to several federal and state laws that were written before modern technological innovations took hold and challenged existing concepts of Federalism. This class will focus in on these particular challenges, will question existing regulatory bodies, approaches and standards, as well as discuss the practicalities of alternative regulatory structures and rules.

The class will proceed in 4 parts. Part 1 will be an introduction to retail banking law and disruptions that are occurring due to Fintech. Part 2 will be an introduction to investment/advisory banking law and disruptions that are occurring due to Fintech. Part 3 will address cross-cutting horizontal disruptions. And, finally Part 4 will involve a high-level assessment of regulatory structures and approaches for Fintech. After this course, students should have a strong baseline knowledge of the myriad of legal and policy issues that exist in the Fintech arena.

This course will explore foreign direct investment in the United States from the national security perspective through an analysis of the Executive Branch inter-agency body known as the Committee on Foreign Investment in the United States (CFIUS).  Students will review the evolution of CFIUS from the Exon-Florio amendment, to the Committee as it exists today, including, but not limited to, the relevant authorities, policy implications, case law, and transactional risk analysis frameworks upon which CFIUS.  The course will also examine current events in the national security space to determine how those events have informed recent legislative action taken by Congress with respect to CFIUS and how those legislative changes are implemented by the committee in regulation.

This course is early stage financing from formation to a $75M Reg A+ round in hyper-speed. Students will play the role of the company’s outside legal counsel. Students will assist with formation, capital formation, and general legal guidance. They’ll assist with raising a $1 million pre-seed round from friends and family, a $5 million Regulation Crowdfunding Offering, and eventually a $75M Regulation A+ offering. Lastly, the company will receive a term sheet from a prominent VC which students will assess, issue spot, and advise the company thereon.

In 1977, the United States adopted the Foreign Corrupt Practices Act (“FCPA”) to combat bribery of foreign public officials. As with many U.S.-led initiatives, it was seen at the time as naïve, quixotic, myopic, and doomed to failure. A little more than 20-years later, the Organisation for Economic Co-operation and Development (“OECD”) adopted its Convention on Combatting Bribery of Foreign Public Officials, and as required by the Convention, the countries of Western Europe promptly adopted organic statutes modeled, in large measure, on the FCPA.

In the ensuing decade and a half, prosecutions of corporations for foreign bribery have become perhaps the most important prosecutorial priority for the Department of Justice (“DOJ”) and Securities & Exchange Commission (“SEC”) and certainly the most financially lucrative U.S. prosecution initiative. Transnational investigations have become a staple of these prosecutions. All 10 of the largest FCPA prosecutions have occurred since 2008; of these, eight have involved foreign corporations.

This course will cover the development of U.S., international, and foreign initiatives against public-official bribery. Because (at least in the US) most of these cases have been resolved without litigation, we will focus on critical, unresolved issues, such as the FCPA’s definition of a foreign “instrumentality” and a “foreign official,” as well as the scope of U.S. extra-territorial jurisdiction. In addition to addressing the substance of foreign and international laws and conventions, we will explore the critical issues that arise from the growing trend in trans-national investigations and prosecutions, including double jeopardy, res judicata, and international data collection.

We will explore these issues through fact-based, real-world scenarios drawn, in large part, from the “Bonny Island” case, which involved a scheme by four international corporations to bribe three successive Nigerian presidents (as well as a constellation of lower-ranking officials) to secure multi-billion dollar contracts for the construction of an LNG facility in Nigeria. We will use this factual setting to frame class participation and in-class exercises and projects, with the goal of sharpening critical thinking, tackling complex legal questions in concrete factual settings, and honing advocacy skills.

Learning Objectives:

We have the following expectations of learning outcomes:

1. We expect each student to achieve mastery of the basic concepts underlying the US Foreign Corrupt Practices Act, including the basic statutory terms, the elements of the various offenses, and the scope of U.S. jurisdiction. In our experience, it is impossible to fully understand and discuss more challenging questions about the scope or application of the statute without mastery of the fundamentals.
2. We expect each student to gain an understanding of the roles and policies of the U.S. enforcement authorities, the Department of Justice and the Securities and Exchange Commission, and the manner in which FCPA cases are investigated, prosecuted, and defended, as well as how the U.S. enforcement agencies would approach a problem and what outcomes are likely to result.
3. We expect each student to gain an understanding of the global enforcement landscape for anti-corruption. Students are expected to achieve a basic understanding of the OECD Convention on Bribery, other international anti-bribery conventions, and the leading state laws, including the Brazil Clean Companies Act, the UK Bribery Act, and the French Sapin II. Students will also gain an understanding of the role of the World Bank and other multi-lateral development banks in the worldwide scheme.
4. We expect students to learn the basic principles of anti-corruption compliance programs, and the manner in which anti-corruption compliance impacts the prevention, detection, investigation, and prosecution of FCPA cases, as well as violations of similar foreign laws.
5. Through scenario-based learning, we expect students to gain a facility in applying law to fact and an understanding of how governments and defense counsel approach challenging question of jurisdiction, enforcement, and punishment in a multi-jurisdictional, cross-border setting.

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.

Globalization and the international trade of drugs and medical products have progressed beyond any single regulatory authority’s ability to effectively ensure the quality, safety, and effectiveness of these products. In the U.S., the importation of foreign sourced products has increased tremendously, accounting for over 80% of the active pharmaceutical ingredients. However, varying drug regulations have resulted in gaps in oversight causing differing views on the acceptable level of risk in public health leading to drug quality related deaths and other serious harms. One clear reason for this compromised system is the differences in how these products are regulated from country to country. Nevertheless, the pharmaceutical and related industries are thriving in the global marketplace. This course is intended to be the first comparative survey into the regulatory frameworks of certain key countries, both developed and developing markets, along with international institutions, such as the World Health Organization, involved in promoting the access and development of safe, effective and quality medical products. This course will also identify the major international non-governmental stakeholders, and the multi-lateral schemes and treatises in which they operate that are intended to assist in the convergence of pharmaceutical laws and regulations.

During this century, the United States has raised revenue chiefly through the income tax, which is a per capita or direct tax. In many other countries, fiscal authorities rely far more heavily on indirect taxes. With the pace of globalization accelerating, U.S. tax professionals increasingly advise foreign clients, for whom indirect taxes may constitute a large percentage of aggregate tax liability. A basic knowledge of how these taxes work is thus a valuable asset for any lawyer doing corporate or international tax work.

This course will introduce students to indirect taxation, exemplified by the European Union’s Value Added Tax (“VAT”) and Canada’s Goods and Services Tax (“GST”), two of the fastest-growing indirect taxes globally. The course will examine the economic and policy rationales for such taxes and study in detail how different types of value added taxes work, including tax calculations and cross-border aspects. Finally, the course will compare the VAT with the retail sales taxes imposed by many U.S. state and local governments and will consider the feasibility of adopting some version of a VAT in the United States. At the end of the course, students will have a broad technical understanding of indirect taxes and an appreciation of the policy concerns that animate legislative and academic discussion of this important subject.

This two-credit course will be divided into nine 3-hour class sessions. All sessions will be taught by global indirect tax professionals from KPMG’s Washington D.C. office.

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.

This course will provide students with a practical understanding of an International Centre for Settlement of Investment Disputes, ICSID, arbitration proceeding from the moment of the submission of a request for arbitration through the issuance of the award and post-award remedies. ICSID is one of the five organizations of the World Bank Group and the arbitral institution most commonly used for the resolution of international investment disputes. ICSID case law has played a major role in the development of modern international investment law.

After a short introduction on the creation of ICSID and its development, students will receive a basic overview of the modern investment treaty regime. The course will then focus primarily on the jurisdictional thresholds that are at the heart of an ICSID arbitration, including the existence of a dispute arising out of an “investment”, nationality requirements, and consent to arbitration under the ICSID Convention. Special procedures, including summary dismissal of the claim under ICSID Arbitration Rules, provisional measures, intervention of non-disputing parties, such as NGO’s or multilateral organizations in the proceedings, transparency requirements and post-award remedies will also be addressed.

The course may include guest lectures.

Covers accounting methods and accounting periods. The course examines a broad range of subjects concerning the timing of income and deductions under Subchapter E of the Internal Revenue Code. Topics include requests to change methods, inventories (including costing, valuation, and the requirements for maintaining inventories), principles of income recognition, prepaid income, cash equivalency and constructive receipt, special methods involving long-term contracts, depreciation, estimated expenses, prepaid expenses, and expensing versus capitalizing costs. These topics are analyzed from both a technical viewpoint and a tax policy perspective.

The course will be a “soup to nuts” securities offering course, focusing on the legal aspects of conducting an IPO for a U.S. issuer on a Form S-1 and advising the issuer about its future responsibilities as a newly public company. Young lawyers entering a securities practice often find that their knowledge of securities-law principles does not always prepare them for day-to-day challenges of practice in this area. This course is designed to fill those gaps by providing students with an understanding of the securities offering process as well as the tools and skills needed to perform tasks required to work on securities offerings.

The major topics that will be covered include laws relating to securities offerings, listing on the New York Stock Exchange, underwriters and liabilities, underwriting agreements and the agreement among underwriters, financial statements, accounting issues, comfort letters, the securities act registration process (including the SEC comment and review process), law firm opinions and post-closing reporting obligations. The course will also provide an in-depth analysis of certain sections of the Form S-1, including the Management’s Discussion and Analysis of Financial Condition and Results of Operations section and the risk factors section.

This course explores international finance and regulation as phenomena embedded in the concept of money.  As such, it provides an overview of the theory of money, and then explores key financial and regulatory developments tied to it, including banking and banking regulation.  A significant portion of the class will be spent exploring how these phenomena apply to digital assets, including native cryptocurrencies (e.g. Bitcoin), stablecoins and central bank digital currencies.  The course also addresses the intersection of financial regulation and international monetary law by surveying the 2008 financial crisis, the European debt crisis, recent attempts to internationalize the renminbi, and the future of the dollar as an international currency.

The knowledge, technological inventions, creative works and accumulated experience and expertise of the professional workforce increasingly drives the global economy. Unlike physical capital, this intellectual capital cannot readily be confined to the territorial setting of its origin. The development of cohesive norms to protect intellectual properties on a global basis has thus proven to be an enormous challenge. This course considers this effort by addressing the core international agreements governing intellectual property; norms and norm-making in the international intellectual property rights system; dispute settlement and the enforcement of rights; and tensions arising between intellectual property rights and distinct legal and cultural values.

More than a hundred countries have enacted competition laws and modeled their laws either on the U.S. or on the EU system. This course will focus on the U.S. and the EU antitrust regimes by comparing and contrasting their principles and procedures. Some other jurisdictions at the center of the international antitrust arena, such as China and Brazil, will also be discussed. This course will start with an overview of the institutional design and of the substantive standards applied by the FTC/DOJ in the U.S. and by the European Commission in the EU, and will then delve into various areas of antitrust law, with particular emphasis on cartels, horizontal and vertical restraints, abuse of dominance, and mergers. This course will also examine process and procedures in the U.S. and the EU, and consider practices that facilitate international cooperation in antitrust investigations.

Learning objectives:

Students attending this course (i) will receive an overview of the international dimension of the various areas of antitrust law (horizontal agreements; monopolization/abuse of dominance; mergers); (ii) will learn to compare and contrast antitrust principles and procedures of the two systems (EU and U.S.) that most have influenced antitrust laws and institutions around the world; (iii) will familiarize with new actors and current challenges of the international antitrust arena. As a result, students will learn how to navigate multi-jurisdictional antitrust matters.

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. 

The New York Convention of 1958 on the Recognition and Enforcement of Foreign Arbitral Awards is generally considered as the most important legal cornerstone for international business arbitration. It is also acclaimed to be the most successful international convention in international private law. The New York Convention provides for the international enforcement of arbitration agreements and arbitral awards. There are now 156 Contracting States and more than 1,800 court decisions interpreting and applying the Convention. The course will analyze and compare the most important ones of those decisions. It will offer a unique insight in treaty design, statutory enactments, varying court approaches, and the practice of international arbitration. The course materials will be made available at www.newyorkconvention.org.

This is a year-long class restricted to students in the International Arbitration Scholars program. The course counts as one credit in the Fall, and three credits in the Spring (students will be enrolled for both semesters and will receive one grade for the class at the end of the Spring semester. Withdrawals are permitted up to the last day of class of the Fall semester, but withdrawal from the colloquium will also result in withdrawal from the Scholars program.) During the Fall semester, Scholars and faculty will meet for informal meetings to get to know each other and to be introduced to the arbitration community in Washington. Scholars will also meet individually during the Fall semester with Professor Whitesell and/or their faculty advisor to propose their research idea, present an outline and get feedback on the outline.

During the Spring semester, the Colloquium will meet on a weekly basis as a class. Spring classes will be a combination of student presentations, and specific topics presented by invited experts. Over the course of the Spring semester, class members will present their research to the group, with each class member presenting twice during the semester (once during the beginning of the semester to present their projects in the early stages, and once during the later part of the semester to present their near-final papers). The Scholars will also meet during the Spring on an individual basis with their advisors as they work to finalize their paper into publishable quality.

This course will examine how international disputes are resolved through arbitration in Asia. With the expansion of trade and investment, integration of global markets and the increasing complexity of transactions, international disputes inevitably arise. International arbitration has become the preferred means in Asia by which to resolve cross-border disputes, providing a critical pillar to the stability of international business and financial architecture. The emergence of Singapore, Hong Kong, Seoul and Beijing, among others, as hubs for arbitration offers alternatives to traditional centers such as London, Paris, Geneva or New York. With innovative arbitral institutions such as the Singapore International Arbitration Centre, Hong Kong International Arbitration Centre, China International Trade and Economic Arbitration Commission and Korean Commercial Arbitration Board, a wealth of case law and a mixture of common and civil law jurisdictions, an understanding of the commercial and investment arbitration practice in Asia should help practitioners and students interested in arbitration and Asia.

Main Textbook: The Developing World of Arbitration: A Comparative Study of Arbitration Reform in the Asia Pacific (Hart)

Additional Material to be provided.

Almost a decade has passed since the uprisings of the Arab Spring swept across the Middle East, causing political unrest and economic instability. These waves of upheaval and their aftermath have caused severe disruption to foreign investment inflows and cross-border business transactions, propagating a number of high-profile commercial and investment disputes and rendering arbitration an essential tool for doing business in the region more than ever.

This course will examine the history of arbitration in the Middle East and its evolution from the Islamic era, through the early colonial twentieth century’s oil & gas arbitrations, to the modern-day proliferation of commercial and investor-State arbitration cases. The classes will draw upon a wide range of materials including law journal articles, arbitral awards, regional treaties, domestic arbitration laws and court decisions to discuss and provoke debate over core topics in the international arbitration field, such as the impact of Sharia law on the arbitration process; the internationalization of contract-based disputes; the contribution of the Iran-US Tribunal to the development of international investment law; the role of consent to arbitration contained in domestic laws; attribution and State responsibility in the context of the Arab Spring, enforcement of arbitral awards in the region; and the rise of inter-Arab investment arbitration through the investment treaty of the Organization of Islamic Conference.

This course is designed for students, young scholars, and practitioners who are interested in understanding the unique features of arbitration theory and practice in the Middle East, and appreciating the legal and cultural context within which the current arbitration practice in the region has developed. The course will also provide practical insights and commentary on domestic arbitration regimes of selected countries, and arbitration rules and processes of some of the region’s arbitral institutions, including CRCICA, DIAC, DIFC-LCIA, ADGM-ICC, BCDR, and SCCA.

Learning Objectives:

Students will:

• Better understand the origins of the concept of arbitration in Islam, and the role that Sharia law plays in today’s arbitration process in the Arab world.
• Develop familiarity with the arbitration practice and its evolution in the region through the lens of landmark cases involving Arab States and assess the contribution of these cases to the overall development of the international arbitration field.
• Gain knowledge of the protections and guarantees afforded to investors by regional treaties and domestic investment laws of Arab countries, including dispute resolution clauses that refer to international arbitration.
• Identify some of the legal challenges faced by investors when attempting to enforce a foreign or international arbitral award in the Middle East.
• Develop familiarity with some of the major regional arbitral institutions and their common structures and procedural rules.

This course deals with the issues presented when a business with assets or debts in more than one country is seeking to restructure its financial obligations. The course will cover new Chapter 15 of the United States Bankruptcy Code and will also examine business bankruptcy developments in other countries.

This course addresses the critical role of legal compliance in conducting international business.  It will explore how compliance law, based on theories and principles of corporate governance and risk management and applied in the context of substantive laws, is used to develop systems of deterrence management.  Topics will include:  the history and development of compliance, risk management, specific areas of compliance such as information/data security, anti-corruption law, economic sanctions, and financial sector regulations, and particular challenges related to global compliance.

At the end of the class, students should be capable of: understanding how a global company assesses and manages risk and the key elements of an effective global compliance system; the relationship between corporate culture and compliance; how compliance enforcement functions both within a company and externally;  the compliance function and the roles of lawyers and compliance officers; basic concepts in several areas of compliance law such as data security, economic sanctions, financial regulation, and anti-corruption law; recognizing third party risks a company may face; and understanding particular problems that face global companies and how the law is developing to harmonize across borders.

Course requirements include class participation, a short paper along with class presentation, and a two hour open-book take-home exam.

The course explores issues common to litigation in U.S. courts arising from cross-border business transactions, including venue, jurisdiction, service of process, choice of law questions, discovery, evidence from abroad, privilege and ethical considerations, and the recognition and enforcement of foreign judgments in U.S. courts. The course covers the resolution of disputes in litigation, as well as in arbitral proceedings, and through regulatory and other internal investigations, and explores issues such as the Foreign Corrupt Practices Act.

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 class looks at international commercial arbitration in cross-cultural context and considers the various ways in which arbitral procedure borrows from the common and civil law traditions. Students will study various practices that are typical in arbitration and that can give rise to particular difficulties when the parties, counsel and/or arbitrators come from different legal traditions.

Among other things, students will engage in hands-on exercises involving interviewing, cross-examination, drafting of witness statements and the like. The goal is to provide students with a deeper understanding of how international commercial arbitration differs from other types of national and international dispute resolution and to provide students with the tools needed to excel in this growing area of law and practice.

After taking this course, students will have an increased ability to:
• appreciate the special nature of international arbitration as compared to other national and international dispute resolution processes;
• draft and revise international arbitration agreements;
• select an appropriate arbitrator in international matters;
• challenge arbitrators in international disputes;
• conduct cross-examination in international arbitral settings; and
• draft and review document requests in international arbitration. 

Resolution of disputes between private sector companies and sovereigns arising under international contracts and projects typically are resolved by international commercial arbitration, giving rise to unique challenges, issues, and opportunities.

This class will address the relationship between international arbitration and court litigation, key fora and features that exist in this realm, proper negotiation and mediation techniques, analysis of foreign sovereign immunities, choice law issues, the importance of language and culture in these disputes, interplay with treaty arbitration, issues arising under arbitration clauses, critical trends in case law and arbitral institutions, and enforcement of arbitration awards globally. The course will feature guest speakers, hands-on exercises, use of materials from actual arbitrations, optional field trips to local courts, and a two-class practical moot--all focused on the dynamics and practicalities of dealing with the disputes of sovereigns and private parties.

The course analyzes the regulatory framework of international contracts. On the basis of court decisions and arbitral awards, it focuses on international conventions and uniform rules of law, such as the United Nations Convention on Contracts for the International Sales of Goods (CISG), the UNIDROIT Principles of International Commercial Contracts, the Principles of European Contract Law, and INCOTERMS. The course includes some aspects of conflicts of law rules, as well as an analysis of the main international instruments governing international commercial arbitration.

Cross-border lending has grown exponentially in recent decades, especially with the opening of new markets in emerging economies and further integration of financial markets globally. High yield, EM risky lending has also grown in a low interest rate environment in developed markets. With a higher inflation and interest rate environment globally, debt refinancing and liability management is expected to significantly increase in the short term.

A natural consequence is the invariable need to restructure cross-border debt. Such financial restructurings or "workouts" can occur individually with a troubled debtor or on a broader level in systemic crises (e.g., the debt crises involving Asia, Russia, and Mexico in the late nineties, Argentina in the early 2000's, the 2008 global financial crisis, and the post COVID-19 changes to behaviors).  In this course we will simulate, from an international lender's perspective, the out-of-court debt restructuring or "workout" of a corporation in distress. The simulation of this hypothetical workout will have role-play and extensive class interaction: we will be members of the restructuring and insolvency practice of an international law firm.

Our client will be an international commercial bank with a troubled loan to a company in a developing country. Our job will be to provide legal advice and services to our client throughout the loan workout process. During the semester we will also have insolvency practitioners as guest speakers. Our work will include conducting due diligence, recommending a legal strategy, coordinating the creditor group, establishing negotiation strategies (and leverage) for our client, structuring the transaction documents, and closing the deal.

The objectives of this simulation are to help students (1) understand the legal framework governing cross-border insolvency and restructuring, (2) debate legal issues affecting cross-border debt restructurings, (3) grasp the principles and best practices of international debt restructurings and insolvency from a practical perspective, (4) develop legal risk analysis and problem solving skills in the context of a troubled international financial transaction, and (5) gain experience with relevant document structuring and cross-border negotiation strategies.

Issues that will be addressed in the course include choice of law and jurisdiction, enforcement of creditors' rights in foreign courts, corporate governance, holdout creditors, moral hazard, distress signs in a company, cultural sensitivities, and cross-border negotiation techniques.

The course will be taught by Claudio N. Rechden, General Counsel at Deva Capital Advisory and former Lead Counsel for Special Operations in Asia and Latin America for the International Finance Corporation (the private sector arm of the World Bank). Claudio has extensive international finance, cross-border restructuring and litigation experience, having worked in several workouts worldwide. Evaluations will be done by a final short reaction paper in groups and by class participation. There will be no exams.

The International Economic Law & Policy Colloquium offers students a new and rigorous research platform for understanding the theory of international economic law and participating in policy analysis. Students will participate alongside graduate students, fellows and visiting scholars at the Institute of International Economic Law with outside speakers and help create, and potentially author, research and policy-oriented products for the Institute of International Economic Law.

Students will be expected to 1) work within a group to prepare weekly responses to weekly presenters hailing from the academy, government and the public policy community and 2) provide a 5-10 page end of the semester brief on a specific policy issue concerning a relevant matter of international economic law. The best issue briefs will be included for publication by IIEL and distributed to policymakers in Washington D.C. and abroad. Topics can include any area of international economic law, including international trade, financial regulation and enforcement, monetary affairs and tax.

This course will provide an introduction to the international legal and institutional frameworks that govern economic cooperation among nation states in the key areas: (a) international monetary law, (b) international trade, (c) international capital movements (including foreign direct investment) and (d) international development.  A central area of focus will be how these different frameworks interact – and, in some cases, conflict – with each other, as policy makers struggle to both maximize the benefits of globalization and minimize its costs. Considerable emphasis will be placed on the institutional dimension of cooperation, with a comparative review of the relevant international organizations (including the WTO, IMF and the World Bank).  The Course will identify the current challenges faced by each of these institutions in an environment where multilateral co-operation, although increasingly urgent, is also increasingly unpopular. The Course will be interdisciplinary, focusing on the legal, political and economic dimensions of these complex problems. Senior officials of a number of the major international organizations will participate as guest lecturers, giving their own perspectives regarding the key challenges facing their institutions.

The Course will be divided into two parts:

The first part will include an overview of the relevant legal and institutional frameworks, their relationship with each other and some of the key challenges they currently face.

The second part will cover a number of cross-cutting issues that often require effective coordination among these different institutions, including the following:

• The backlash to globalization and efforts to “decouple” or restrict the flow of capital, goods or technology to certain markets, or to reconfigure global supply chains.

• The role of the state in the market economy, including the role of subsidies and other forms of government intervention and the debate over non-market economies in the WTO.

• The efficacy of “soft law” and “soft institutions”, which are increasingly relied upon in an environment where countries are less inclined to surrender legal sovereignty through the creation of treaty obligations or the establishment of independent international organizations.

• The impact of both economic crime on economic development and financial stability, with a review of efforts by the international community to address this problem.

Learning Outcomes

By the end of the course, students will have gained a general understanding of the range of legal frameworks that govern international cooperation in trade, monetary affairs, international capital movements (including foreign direct investment) and international development. They will also have gained insight into the relationship among these frameworks, which is critical in an environment where global economic problems require integrated solutions. Importantly, they will have gained an appreciation of the institutional dimension of economic cooperation, which is of great importance given that a critical feature of the post-war architecture has been the extent to which the international community has delegated authority to international organizations to provide the “machinery of cooperation” despite a waning faith in multilateralism. Having gained an understanding of the general principles that underpin international economic law and institutions, students will have an opportunity to apply this understanding to a number of cross-cutting issues that are of current relevance, including sovereign debt, the growing importance of soft law, economic crime, the accountability of international organizations, and the backlash to globalization.

International anti-corruption has become an increasingly “hot topic” among lawyers and policymakers: governments, international organizations, and technical experts all identify corruption as a serious impediment to comprehensive economic development. If left unchecked, corruption threatens to undermine the effectiveness of development initiatives in both the public and private sectors. Growing enforcement of legal instruments such as the Foreign Corrupt Practices Act and the UK Bribery Act have placed anti-corruption squarely on the agenda of a wide variety of transnational organizations. With so many variant actors invoking the importance of anti-corruption, lawyers must not only have a working knowledge of what corruption entails, but also understand how the development of an international anti-corruption legal framework is changing the way business is conducted in a global economy.

This course explores the international legal framework of anti-corruption, the scope of anti-corruption instruments, the methodologies employed by international actors enforcing these instruments, and the policy dilemmas implicated by these endeavors.

Given the dynamic nature of anti-corruption initiatives, the course presents an interdisciplinary, interactive approach to the subject matter. The class will introduce and discuss perspectives from academic texts, policy papers and media. It is hoped that this broad-based approach will provide students with a strong theoretical foundation in anti-corruption law, foster a practical understanding of international anti-corruption work, and inspire students to integrate this avenue of study into their future professional endeavors.

Students will complete a research paper 20-25 pages in length.

Learning Objectives:

By the end of this course, students will have a working knowledge of the role anti-corruption policy and political institutions (i.e., FCPA, OECD, and UNCAC) play in the field of anti-corruption. Students will be able to engage in professional discussions on the historical context of international anti-corruption efforts, the state of the current political and international climate, and the future of anti-corruption by making connections between past policy and current events. Students will be able to articulate original views, back them up with research and defend them through strategic thinking by engaging with guest-lecturing practitioners and the final oral presentation. Students will further deepen their knowledge on a particular topic within the field by conducting a research paper in which they will need to provide insightful analysis making connections among historical and current policies, institutions, and governments.

The course begins with an introduction to international energy arbitration, followed by discussion of the international energy industry, its sources, segments, and players, including its evolution during the energy transition. An extensive presentation on the legal framework for international energy arbitration covers international laws and norms, national constitutions, national petroleum laws and regulations, and, in particular detail, the historical evolution of upstream host government petroleum contracts, including petroleum fiscal systems. To place the subject of host government contracts in its proper setting, the next section describes resource cycles and resource nationalism, as well as the legal status of host government contracts. Segments on contract stabilization and choice of law come next. Discussion then moves to the early international oil and gas arbitration awards, from there to several modern international oil and gas arbitration awards, and finally to contemporary energy disputes with host governments. The course next covers commercial disputes arising out of joint operating agreements, gas contracts, and LNG sales contracts. Following a discussion of enforcement of energy awards, the final segment concerns building an international energy arbitration practice. The course is designed to provide an in-depth knowledge of the main types and key drivers of international energy disputes, past and present, not only to aid in understanding the international energy industry, its business relationships and contracts, its broader legal framework, and its disputes, but to build better advocates to represent international energy companies and host governments in these contentious proceedings.

The course focuses on international law applicable to the leading environmental and natural resource issues.  It provides a framework for identifying and addressing the legal issues, links international law with relevant national laws, and focuses on ways to strengthen compliance with international obligations.  The course covers climate change, ozone depletion, transboundary pollution and hazardous waste disposal, fresh water (both surface and ground water), marine resources, biodiversity, the links between human rights and environment and between environment and trade, and the financing of sustainable development.  Special attention is given to cutting edge issues, such as synthetic biology and ecocide as an international crime.

Learning goals for this course: To enable students to become effective counsel, litigators, negotiators, arbitrators, judges, or legal advisors on a broad range of international environmental problems; to understand international instrucments and negotiations; and to be able to apply legal concepts developed in the course within different national settings for implementing international law. 

International investment law consists of those international legal principles that define the obligations of states toward the investments of aliens within their territory. Like all international law, it has developed in response to the concerns of States. The goal of this seminar is to develop in the student a rather full understanding and appreciation of the important principles of international investment law that now prevail and of the issues that are currently the subjects of serious debate. The seminar aims to develop this understanding by studying the historical development of this area of the law and considering the fundamental concerns of States that have driven this development.

We will begin by considering, as a normative matter, what a state’s responsibility toward private property should be and then review the legal principles espoused by the United States and other Western countries at the beginning of the last century, when there were few independent countries interested in challenging these views. We then will consider the development of dissent from this Western consensus in Latin America and in the newly independent states of Asia and Africa that emerged following the Second World War. Our consideration of this period of discord will be followed by discussion of the so-called "Washington consensus" that developed in the 80s and 90s, some parts of which are reflected in the thousands of bilateral investment treaties that have been concluded, largely in the last 30 years. We then will focus on those investment treaties, and the many arbitral awards that have interpreted them, to identify (1) key principles of investment law on which a broad consensus has emerged and (2) difficulties that arise in applying those principles to particular situations. Finally, the seminar will consider the relationship between international investment law and efforts by states -- jointly or separately -- to promote environmental protection, labor rights, and investments that serve the long-term interests of the population of the host state. We will discuss whether these goals can be pursued effectively under the principles on which a consensus now exists, whether these principles need to change, or whether some additional principles need to evolve. We will end by discussing some of the policy issues now being debated that relate to the desirability of investor-state dispute-settlement procedures and to the contents of international investment agreements, including two now being negotiated, the Transatlantic Trade and Investment Partnership (TTIP) and the Trans-Pacific Partnership (TPP)

Foreign investments today enjoy international legal protection through a global network of more than 3,000 investment treaties. Many of these treaties offer recourse to international arbitration to investors whose investments have been subject to interference in the state hosting the investment. Public interest in investment treaty arbitration is growing and both developed and developing countries have begun to revisit their treaties. Investment treaty arbitrations often focus on the interface between domestic and international law, and turn on how to balance the rights of private investors against the wider public interest.
 
Over the last two decades, international investment law has become one of the most dynamic areas of international law. Public attention has focused on the Transatlantic Trade and Investment Partnership, NAFTA, and the Trans-Pacific Partnership Agreement. In the wake of a rapid increase in the number of investment disputes, including those arising out of Argentina’s 2001 financial crisis, Germany’s exit from nuclear power, the expropriation of Yukos shareholders and Australia’s plain tobacco packaging legislation, awareness of investment treaties and their robust investor-state dispute resolution mechanism, has grown. The legitimacy and fairness of decision-making by investment tribunals have come under scrutiny.
 
This seminar addresses the substantive and procedural legal issues arising in investment law and arbitration today, principally – but not exclusively – from the perspective of practice. We will consider the ambit and substance of the protections afforded to foreign investors through treaties, including investment chapters of free trade agreements, while focussing on the specific legal and practical issues that can arise for claimant investors, respondent states, arbitrators and third parties during the course of a case. We will learn about the institutions and rules that govern investor state arbitration, we will consider the theoretical and policy background that underpins the governing framework, and we will scrutinize the relationship between investment treaty law and other areas of international law, public law, and human rights law

This survey course introduces students to the mechanisms used to resolve cross-border commercial disputes—international litigation and international arbitration—from the perspective of a practitioner. Among the topics examined are (1) the legal and practical advantages and disadvantages of litigation and arbitration, (2) the international legal framework for international arbitration and litigation (including key treaties), (3) key elements of international arbitration agreements (including the negotiation of those agreements), (4) key principles regarding the enforcement of international arbitral awards, (5) basic conflicts of laws principles in international arbitration and litigation, (6) principles and tactics involved in litigating and arbitrating against foreign sovereigns and their instrumentalities, (7) the jurisdiction of US courts over foreign defendants in cross-border cases, (8) the enforcement of US judgments in other national courts, (9) the practice and strategic use of parallel international litigation and arbitration proceedings, and (10) unique features of civil and common law in the resolution of international commercial disputes.

The International Negotiation course will focus on the methods and objectives for successfully engaging in international negotiations. This course will include in-depth reviews and class discussions of negotiations conducted by governments, the private sector, non-governmental organizations, as well as international institutions. The course will provide important insight into the necessary preparations and research necessary to conduct international negotiations as well as a better understanding of the complexities and nuance of actual negotiations. The course will provide students an opportunity to review and dissect previous negotiations and prepare and conduct negotiations based on their understanding of what works and what does not. Discussions will focus on the most important aspects of negotiations -- mutual understanding of the expected outcome, in-depth review of the expected positions of the parties, how to accurately understand the extent of any leverage and how to assess a successful outcome. Cultural, linguistic and other possible impediments to a successful negotiation will also be explored to provide students a full understanding of all that goes in to a successful negotiation.

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.

The scramble to secure steady supplies of inexpensive energy to generate electricity and to power industry and transport has defined much of the twentieth and, thus far, twenty-first centuries. Climate change and renewable energy (appropriately) dominate the discussion today, particularly in the developed world, but, absent a major unforeseen technological breakthrough, non-renewable sources such as oil and natural gas are still expected to meet the majority of the world’s energy needs for decades to come (according to the US Energy Information Administration, 82% of energy consumed worldwide will still come from non-renewable sources in 2050).

The oil and gas industry lies at the intersection of global business, international law, geopolitics, the environment and particularly in the developing world, economic development. This seminar will address the international legal norms and public policy principles that have shaped, and continue to guide, this industry. It is designed for students interested in careers in energy, energy policy, project finance, international arbitration, environmental regulation or development – whether for a law firm, energy company, NGO, international organization or government – as well as students simply interested to learn more about an industry that impacts our daily lives in countless ways. 

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.

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.

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 three-credit survey course is designed to introduce students to the legal system governing international economic transactions and international economic relations, with a focus on the World Trade Organization (WTO) and its constituent treaty instruments. The primary objective of the course is to give the student an in-depth overview of the world trading system and some exposure to its particular details. The course will cover the basic principles and mechanisms of international trade law, including most-favored-nation (MFN) and national treatment, and relevant law in different substantive areas, including tariffs, quotas, services, intellectual property, trade remedies, and standards.  We will also examine the issue of development in the WTO and trade treaties and whether treaty obligations constrain countries’ policy autonomy and hinder their ability to pursue successful development strategies, as well as the tensions between trade liberalization and other values, such as those concerning the environment, health and safety, workers’ welfare, and human rights.

The course will also cover current trends and issues in international trade law.  The Uruguay Round established the WTO in 1994 as the premiere forum for negotiating multilateral trade agreements and adjudicating international trade disputes; however, the negotiation and adjudication functions of the WTO currently face significant challenges.  Globally, more than 300 regional or bilateral trade agreements have been negotiated, including the recent United States-Mexico-Canada Agreement (USMCA) and Comprehensive and Progressive Agreement for Trans-Pacific Partnership (CPTPP), with implications for both individual countries and the global trading system overall.  The course will include current developments at the WTO, bilateral and regional trade agreements (including U.S.-Europe and U.S.-Kenya negotiations and trade models in other parts of the world like China’s Belt and Road Initiative and the African Continental Free Trade Area), Brexit, and U.S. “trade wars” pursued on national security grounds.

This three-credit course introduces students to the legal and policy aspects of international trade and investment law, two pillars of international economic law that have developed dispute settlement systems. These two areas of law affect a broad array of national legislation, regulation, and administrative practice, as well as other areas of international law and policy, such as development, human rights, climate change, and other environmental issues. Both trade law and investment law have raised anxieties regarding their linkages, effects, and overlaps with non-economic issues. The United States, European Union, China, and many other countries have actively engaged in litigation and new negotiations in both fields of law. In international trade law, governments bring legal claims against each other for breaches of obligations, while private lawyers work with private commercial interests behind the scenes and often directly on behalf of governments. International investment law, in contrast, provides direct rights to private foreign investors to bring claims against governments. These disputes are proliferating and sometimes overlap with international trade law claims. In the past, the U.S. always sought protection for its investors in developing countries, but with shifts in the global economy, the U.S. increasingly became subject to such suits by foreign investors. This course will introduce students to both of these areas of international law practice.

This course will teach students the practical aspects involved in litigation of international trade and investment disputes. Its goal is to prepare students entering either private practice or government service to handle complex litigation in those fields. The course will provide a comparative analysis of the dispute settlement mechanism of the World Trade Organization (WTO) and Investor-State arbitration. While it will focus on procedural issues and case management, the first sessions will provide an overview of the legal framework of the multilateral trading system and investment treaty law. It will identify and analyze each phase of the proceedings of WTO disputes (under the Dispute Settlement Understanding) and of investor-State arbitrations (mainly under the arbitration rules of the International Centre for Settlement of Investment Disputes and Chapter Eleven of the North American Free Trade Agreement). Some of the topics that will be covered include: pre-trial preparation, formal initiation of a dispute, constitution of panels and tribunals, discretionary procedural issues, evidentiary issues, jurisdictional and other preliminary objections, written pleadings, conduct of hearings, use of witnesses and experts, awards and rulings, recourses, implementation and enforcement, and in general case management. The analysis and discussions in class will be based on treaty text, jurisprudence and the practical, hands-on experience of the professors. Guest-speakers – including practitioners, government officials, or staff from relevant international organizations – will be invited to a few sessions. Students will be expected to participate in class discussions and in simulations.

Economic interdependence between countries and across production chains has grown exponentially. Yet, today, economic globalization is under attack. In this context, existing rules on international trade, and negotiating fora to potentially change those rules, are key. This course focuses on the rules and institutions established under the World Trade Organization (WTO) as well as selected regional trade agreements. What are the benefits and risks of trade liberalization from legal, economic and political perspectives? How can trade liberalization go hand in hand with pursuing public policy goals such as protecting the environment or labour standards ("non-trade concerns"), job creation or promoting the economic development of poor countries? The course will offer an in-depth, practical knowledge of substantive WTO law drawing heavily on case law from dispute settlement practice. It will address the basic principles of trade in goods and trade in services as well as more specific WTO agreements on, for example, health measures, subsidies, trade remedies and intellectual property rights. The course will also focus on the unique WTO mechanism for the settlement of trade disputes, and especially on how it balances trade liberalization with non-trade concerns as well as how it copes with increasing trade tensions between OECD countries and emerging economies like Brazil, China, India and Russia.

Examines international trade laws and regulations and World Trade Organization agreements affecting international trade, and the relationship of the General Agreement on Tariffs and Trade 1994 and other international agreements to U.S. law and practice. Considers, in detail, the U.S. antidumping, countervailing duty, safeguards (Section 201) laws and regulations and the WTO agreements that establish multinational standards applicable to the use of those remedies. Examines the WTO agreements on services, intellectual property, and technical barriers to trade. Examines the statutory remedies, particularly Section 301, that are available to address foreign restrictions on U.S. exports of goods, capital, services, and intellectual property. Analyzes the U.S.-China "trade war" and resulting tariffs and agreements.  Evaluates the role of Congress, the U.S. Trade Representative, and other U.S. agencies in setting trade policy and overseeing administration of the trade laws. Analyzes the WTO procedures for dispute resolution and key WTO panel and Appellate Body decisions. Reviews free trade agreements, including the U.S.-Mexico-Canada Agreement, as well as bilateral investment treaties. The course includes a weekly discussion of current events affecting international trade law and regulation.

This course will examine the connection between trade law and development, including aspects of international and regional trade agreements, comparative law, and diverse areas of market regulation at the national level. Overall, the seminar will highlight the role of law and regulation as a driver for sustainable development and inclusive growth and link broader legal frameworks and policy debates with the needs of individuals and enterprises. It will engage students in ways in which economic law can help encourage sustainable and inclusive development and will assess challenges associated with legal and regulatory capacity and the uneven implementation of laws in practice. Cross-cutting and inter-disciplinary approaches in the field, such as socio-legal approaches, human rights, food security, the UN Sustainable Development Goals (SDGs), and gender and trade will also be discussed throughout the seminar.

The seminar will take place in three phases. In Phase I, the seminar will explore the historical and institutional relationship between trade and development, including World Trade Organization (WTO) disciplines, regional trade agreements (RTAs), and other relevant international legal frameworks.  Phase II will focus on different issues and will cover a number of substantive aspects of trade and development in depth, all of which impact stakeholders and communities and hold greater potential to contribute to the common good.  Specific areas of focus will include domestic market regulation and investment, non-tariff measures, regulation of services, trade facilitation, agriculture, labor and environment, intellectual property rights, gender, and digital trade.  Phase III of the course will consist of an in-class exercise to apply the theory and substantive legal approaches discussed in Parts I and II in the context to practical trade and development challenges. 

Readings will be drawn from a variety of viewpoints and sources – law review articles, white papers, academic journals, newspapers and magazines, and excerpts from books – and will cut across trade and economic law, inclusive economic development, and business.  The readings will highlight different aspects of the legal and regulatory environment in the context of encouraging sustainable and inclusive development globally and at the grassroots level. Discussion questions will be provided for each session, which can be used as the basis for class preparation

The course will also incorporate short, practical case studies that illustrate how different issues in trade, development, and economic regulation can be applied from the perspective of different stakeholders (entrepreneurs, countries, and communities).  Seminar members will be asked to assume roles in discussion of these case studies, which will count towards class participation and lay the groundwork for the final paper.  Questions to guide the case study analysis will also be provided. 

In addition to the readings assigned for each session, optional background readings will be included for students wishing to explore a topic in greater depth (additional background reading is recommended for students who have not taken a trade law course, but the course does not have any prerequisites). 

This course will cover the interface between the intellectual property rights, international trade and public health, focusing in particular on the WTO TRIPS Agreement and subsequent decisions, including on the Covid-19 vaccines waiver. It will provide an introduction to the provisions of WTO agreements relevant to public health (other than TRIPS), and to the law and economics relating to IPRs and public health; it will cover the provisions of the TRIPS Agreement relevant to public health, and discuss the relevant disputes settled in the WTO. It will examine the background, content and implications of the Doha Declaration on the TRIPS Agreement and Public Health and of the subsequent TRIPS amendment implementing compulsory licensing for exports. It will devote a session to Covid-19 and infectious disease pandemics. It will also discuss the relevance of bilateral or regional free trade area agreements to the subject.

The course would study relevant national/regional implementing legislation, for example on compulsory licenses, and discuss use of the WTO export compulsory license provisions. In addition to the final paper, students will be graded on class participation, individual presentations and group exercises. 

Finally, the course will also cover recent work on trade, intellectual property and public health in other intergovernmental organizations, in particular in the World Health Organization, including on-going negotiations of the pandemic treaty. 

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.

Modern interstate dispute resolution finds its basis in a string of ad hoc arbitrations and claims commissions from the 18th, 19th, and early 20th centuries.  The United States was an early adopter of arbitration as a means of resolving interstate disputes, first agreeing with the United Kingdom in 1794 in the Jay Treaty to resolve certain disputes remaining from the Revolutionary War.

In the first part of the 20th century, there was an effort to formalize such disputes, first through the PCA and then the PCIJ and ICJ.  In the latter half of the 20th century and into the 21st century, there was a rapid increase in formal mechanisms or courts to hear state to state disputes, including the WTO and ITLOS mechanisms, other specialized courts, and a host of regional courts and tribunals.  Ad hoc arbitration and claims commissions continue to be used to resolve disputes as well.

This course will tackle state-to-state disputes a historical and comparative perspective, tracking the development of interstate dispute resolution over time and across institutions.  We will approach the history of interstate dispute resolution from both a legal and political science perspective.  In so doing, the course will ask the following questions:

• Why have states agreed to submit their disputes to arbitration or other dispute resolution mechanisms?  What were the international relations factors that permitted the use of such mechanisms?
• How successful are such means in resolving disputes between states?  What sorts of disputes can be resolved through arbitration or similar mechanisms? 
• How does interstate dispute resolution work in practice?
• What are common procedures for such disputes?
• How do international courts develop international law?
• What are the prospects for interstate dispute resolution going forward?  

This course will introduce students to a substantive area of American law: contracts. This course exposes students to the major themes in contract law. Specifically, we will cover contract formation, breach of contract, and contract remedies. Focusing exclusively on the common law, this class will familiarize students with the basic concepts of offer, acceptance, consideration, performance, breach, remedies, and third party issues.

Learning objectives:

To understand the fundamental principles of the law of contracts.

This course will introduce the basic concepts of international commercial arbitration from both a theoretical and practical perspective. It will provide a general overview of the subject, and subsequently focus on issues including the agreement to arbitrate, the constitution and duties of the arbitral tribunal, the conduct of the proceedings and the arbitral award. The course will refer to the ICC Rules of Arbitration in discussing many of the practical aspects of these issues.

This seminar will lay out the basic principles of international investment treaty arbitration by analyzing and studying the underlying principles of public international law as well as landmark decisions of the Permanent Court of International Justice and the International Court of Justice (ICJ) that influence Investor-State arbitration. The curriculum and calendar of the seminar will follow the procedural structure of a proceeding at the International Centre for Settlement of Investment Disputes (ICSID) — i.e., first covering registration of a request for arbitration under articles 25 and 36 of the ICSID Convention, then discussing preliminary objections under Rule 41(5) of the ICSID Rules of Arbitration, provisional measures, objections to jurisdiction, merits, and ending with quantum.

The objective of the seminar is to provide students interested in investment treaty arbitration and/or public international law with a solid understanding of the principles and judgments of the ICJ and other relevant public international law instruments, including the International Law Commission’s 2001 Articles on State Responsibility, which together form the basis for the rules and principles that guide investment treaty arbitration.

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.

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 will explore contemporary Islamic finance from a transactional vantage and with particular emphasis on structuring financial transactions and products. Islamic finance will be examined both as an application of Islamic religious law and ethics (shari’ah) and as an effort to create and operate a shari’ah-compliant economic system without interest payments and receipts and based upon a compliant risk-reward paradigm that maintains expected returns for the transactional parties. We will examine some of the core principles of the shari’ah and the methodology by which shari’ah compliance is determined (Shari’ah Supervisory Boards and the issuance of rulings (fatawa)). As a base, we will examine certain principles and precepts of shari’ah and the classical contractual and legal forms that have been approved as being shari’ah-compliant. Our paradigm will be the study of recent Islamic finance transactions in different financial categories and markets. As examples, we will consider, among other structures:

(a) lease (ijara) structures in real estate acquisition financings, construction and development financings and private equity transactions;

(b) commissioned construction and manufacture concepts (istisna’a) in real estate construction and development transactions and project financings;

(c) murabaha (sale at markup) arrangements pertaining to trade finance and working capital facilities;

(d) partnership (musharaqah) arrangements in acquisition financings, construction and development financings and project financing as well as more conventional joint venture arrangements;

(e) arboon (sale with downpayment) structures as they pertain to hedge fund activities, particularly short sales and options trading;

(f) rahn (pledge and mortgage) and adl (trusted person) concepts as they apply to project financings and collateral security structures;

(g) Islamic bond and securitization (sukuk) structures used in project finance, municipal finance, corporate finance and the capital markets; and

(h) international investment fund structures used for Islamic finance, including associated tax considerations.

In light of market realities, we will also consider conventional Western equivalents to certain shari’ah-compliant financial structures.

This three-credit survey course is designed to introduce students to the different dimensions of law and development, integrating legal, historical, academic, and practical models and approaches.  The course will cover a range of issues and substantive areas of law, including economic and social development and rule of law approaches; human rights law; comparative law; peace and security; international economic law (including trade, finance, aid, and investment);  labor, environmental, and health law; market regulation; institutional models for advancing law and development; gender; and sustainable development.  It will also examine the increasing role of technology and data in law and development and the connection between law and the United Nations Sustainable Development Goals (SDGs).  Throughout the semester, the course will explore how different areas of law address questions of equity, inclusiveness, vulnerability, and environmental sustainability.  There are no prerequisites for this course, and it is intended to be both an introduction to law and development and a complement to other course offerings at Georgetown Law.  

The course is divided into three parts.  The first part begins with an exploration of the foundations of law and development, including an examination of the issues, debates, and academic literature.  This portion of the course will examine the role of governments and institutions in law and development (including the World Bank, WTO, IMF, UN system, donor organizations, regional organizations, and others), as well as how rules are designed and implemented from the perspective of individual and community stakeholders.  Part I of the course will also highlight the evolution of different approaches, theories, and models within law and development, including economic approaches (structural change approaches, dependency theory, neoclassical/neoliberal approaches, endogenous growth theory, post-Washington consensus models, and others), promotion and criticism of rule of law approaches (legal pluralism, institutionalism and new institutional economics, constitutionalism, international vs. national law approaches, legal empowerment, informality, and others), and current movements such as law and political economy and TWAIL (Third World Approaches to International Law).   

The second part of the course will introduce students to the different substantive dimensions of law and development.  This segment will allow students to both understand the legal foundations of different aspects of law and development and explore intersections between different areas of law as they relate to development, highlighting the cross-cutting nature of law and development.  Topics will include human rights law, international economic law (finance, investment, and trade), conflict and resource control, gender and development, corruption and development, development assistance, and law and development aspects of health, environment, and climate change. 

The third part of the course will focus on issue-based and regional case studies, allowing students to apply what was covered in the first two parts of the course in different contexts and explore ways in which law has been – or could be – a driver for development.  Issue-focused case studies will include land tenure and contracts, labor, agriculture and food security, intellectual property rights, and data and development.  Regional case studies will include Africa, Asia (with some focus on China and India, among other countries), and Latin America.  In this part of the course, students will also assess which law and development approaches have been best suited to different circumstances, economies, cultures, and communities. 

Learning Objectives

The course has several interconnected learning objectives:

• Understand the legal, historical, economic, and political context of different aspects of law and development, individually and in relation to each other;
• Examine different normative approaches to law and development, globally and regionally;
• Interpret academic research, relevant excerpts from international treaties, provisions in bilateral and regional agreements, and laws and regulations, building an understanding of the inter-connected nature of different legal instruments;
• Assess law and development challenges facing governments and international institutions, identifying possible approaches and trade-offs;
• Understand how economic, social, and sustainable development can be further incorporated into soft and hard law, as well as international, regional, and national law;
• Introduce students to different roles for lawyers in the field of law and development; and
• Equip students with the knowledge and tools to approach law as a tool for promoting social, economic, and sustainable development. 

The interdisciplinary approach of this practicum - integrating law, business, and public policy - will be of interest to a broad spectrum of students. The practicum will appeal to students interested in becoming entrepreneurs or representing, working with, or investing in startup and early stage businesses, as well as students interested in social and economic justice movements and how innovative business and community development models can contribute to a more just world.  Finally, those interested in how public policy can facilitate the growth of the solidarity economy will find the policy innovations in financing and other areas spawned by this movement to be of great interest. 

The solidarity economy consists of enterprises and organizations like cooperatives, community land trusts, mutual benefit societies, foundations, and community anchored microbusinesses  The central aim of the solidarity economy is to build resident and community wealth by better balancing concerns for profit with concerns for people, communities, and the planet. 

It challenges the prevailing paradigms of individual self-interest, zero sum competition, the prioritization of growth over equity, and extractive forms of profit-maximization that build the wealth of those outside local communities often at the expense of those within them. The solidarity economy values shared ownership models of participatory and economic democracy, environmental sustainability, and more equitable distributions of income and wealth for those living within the communities in which economic activity is generated.  It is particularly interested in how this approach to ordering economic activity can promote equity by closing race, gendered, and place-based wealth gaps - a key driver in a broad spectrum of inequalities.  

SEMINAR: Our two-hour/week seminar functions like a Solidarity Economy Incubator for concepts the professor and/or his community partners are spearheading.  Students will develop skills around some combination of the following: case study and best practices research and analysis, market and financial feasibility studies, business, marketing, and operational planning.  For the seminar projects, students work under the supervision of the professor and seminar advisors.  The premise of the seminar project is that by understanding business models and plans, students can better fulfill their client’s legal needs and develop the capacity to evaluate key aspects of the client’s business.

FIELDWORK: In the field placement, students are supervised by attorneys partnering with the practicum.  In this role, they research legal issues, draft documents, and assist attorneys in advising clients affiliated with the Practicum.

Between the Seminar and Fieldwork Projects (15 hours a week), students gain valuable insight into both the legal and business dimensions of a growing solidarity economy movement that promotes racial, gender and place-based equity through models of shared ownership rooted in the principles of economic democracy.

In fieldwork practicum courses, students participate in weekly seminars and conduct related fieldwork at outside organizations. The interdisciplinary approach of this practicum - integrating law, business, and public policy - should interest a broad spectrum of students.

The practicum will appeal to students interested in becoming entrepreneurs or representing, working with, or investing in startup and early stage businesses, as well as students interested in social and economic justice movements and how innovative business and community development models can contribute to a more just world. Finally, those interested in how public policy can facilitate the growth of the solidarity economy, will find the policy innovations in financing and other areas spawned by this movement to be of great interest.

The solidarity economy is comprised of enterprises and organizations, in particular cooperatives, mutual benefit societies, associations, foundations and social enterprises, which produce goods, services and knowledge while pursuing both economic and social aims.

The central social aim of the solidarity economy is to center people and planet in economic systems rather than individual self-interest, zero sum competition, blind growth, and extractive forms of profit-maximization that build the wealth of those outside local communities rather than those within them. The solidarity economy values shared ownership models of participatory and economic democracy, environmental sustainability, and more equitable distributions of income and wealth for those living within the communities in which economic activity is generated. It is particularly interested in how this approach to ordering economic activity can help close race, gendered and place-based wealth gaps - a key driver of a broad spectrum of societal inequalities.

SEMINAR: The two-hour/week seminar functions like a Solidarity Economy Incubator for concepts the professor and/or his community development partners are spearheading. Students will develop skills around some combination of the following: case study and best practices research and analysis, market and financial feasibility studies, business, marketing, and operational planning. For the seminar projects, students work under the supervision of the professor and seminar advisors.  The premise of the seminar project is that by understanding business models and plans, students can better fulfill their client’s legal needs and develop the capacity to evaluate the viability of business ideas and plans.

FIELDWORK: In the field placement, students are supervised by attorneys partnering with the practicum. In this role, students research legal issues, draft documents, and advise clients affiliated with the Practicum.

Between the Seminar and Fieldwork Projects (21 hours a week), students gain valuable insight into both the legal and business planning dimensions of entrepreneurial ventures and the growing solidarity economy movement - one promoting racial, gendered and place-based equity through models of shared ownership rooted in participatory and economic democracy.

This is a course on identifying and resolving antitrust problems that arise in mergers and acquisitions. Using case studies of contemporary transactions ranging from simple negotiated acquisitions to hard-fought contested takeovers, we will examine anticipating antitrust problems and identifying possible defenses and solutions at the early stage of a deal when information is typically scare, performing more detailed analyses when more information becomes available, organizing the prosecution/defense of a transaction, navigating the DOJ/FTC merger review process, anticipating and structuring consent decree settlements, litigating merger antitrust cases, and negotiating provisions in merger agreements to allocate antitrust risk between the parties. The case studies will include such recent high-profile transactions as Hertz/Avis Budget/Dollar Thrifty, Halliburton/Baker Hughes, Staples/Office Depot, American Airlines/USAir, Comcast/NBCUniversal, Anheuser-Busch InBev/Grupo Modelo, Anthem/Cigna, and Nielsen/Arbitron. The course will be sufficiently self-contained for students interested in business combinations who have not taken an antitrust course. There will be several short, graded assignments throughout the course and a five-hour, open book, take-home examination at the end of the course.

Learning Objectives:

By the end of the course, a diligent student should be able to do the following:

1. Perform a preliminary merger analysis, spotting at a high-level both potential substantive issues and possible remedies, in common transaction scenarios involving public companies given only publicly available facts.
2. Describe the merger review process from the filing of an HSR premerger notification report through a preliminary investigation, second request investigation, and final arguments to the heads of the investigating agency. If the agency concludes that the deal has antitrust problems, be able to describe the process for negotiating consent decree relief.
3. Understand the major theories of antitrust harm that apply to mergers and acquisitions and the major types of defenses available to the merging parties and be able to apply them to an arbitrary transaction.
4. Structure a merger antitrust challenge (as the investigating staff) and a merger antitrust defense (as defense counsel) before the decision-making officials at the DOJ and FTC.
5. Anticipate and structure a consent decree remedy minimally satisfactory to the DOJ and FTC in light of their expressed concerns about a transaction.
6. Describe the basic considerations and timing implications of litigating a merger antitrust case, the standards for granting preliminary and permanent injunctive relief, what the government and the merging parties each must show to prevail, and the allocation of the burden of proof (both persuasion and going forward) between the two sides, and the strategic and tactical implications of these factors to the prosecution and defense of a merger antitrust case in court.
7. Describe the legal and strategic significance of the antitrust-relation provisions in an Agreement and Plan of Merger (e.g., reps and warranties on antitrust-related consents and approvals, merger control and litigation conditions precedents, general efforts covenants, conduct of business covenants, merger control filing covenants, investigation and litigation cooperation covenants, shift-shifting covenants (including covenants to divest businesses or assets if necessary to avoid an agency challenge or settle a litigation), antitrust reverse termination fees, purchase price adjustments for divestitures, damages for breach of antitrust-related covenants, ticking fees, “take or pay” provisions, termination provisions).

This course draws on legal principles and financial economics to understand mergers and acquisitions. The class will cover incentives for deals and constraints on them arising from both law and economic factors. Valuation and judicial review of defensive tactics, for example, are included in the topics to be studied. Individual and team assignments may be included as part of the class.

This course will cover the concepts and components that form the basis for an organization to implement a modern ethics and compliance program. This will use current examples on failures in organizations and discuss how an ethics and compliance program could have prevented or minimized the conduct.

By the end of the course, students should:

1) have a mastery of the basic elements of an effective compliance program (see U.S.S.G and OIG 7 elements) along with a basic understanding of how a risk-based assessment guides practitioners in building modern compliance programs; 2) have a basic knowledge of the relevant laws, regulations and guidances (including FCPA, UK Bribery Act, OECD Anti-bribery convention) that enforcement organizations, agencies and/or courts would apply to hold organizations/individuals accountable for ethics/compliance failings; 3) have a basic understanding of the tools used to help organizations implement an effective ethics and compliance program (from assessment frameworks, code of conduct, policies and procedures, to internal investigations, training approaches and hotlines, due diligence and screening tools); and 4) using real-world scenarios and case studies, gain a deeper understanding of the issues faced by modern organizations and how compliance programs are tailored to address current and emerging risks (such as data privacy concerns) and exhibit an ability to combine law, theory and tools to analyze how to mitigate ethical or compliance risk facing an organization.

All lawyers, irrespective of their specialty, must negotiate. This intensive, interactive seminar will explore the theoretical and practical aspects of negotiating and mediating transactions and disputes in our legal system. The goal is to improve students’ understanding of negotiation and mediation as well as their ability to negotiate effectively.

Students will learn to negotiate by studying the negotiation theory, concepts and principles, and by participating in simulations and exercises from a variety of practice areas. The simulations are designed to familiarize students with the negotiating and mediation processes, sensitize them to their own negotiating behaviors, teach them how to use a mediator in aid of their negotiations, and raise a number of ethical and practical questions. 

Through in-class negotiation exercises, students will develop and sharpen skills in the areas of listening, asking questions, creative thinking, and persuasive communication. Class lectures and discussions will focus on such topics as the difference between competitive and integrative bargaining, the psychological and ethical dimensions of negotiations, and the importance of context in choosing negotiation strategies. Students will be videotaped while conducting at least one of their negotiations, followed by instructor evaluation and feedback.

Grades are based on the quality of student participation, several short “think pieces” and journal entries based on in-class experience, readings and lectures, and a final 10-15 page paper.

The Workshop is intensive (9:00 a.m. - 4:30 p.m. for six sessions spread over two weekends). Full attendance and participation is required at all six sessions.

Learning Objectives:

• Familiarization with negotiation and mediation theory, concepts and principles.
• Deepening of behaviors, processes and mindsets required for effective negotiation and mediation.
• Sharpening skills in the areas of listening, asking questions, creative thinking, and persuasive communication.
• Engaging in reflective practice.
• Awareness of the role that assumptions, differences (e.g., culture, gender) and psychology play in shaping negotiation/conflict dynamics.

This interactive seminar is designed to teach both the theory and practice of negotiation. The goal is to improve students’ understanding of negotiation as well as their ability to negotiate effectively. Students will spend much of their time participating in negotiation exercises and simulations from a variety of practice areas. Through the in-class negotiation exercises, debriefings, and lectures, students will develop and sharpen skills in the areas of listening, asking questions, creative thinking, and persuasive communication. Class lectures and discussions will focus on such topics as the difference between competitive and integrative bargaining, the ethical dimensions of negotiations, the importance of reputations, and the value in planning and choosing negotiation strategies.
The seminar will meet during Week One (Monday - Friday). Attendance at all sessions is mandatory. The class sessions are designed to provide an environment that is conducive for all students to experiment with different negotiation skills and behaviors. Students are not graded on the outcomes or results of negotiations, but on commitment to the materials and exercises. 

This interactive seminar is designed to teach both the theory and practice of negotiation. The goal is to improve students’ understanding of negotiation as well as their ability to negotiate effectively. Students will spend much of their time participating in negotiation exercises and simulations from a variety of practice areas. Through the in-class negotiation exercises, debriefings, and lectures, students will develop and sharpen skills in the areas of listening, asking questions, creative thinking, and persuasive communication. Class lectures and discussions will focus on such topics as the difference between competitive and integrative bargaining, the ethical dimensions of negotiations, the importance of reputations, and the value in planning and choosing negotiation strategies.

A real world, practitioner’s perspective is critical to understanding the complexities of practice as a banking lawyer.  The law governing the regulation and supervision of banks and their affiliates is constantly developing and is one of the most intricate and interesting areas of U.S. law.  This two-hour lecture and discussion course is designed to provide students with the tools to develop a career in banking law and will explore a broad range of topics of interest to lawyers practicing banking law. 

Key topics include an introduction to the U.S. regulatory agencies involved in the supervision and regulation of banks, the powers and activities of banks and their affiliates, the important role of Federal deposit insurance, and the special procedures for resolving a failed bank.  In addition, the course will cover the special manner in which anti-trust laws apply to mergers and acquisitions involving banks and their affiliates, and review the process for chartering new financial institutions, such as fintechs and minority-owned depository institutions.  

The course will emphasize the unique regulatory framework applied to banks and the importance of racial equity in our financial system, including a focus on the Community Reinvestment Act and the policy response to address historic inequities in financial services.  The course will also explore a variety of hot topics in banking, such as digital currency, the rise of fintech companies, and the growing importance of environmental, social, and governance and other cutting-edge issues.

As the global financial system has grown increasingly sophisticated and interconnected, U.S. financial regulation also has become more complex and layered.  This course will introduce students to the foundations of the U.S. financial regulatory system and explore how regulation has developed over time. 

The course will include an overview of the structure of financial regulation in the U.S. and discuss the history and purpose of the relevant agencies’ authorities and missions.  In particular, using the most recent global financial crisis and the subsequent regulatory response as examples, the course will address the ability of the Federal financial regulators to address systemic risks. As part of this analysis, we will examine how effective financial regulation can contribute to systemic stability, consumer and investor protection, market efficiency, the prevention of financial crime, and more.  In addition, the course will consider remaining potential sources of failure in the U.S. financial regulatory system and how these weaknesses could be addressed.

This course provides an in-depth look at the structure of, and law applicable to, private funds, which are pooled investment vehicles generally operating outside of the scope of a number of significant U.S. Federal securities laws.  Among the investment vehicles we will study private equity, venture capital and hedge funds.

The course will begin with an overview of the private fund business in the United States followed by an examination of the exclusions and exceptions under the Investment Company Act of 1940 (the “ICA”) on which private funds and their managers typically seek to rely in operating beyond the reach of the ICA.  A second class relating to the ICA will examine provisions from which no exemptions covering private funds apply and the consequences to private funds and their managers arising from violating the ICA. 

The course will then turn to a consideration over a number of classes of what has become the centerpiece of the U.S. Federal securities laws regulating private funds, the Investment Advisers Act of 1940 (the IAA). The series of classes devoted to the IAA will in turn be followed by a class focused the application to private funds of the U.S. Federal employee benefits law, the Employee Retirement Income Security Act of 1974, as amended (“ERISA’), a class dealing with recent private fund “hot topics.” The next two classes will center on business and marketing considerations faced by investment advisers and managers when organizing and operating private funds and significant business terms and conditions in private fund documents. 

The last two classes of the semester will be a “practicum” designed to introduce you to a business/legal situation a practitioner in the private fund area could typically face today. We’ll choose the subject of the practicum with student input around the midpoint of the semester. 

Governments throughout the United States and globally are faced with acute demands for new or renewed infrastructure (e.g., highways, railways, courthouses, ports, bridges), but frequently the means and specialized expertise necessary to undertake and operate these critical facilities are deficient. Through public-private partnerships (PPPs), private actors can provide the capital necessary for public infrastructure, as well the expertise to construct and operate it. Properly structured, such transactions can offer significant cost savings of the life of the assets as well as significantly shorter development and construction periods (“speed to market”). Drawing on the lessons and techniques developed for project finance, PPPs represent innovative cooperative arrangements between governments and private entities to provide such infrastructure. Through readings, class discussions and case studies, the course will equip students with the fundamentals needed to evaluate, structure and negotiate the legal aspects of PPP formation, implementation and management.

The objective of this 1 credit course is to introduce students to the relationship between international laws governing foreign investment and efforts to protect and promote human health.  The course will examine the extent to which bilateral investment treaties (BITs) and investment chapters in trade agreements limit domestic regulatory autonomy, particularly in the field of public health.
International investment law is comprised of over 3000 BITs, which govern the acceptance and treatment of foreign investment.  BITs impose various rules limiting the freedom of domestic policy-makers, including rules governing national treatment, most-favored-nation treatment (principles of non-discrimination), fair and equitable treatment, and expropriation. Foreign investors, including trans-national corporations, are increasingly using these rules to challenge domestic regulations such as public health measures.

The course will address:

1. the theoretical perspectives underlying the international law of investment and the concept of police powers (particularly the power to protect health);
2. the different types of legal tests used to determine the regulatory legitimacy of a measure as well as the impact of varying standards of proof on analysis of this type;
3. rules governing expropriation of property rights and the circumstances in which health and environmental health measures might be considered equivalent to expropriation;
4. rules governing fair and equitable treatment as used in determining the legitimacy of domestic regulatory measures;
5. rules governing non-discrimination and their potential impact on domestic health measures that are non-discriminatory in form;
6. rules governing arbitrary or discriminatory measures; and
7. procedural issues relating to the participation of civil society in the negotiation of investment treaties and the settlement of investment disputes.

There are no prerequisites for the course, although familiarity with international law or global health law is desirable.  The course is ideal for students in the Global Health Law LLM program or for other students wanting a course on international investment law.

This course will focus on US federal and state laws and regulations affecting commodities (e.g., energy, GHG emissions, agriculture, metals, forex, cryptocurrency) and the related derivatives (i.e., swaps, futures, and options) markets. Topics include: (1) overview of the origins of derivatives and commodity trading generally; (2) the concepts of hedging and speculation; (3) the evolution of the Commodity Exchange Act of 1936 (CEA); (4) the current jurisdiction of the Commodity Futures Trading Commission (CFTC) and the Securities and Exchange Commission (SEC) in the post-Dodd-Frank world; (5) application of commodity trading and derivatives statutes, regulations and Congressional proposals for new products, such as bitcoin, blockchain and other FinTech innovations; (6) analysis of energy and emissions-based derivatives as well as ESG and climate change mitigation policies; (7) discussion of recent developments in exchange trading, such as De-Fi and event contract trading; (8) registration and regulation of market participants, such as brokers, hedge fund operators, investment advisers, swap dealers, cryptocurrency intermediaries; (9) administrative and injunctive enforcement powers involving violations of the CEA; (10) current developments in self-regulatory oversight; (11) documentation of derivatives (e.g., ISDA) and commodity transactions; and (12) foreign market access to commodity and derivatives trading and developments in the EU and Asia.

Students who complete this course will have a solid understanding of the CEA and CFTC’s rules and regulations under the CEA as well as federal relevant cases. In addition to learning the black-letter law, the students will learn how derivatives and commodities markets work in the US and overseas and how securities, energy, emissions, agricultural and financial markets interact with these markets. Through a series of in-class exercises culminating with the final paper students will develop their research, analytical and writing skills.

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.

Crisis often brings change. The stock market crash of 1929 prompted Congressional hearings that eventually produced revolutionary legislation: the Securities Act of 1933, which regulated U.S. securities offerings; and the Securities Exchange Act of 1934, which regulated securities markets and established the SEC. Like the financial meltdown 80 years ago, the recent financial crisis has sparked a critique of the U.S. financial regulatory system. Having witnessed a Ponzi scheme of unprecedented magnitude and the near decimation of venerable Wall Street firms, scholars, lawmakers, regulators, and investors have questioned the appropriateness of our current regulatory framework and the role of the SEC.

The first part of the course will focus on understanding the events that prompted the 1933 Act, the 1934 Act, the Investment Company of 1940, the Investment Advisers Act of 1940, and the establishment and growth of the SEC. Perhaps not surprisingly, many of those same policy considerations are driving current discussions within the Commission, in Congress, and in the Administration. The second part of the course will examine particular aspects of securities regulation from both substantive and organizational viewpoints, including the regulation of public companies, investment companies, and investment advisors, with an emphasis on the inner workings of the SEC. We will study the current functions played by the Commission’s various divisions and offices as we explore the pros and cons of the existing regulatory architecture and the initiatives under consideration at the SEC and within Congress. The final segment of the course will focus on the future of the SEC and financial regulation in the U.S. We will review reform proposals and other ideas for reorganizing the system. We will have speakers including present and former senior officials from the SEC and the financial industry.

This course is open to both JD and LLM students and is recommended for students who wish to gain a deeper understanding of the SEC or may be considering an externship with the Commission.

Examines the business and tax issues encountered when using either an S corporation, a limited liability company, or a combination. Most of the course focuses on S corporation taxation rules including eligibility requirements, elections, revocations and terminations, corporate level taxes, distributions, loss utilization, compensation planning, and merger and acquisition transactions. Regarding limited liability companies (LLC), areas covered are formation and classification, conversions, application of partnership rules, and compensation. Business considerations and practical tax planning opportunities, as well as choice of entity fundamentals, are highlighted throughout the course.

This course examines all aspects of the SEC’s enforcement process, from the opening of an investigation through its resolution, whether by settlement, litigation, or closure without enforcement action. We consider strategic considerations from both the SEC's and defense practitioner's perspective at every critical juncture of an investigation, including whether to self-report and cooperate, whether to assert and how to protect privileges, and how to engage with the SEC before, during, and after the Wells process. We also discuss the overlapping roles of federal and state criminal and civil regulatory authorities. We examine internal investigations, whistleblowers, the ethical obligations of counsel, and review the SEC’s current areas of enforcement focus --insider trading, financial fraud, investment advisors, gatekeepers, Ponzi and pyramid schemes, and the Foreign Corrupt Practices Act. We survey the various contexts in which claims under the securities laws may be pursued, including litigation with the SEC and other regulators and class and derivative actions. We use important historical precedents as well as current SEC enforcement developments as the basis for class discussion.

The Internet has become more important than ever to today’s investors. Similar to the change ATM machines brought to retail banking, the Internet has now given Investors the ability to trade without human interaction. Over the last several decades this change has dramatically reduced transaction costs (commission and time), but securities regulators must constantly play catch up. Consequently, in the area of securities, investments, finance and commerce, the Internet can often seem akin to the Wild West, with the pioneers and entrepreneurs struggling within an uncharted territory of the securities laws. This course focuses on four important areas of concern for the securities lawyer: offerings conducted over the Internet, including via more opaque SPAC vehicles, and the impact of the 2012 JOBS Act; trading facilities and market centers operating over the Internet and the increasingly dark market; giving investment advice over the Internet and the importance of social media; and SEC Enforcement issues and the Internet. This course covers the nuts and bolts of the securities laws in each of the areas, and then applies existing statutes, rules and regulations to ongoing Internet activities. Finally, we will explore the growing debate over the current and potential increased regulation of cryptocurrencies and other digital assets and how various regulators fall into the existing regulatory framework.

This course involves the study of the disclosure philosophy of the federal securities laws and the nature and regulation of the securities markets. The relevant statutes are the Securities Act of 1933 and the Securities Exchange Act of 1934. Among the specific topics covered are registration and exemptions under the 1933 Act and civil liabilities under both the 1933 and 1934 Acts. The class also studies the economics of disclosure and liability rules and the workings of an efficient market.

Professor Langevoort's course is for 4 credit hours.

This course focuses on the federal securities laws and the nature and regulation of the U.S. securities markets. The relevant statutes are the Securities Act of 1933 and the Securities Exchange Act of 1934. Among other topics, the course introduces students to registration requirements and exemptions under the 1933 Act and the disclosure obligations and the liability provisions under both the 1933 and the 1934 Acts. This course covers similar territory as the 3- and 4-credit versions of Securities Regulation, but its primary focus is on the core principles and practical aspects of the registration and disclosure requirements, including their historical background. This course would be appropriate for foreign-trained lawyers pursuing the LL.M. degree in Securities and Financial Regulation and for J.D. students desiring an overview of this area.

In this course we will study the disclosure philosophy of the federal securities laws and the nature and regulation of securities, securities markets and market participants. The primary statutes we will cover are the Securities Act of 1933, or the ‘33 Act, and the Securities Exchange Act of 1934, or the ‘34 Act, including recent amendments such as Dodd-Frank and the JOBS Act, as administered primarily by the U.S. Securities and Exchange Commission. Major topics include the registration requirements for securities transactions and exemptions from these requirements, the concept of materiality, issuer reporting requirements under the ‘34 Act and civil liabilities for securities law violations. At times, our discussions will also touch on relevant economic and policy underpinnings and current events.

This course explores the regulation of the U.S. capital markets through an introduction to two of the most important federal securities laws: the Securities Act of 1933 and the Securities Exchange Act of 1934.  Topics include the definition of a security, the registration of securities and transactions under the Securities Act (and applicable exemptions), periodic disclosure requirements for public companies, the duties of participants in securities transactions, the anti-fraud rules, and the applicability of federal securities laws to transnational transactions.  A particular focus will be on core principles and practical aspects, noting how securities regulation responds to changes in technology, globalization, and capital market structure.  The course is particularly useful for students pursuing careers in business law, litigation, capital markets, investment banking, and/or private equity, and it is appropriate for foreign-trained lawyers pursuing the LL.M. degree in Securities and Financial Regulation and for J.D. students desiring an overview of this area.

This seminar will focus on how shareholders exercise power over the modern public corporation through the shareholder vote. The shareholder vote has become the main contested domain in which shareholders can influence firm policies —or replace management altogether. Historically, these battles have centered around how the firm should be run to maximize stock returns. In recent years, struggles have expanded to contests over the firm’s environmental and social impact—and what the very purpose of the corporation should be.

Each week will center around a major academic debate in the space. The glue binding the topics is the allocation and exercise of power between management and shareholders. Most readings will be excerpts from academic papers, both in the legal literature and economics literature, with occasional excerpts from other materials. Class discussion will include a basic introduction to the empirical techniques used in some papers. 2-credit seminar students will be required to submit, before eight sessions of the student’s choosing throughout the semester, 500-word memoranda that critically analyze the readings for that week. 3-credit writing requirement students will be required to submit a final paper that satisfies the upper-level writing requirement (6,000 words).

Student Learning Objectives: The aims for this seminar are as follows:

1. For students to acquire a thorough understanding of the historical and current academic debates around shareholder power and shareholder voting;
2. For students to develop a basic facility with economic papers and methodology as it relates to this topic; and
3. For students to write critically on these debates and related policy.

While arbitration is most often thought of as an alternative to litigation in national courts, arbitration between sovereign states developed as an alternative to war. This course examines the use of arbitration to resolve the most complex and politically sensitive disputes between governments.

Drawing heavily on the experience of the Permanent Court of Arbitration, students will learn the reasons for the renaissance of this form of dispute settlement and how it differs from more conventional forms of arbitration and from international courts with pre-appointed judges. Students will evaluate arbitration's effectiveness in a series of recent high-profile cases. The course will include video clips of hearings and interactive exercises.

This course will focus on the practical deal-making aspects of structuring transactions involving non-profits and for-profits, with focus on the rules governing joint ventures (designing a joint venture policy), choice of entity issues, hospital and health care industry deals, low income housing tax credit issues, historic and energy tax credits, new markets tax credit transactions, environmental and conservation ventures, university joint ventures (e.g., distance learning, faculty research and pouring rights), impact investing, social benefit corporations (Hobby Lobby case) and valuation and reasonable compensation issues. It will include negotiating strategies (key structural issues, how to educate the for-profit party, “must-have” deal terms); case studies with students taking sides in negotiating the deal; Congressional outlook (political and lobbying) and “hot” UBIT topics. The course will feature guest lecturers from the Treasury, IRS and the private sector, including in-house general counsel of tax exempt organizations. The course will require a 20 page (approx.) paper.

The biggest challenge of a multistate tax practice is dealing with the practical issues of multiple states with sometimes conflicting laws and regulations. Most companies operate in multistate environment and must learn how to apply their operational realities to a patchwork of state and local tax laws and regulations. With telecommuting, internet and other work options, and a fluid workforce, this course will also review the state and local tax rules for employers/employees and individuals.

This course reviews the basic concepts that govern multistate taxation on an operational level and detailed practice and procedures guidelines. The issues surrounding audits and record access will be discussed along with the use of tools such as managed audits and voluntary disclosures. Appeals on administrative and judicial levels will be reviewed with an emphasis on statute of limitation, de novo and other issues. Additionally, this course will provide a review of the relationships between the states, information sharing between and among the states and the federal government, and the natural tension between taxpayers and the state revenue departments.

Learning objectives:

Gain an understanding of the practical aspects of state and local taxation. This understanding will prepare you to take on real time state tax projects with a client perspective. The class will also provide you with an understanding of state and local learning resources to gain the needed information to define and complete state and local tax projects.

This course discusses the basic principles of state and local taxation, focusing primarily on state income and franchise taxes. The course provides an overview of the limitations of state taxation provided by the Due Process and Commerce Clauses of the U.S. Constitution as well as selected federal statutes that pre-empt state taxation. The course discusses conformity with federal tax laws and introduces the student to the state tax concepts of unitary business principle and formulary apportionment. In addition to corporate income and franchise tax issues, the course will discuss issues relating to passthrough entities, common planning strategies, states’ authority to challenge positions taken by taxpayers, and taxation of non-U.S. income and non-U.S. taxpayers.

This course, in conjunction with the state and local income and sales and use tax courses, is intended to complete a foundational overview of primary state and local taxes, fees and other charges (“taxes”) imposed on manufacturing and mercantile entities, as well as select industries operating in a multijurisdictional environment. Included among the areas that are reviewed in this course, on a comparative law basis are: ad valorem taxes imposed on real, tangible and intangible property, as well as select federal provisions, such as that found in the Railroad Revitalization and Regulatory Reform Act (4-R Act) of 1976; escheat/unclaimed funds laws; net worth taxes; transfer taxes, including those imposed on the transfer of “controlling” real property interests; select excise taxes, including those imposed on telecommunication and natural resource companies; withholding taxes, including state equivalents to the federal withholding tax imposed by Foreign Investment in Real Property Tax Act” (FIRPTA) rules; unemployment taxes, including State Unemployment Tax Act (SUTA) dumping provisions; statutory and negotiated tax incentives; privilege and retaliatory taxes; and, business license taxes and fees. By presenting the above topics in a comparative laws context, nonuniform principles, policies, jurisprudence and administrative positions confronting the multijurisdictional business operating in multistate environment are brought to light and will serve as one of the primary themes of this course.

This course provides an in-depth examination of Sales & Use taxes. These taxes make up approximately half of all state tax revenues. The course focuses on fundamental principles of the Sales & Use tax regime by reviewing seminal and recent cases on the subject. The course also discusses U.S. Constitutional limitations applicable to Sales & Use taxes and state efforts to bypass these limitations.  Finally, we will discuss current issues in the field of Sales & Use taxation, including application of Sales & Use taxes to remote electronic commerce and marketplace facilitators. 

The class will address the need for companies and individual creators to strategically manage their intellectual property assets. Students will study approaches to managing patents, copyrights, trademarks and trade secrets through the spectrum of activities including creation and ownership of intellectual property; its acquisition, sale and license; due diligence and disclosure issues; protection and enforcement of rights; and litigation. The class will cover case law and real world business dynamics and provide students with insights into the role and responsibilities of in-house counsel and outside lawyers in this process. As part of the course, there will be an assignment of a corporate case study project to teams of at least two students. It will involve communication with legal representatives from the companies in the study project who have agreed to be available to the students.

Students will be evaluated based on class attendance and individual class participation; team participation and completion of team written and oral presentations related to the corporate case studies; and written assignments including a final individual paper.

Learning Objectives:

By the conclusion of the course, students will have the ability to apply intellectual property law effectively in business situations and also gain experience with some of the skills necessary in counseling business executives, inventors and others about their intellectual property assets.

This course provides a general overview of the federal labor and tax law policies and principles that apply to employment-based retirement plans, health care plans, and executive compensation arrangements. Students will examine the principles of the Internal Revenue Code and ERISA that govern the form and operation of employer-sponsored plans, especially tax-qualified pension plans, executive compensation arrangements and welfare plans (with a focus on health care). This class will concentrate on the structure and basic rules that govern such arrangements. In the context of tax-qualified and nonqualified plans and health and welfare programs, this course will explore plan administration, fiduciary duties, claims appeals and litigation.

This course is designed as a survey course for those students not pursuing a SALT Certificate in conjunction with their LL.M. in Taxation, Executive LL.M. in Taxation, or MSL Program. The course begins by first introducing the student to the dynamics and taxonomy of SALT, and why (out of necessity) the study of subnational taxes must vary from the “classic” pedagogy of most LL.M. – Tax programs that have come to focus and build on a study of the differing subchapters of the Internal Revenue Code.  Next, the course explores important subnational topics not encountered in the study of federal corporate income taxes, such as federal limitations on the powers of subnational governments to tax.  To close the course, the student will be presented with a case study and a comparative law analysis that will provide them insight into analytical approaches employed by interdisciplinary tax teams made-up of international, federal and subnational tax specialists assigned to deal with enterprise restructurings.

SALT issues unique to following types of taxes will be explored: income based taxes; sales and use taxes; ad valorem taxes; unemployment taxes; real estate and controlling-interest taxes; transfer taxes; gross receipts taxes; capital stock (net worth based) taxes; excise taxes; and, other taxes to illustrate the diversity of subnational levies and how they can be of critical importance to select industries and their advisors, e.g., such as the insurance industry (premium and retaliatory taxes); the natural resource industry (severance taxes); the communication industry (telecommunication taxes); and, the health care industry (hospital and medical provider taxes).

In addition to overviewing key taxes, the course will introduce the student to other important topics that routinely engage multijurisdictional enterprises, including: unclaimed property (“escheat”) audits; issues implicated by operations and transactions within and without the U.S.; statutory and negotiated tax and non-tax incentives; and, the nonuniform taxing and sourcing rules that face unincorporated multijurisdictional enterprises and their owners that choose to operate through partnerships, limited liability companies, S Corporations or joint ventures.

The topic of international transfer pricing – that is, how a business conducting operations in a number of different countries should divide its taxable income among those countries – remains among the most practically important of international tax issues. This course seeks to provide an introduction to the United States' principals and current practice of international transfer pricing, as well as some understanding of the historical and conceptual basis of the current system. Specific goals of the course are to assist foreign students in gaining a general perspective on the United States system and to provide domestic students and practitioners a sufficient level of understanding of the area and practices to provide a platform for the development of further interest in the area.

Sustainability issues such as climate change, human rights and racial justice have become the defining challenges of business. International corporations must navigate a complex web of regulatory and policy challenges to assure their long-term viability. In response to statutory, investor and customer pressures, Environmental, Social and Governance (ESG) factors are fundamental to how Boards and Senior Executives are valuing strategic opportunities and their overall risk profile. Lawyers will play an increasingly critical role in advising on trends related to: (i) the greater integration of sustainability within policy and legislation; (ii) the appetite of investors for ESG considerations within their investment portfolios; (iii) the demand for greater transparency and uniform disclosure; (iv) the growth of green and social impact investment products; and (v) the heightened calls for racial equity and social justice. This course will provide a general overview of the statutory and regulatory frameworks required to advise businesses on these ESG challenges and explore how evolving interpretations of “fiduciary duty” and “corporate purpose” may help or hinder the ability of business to make a meaningful impact on climate change and other social issues.

Learning Objectives:

At the conclusion of the class, students should be able to:

• Identify the key legal ESG issues involved in corporate transactions (investments, acquisitions and due diligence);
• Understand how risks can be mitigated related to climate change litigation and other ESG claims; and
• Evaluate the effectiveness of policy initiatives designed to increase the social impact of business.

This course provides a broad overview of mergers and acquisitions. This course will provide a framework for students to understand the merger and acquisition environment, to analyze M&A transactions, to develop opinions about them, to design M&A transactions, including friendly deals, hostiles, leveraged buyouts, mergers of equals, and cross border situations and covers topics such as the structures commonly used in M&A transactions, securities laws affecting M&A transactions, strategies employed by the acquiring company and the target firm in negotiating an acquisition, the roles and responsibilities of stakeholders in responding to an acquisition proposal, takeover defenses employed by target companies, the structure of an acquisition agreement, and the techniques for effective drafting of transaction documents.

This Tax Court Advocacy workshop provides students a chance to use substantive tax law to learn Tax Court litigation skills. Using tax law frequently involved in individual income tax matters, the course covers the cycle of an individual income tax dispute with the IRS, beginning at the administrative level and culminating in a mock Tax Court trial and consideration of possible appeal to the United States Court of Appeals. We start with an overview of income tax issues in individual taxpayer case studies that form the foundation of the course and give rise to frequent litigation.  Acting as either lawyer for the taxpayer or the IRS in hypothetical cases, students will conduct client or witness interviews, prepare IRS administrative filings, Tax Court petitions or answers, pre-trial memoranda and briefs, and engage in other exercises designed to impart the skills of effective Tax Court advocacy and to convey a practical understanding of the tax controversy process. An introductory course in taxation is a prerequisite. A course in tax practice and procedure is recommended but not required. Students will be graded on written assignments and on class performance during the semester.  The course does not have a final written exam.

This seminar will examine the tax planning for recent public M&A deals from the practical vantage points of tax counsel advising the buyer and the seller. The principal focus will be on: (1) the tax structure utilized; (2) the tax representations, warranties, covenants, and indemnification provisions in the acquisition documents, along with any tax-sharing agreements; (3) the tax disclosure discussion in the proxy/prospectus delivered to the shareholders; and (4) the form of tax opinions provided by the buyer’s and the seller's tax counsel.

Examines on an interactive and pragmatic basis the effect of federal income taxes on the real estate market and real estate transactions; sales (including installment sales) and like kind exchanges of real estate interests; the choice of various entities (including partnerships, limited partnerships, LLCs, S corporations and REITs) for the ownership and development of real estate; the impact of taxes on the landlord and tenant; the tax impact of creative financing techniques, such as the sale-leaseback; basis (including at-risk) and basis adjustments; passive activity loss limitations; and the tax consequences of foreclosures, bankruptcies, and work-outs.

Examines the administration and enforcement of the Internal Revenue Code, including types of guidance, preparation and filing of returns, audit procedures (including centralized partnership audit procedures), administrative appeals, deficiencies, assessments, closing agreements, collection, civil penalties applicable to taxpayers and practitioners, criminal tax penalties, interest, refund claims, statutes of limitations, and practice before the IRS.

Studies problems and considerations arising in the litigation of federal tax cases before the U.S. Tax Court, District Court, and the Court of Federal Claims, including jurisdictional, procedural, ethical and evidentiary issues. Practical problems of choice of forum, pleadings, discovery, privileges and tax trial practice are surveyed. Considerable attention is given to IRS summons enforcement litigation, privileges, civil collection, levy and distraint, collection due process, criminal tax litigation, and the tax lien and its priorities. Government attorneys, practicing attorneys, and U.S. Tax Court Judges are utilized as guest lecturers on some of the subject matter.  This is a comprehensive course covering all aspects of tax litigation. 

This course will cover the basic concepts of tax research and tax-specific writing techniques and skills. We will cover legislative, administrative, judicial, and secondary sources of authority. We will discuss where these materials can be located, the extent to which these materials are available electronically, and other practical aspects of researching tax issues in private practice and as an IRS attorney. We will also talk about the relative weight to be given to these various authorities. Finally, we will review why taxpayers and practitioners must be aware of and consider the relative weight of the various authorities covered in the course.

We will also focus on developing effective writing skills. The ability to accurately convey one’s thoughts in a written work product is an essential skill in the legal profession. The strength of a legal argument depends not only on the sources of authority cited but also on the manner in which those authorities are presented. Students will practice the research and writing skills developed in class by drafting a piece of tax-related writing throughout the course of the semester, receiving feedback and editing the draft along the way.

The “tax research” portion of the course will cover the hierarchy of authority and other information sources most relevant to tax lawyers.  We will begin with an overview of the federal tax legislative and regulatory processes and their research trails.  Next, we will explore the universe of subregulatory guidance, written determinations, and other information produced by the Department of the Treasury and the Internal Revenue Service.  Then, we will dive into the world of judicial opinions and examine the three choices of forum available for litigating a federal tax dispute.  The final “tax research” class will focus in depth on U.S. international tax research and, in particular, on tax treaties and the role thereof in the U.S. tax system.  Students will complete weekly practice-oriented research assignments to develop a working familiarity with where this authority or other information can be found and the relative weight thereof.

The “writing” portion of the course will focus on developing effective legal writing skills.  The ability to succinctly—and authoritatively—convey one’s thoughts in a written work product is an essential skill in the legal profession.  The strength of a legal argument depends not only on the sources of authority cited but also on the manner in which those authorities are presented.  Students will apply their legal research and writing skills in completing a graded analytical writing assignment (e.g., research memorandum, opinion letter), along with a short persuasive writing exercise, on a timely federal tax issue.

International tax treaties determine why hedge funds are located where they are, how motion pictures are financed, whether the dispatch of employees abroad is economical, and why financial assets follow prescribed international paths. They determine why Netherlands and Luxembourg have a large positive balance of trade with the United States, and why recording studios are established in the Caribbean. They determine whether bank accounts in Switzerland and Liechtenstein are really secret. While tax treaties ostensibly are only about dividing up tax bases between countries and exchanging information between sovereigns, in reality they channel the flow of investment and development in the global economy.

This course assumes that students have some familiarity with basic tax treaty concepts and examines how provisions of the OECD Model Treaty and the United States Model Treaty are used by tax practitioners to achieve specific business objectives. Students will acquire an understanding of how treaty provisions help shape economic and financial decisions in different industries and economic sectors. The course uses examples drawn from actual practice to illustrate the creative use of tax treaty provisions. It is designed to be an interactive experience, with students working on case studies, discussing alternative approaches, and using different jurisdictions and changes in the form of the underlying transaction to achieve desirable tax results.

Learning objectives:

This course is intended to teach the concepts underlying the United States Model Tax Treaty and the OECD Model Tax Treaty. By the end of the course, students are expected to understand how tax treaties are organized and be able to apply the model tax treaties to factual situations in which the tax treaties are applicable.

At the same time, the course is intended to challenge the student to be aware of the ethical challenges and risks of practice in the area of international taxation. More and more, tax authorities are not only looking to penalize a taxpayer for improper tax planning, but also the tax advisor who recommended the course of action followed by the taxpayer. By the end of the course, students are expected to be able to understand where the borders of ethical behavior are when developing international tax structures and to be able to analyze risks to the clients and themselves when working in this area.

Finally, the course is intended to reinforce principles of close reading and attention to the specific wording used in the tax treaties and cases interpreting the tax treaties. By the end of the course, students are expected to be able to read and understand why specific words are used in tax treaties and the significance of these words.

This is a basic tax treaty course. It will cover fundamental tax treaty concepts such as residency, permanent establishment, business profits, limitation on benefits, and relief from double taxation (including operation of the U.S. foreign tax credit rules). There will be an overview of treaty provisions that apply to investment income and income from the performance of services. In addition, students will learn about the interaction of tax treaties with U.S. domestic tax law, the role of international organizations in interpreting tax treaties, procedures for resolving tax treaty disputes through the competent authority process, and strategies for researching tax treaties. This course is designed for students with little or no background in tax treaties. However, students will be expected to have a basic understanding of the U.S. tax rules that apply to foreign persons who receive income from the United States and U.S. persons who receive income from abroad. The course will be based primarily on the United States Model Income Tax Convention, together with selected case law and administrative authority. We will also look at selected provisions of the OECD Model Tax Convention.

Studies the treatment of charities and other nonprofit organizations, including private foundations, churches, hospitals, trade associations, social clubs, and political organizations under the federal income tax law. Among the topics covered are the characteristics of the various classes of exempt organizations, the legislative policies underlying their exemption from tax, problems associated with qualification for and retention of exemption, joint ventures, the unrelated business income tax including corporate sponsorship, the declaratory judgment remedy, implications of racial discrimination, international activities and the treatment of lobbying and political expenditures.

The course will explore selected federal income tax issues relating to financial instruments and transactions. Major topics will include the legal and economic characteristics of indebtedness, equity, and derivatives, the fundamentals of the original issue discount (OID) rules, market discount and bond premium, variable rate and contingent payment debt instruments, the fundamentals of the tax rules for derivatives, hedging transactions, and anti-abuse rules such as straddles, wash sales, constructive sales, and conversion transactions.

This course examines in-depth the provisions of Subchapter K of the Internal Revenue Code and the regulations thereunder as they apply to the life cycle of a partnership, from formation to liquidation. Students will be able to evaluate the tax consequences of the most common partnership transactions, including the acquisition of a partnership interest, compensation of a service partner, distributions by the partnership to partners, and transfers of partnership interests. In addition, students will understand the mechanics and implications of profit and loss allocations, liability allocations, allocations with respect to built-in gain property and disguised sales of property between a partner and a partnership. Students will also have a basic understanding of partnership tax accounting, including creating and maintaining tax and book balance sheets.

This course examines in-depth the provisions of Subchapter K of the Internal Revenue Code and the regulations thereunder. Attention is given to the tax issues arising upon the formation, operation and liquidation of a partnership, including the consequences of acquisitions of partnership interests, distributions by the partnership to partners, the optional adjustment to basis of partnership property, the transfer of partnership interests, and current topics in partnership taxation.

This course examines in-depth the provisions of Subchapter K of the Internal Revenue Code and the regulations thereunder. Attention is given to the tax issues arising upon the formation, operation and liquidation of a partnership, including the consequences of acquisitions of partnership interests, distributions by the partnership to partners, the optional adjustment to basis of partnership property, the transfer of partnership interests, and current topics in partnership taxation.

Explores the federal income tax consequences arising from sales, exchanges, and other dispositions of property. Principal issues considered include determination of the taxable event; ascertainment of basis and amount realized; ascertainment of gain or loss; limitations on the allowability of losses, including the at-risk and passive activity loss provisions; and the relevance of the capital/ordinary gain or loss distinction and the original issue discount rules. The course includes an analysis of certain major non-recognition provisions, including like-kind exchanges and involuntary conversions and replacements. The course also includes an examination of the taxation of deferred payment sales, including the effect of taxpayer's method of accounting and the availability and operation of the installment method.

Nowhere have the recent changes wrought by technological innovation been more visible than in the financial industry.  Algorithmic robots (algo bots) can scan the equivalent of thousands of pages of information and make trading decisions based on that material in fractions of a second. People who might not be able to afford a human financial advisor can get financial advice from robots by enrolling in a “robo-advisory” service to help manage their investments. Virtual currencies such as Bitcoin and initial token offerings (ICOs) have the potential to revolutionize the financial markets. Financial institutions are taking steps to use blockchains and distributed ledger technologies to clear and settle trades in financial instruments and other transactions in a manner that upends traditional processes in this area. Data about human behavior is being collected and used in ways that had not been imagined only ten or so years ago, from uncovering financial market trends via social media sentiment analysis to discerning the success of commodities businesses by scrutinizing satellite images.   

"FinTech” is short for “financial technology,” and the term is broadly used to refer to technologies applied to financial services and within financial institutions.  This course explores some of the complex, cutting-edge legal issues that are arising at the intersection of technological innovation, business, finance, and the law.  The course will introduce several of the primary FinTech innovations and explore with students if, and how, the relevant laws and regulations apply to these new business models. This course provides a guided tour of the major legal and policy issues in banking, financial market regulation, insurance, business-entity law, and data privacy/protection that have resulted from FinTech innovations.  Accordingly, much of the course involves looking at how the existing laws and regulations governing securities, derivatives (including futures and swaps), payment systems, and banking activities apply to innovative financial products and services.   

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.

Federal employees and contractors safeguard our nation’s most sensitive information and secrets. However, many do not consider that national security is a major consideration when employing civil servants or making decisions regarding their continued employment.  As of 2017, over 4.3 million Americans possess a security clearance and even more have access to sensitive, unclassified information. Security clearances and suitability reviews assess the reliability, trustworthiness, and character of prospective employees. 

Because security clearance and suitability adjudications often determine whether a person is hired - and in some cases, fired - they invoke the application of employment protections under laws such as Title VII of the Civil Rights Act of 1964, Age Discrimination in Employment Act of 1967, and the Americans with Disabilities Act Amendments Act of 2008. The decision to deny employment based on a security clearance or suitability decision is considered an adverse action. While some actions are subject to judicial and/or administrative court review, others are not.  Therefore, executive orders, federal regulations, and agency guidance are necessary to ensure that vetting is both thorough and fair. In the last decade, courts and agencies have grappled with issues ranging from discrimination to the stigmatization of mental health issues in security clearance and suitability adjudications.

This course will examine the intersectionality of national security issues and employment; specifically, how national security concerns shape vetting in federal employment from security clearances to suitability reviews. Moreover, it will serve as an introduction to understanding the interplay of federal case law, executive orders, federal regulations, and agency guidance in this area.

Automated systems and artificial intelligence (AI) soon will be like electricity—an ever-present technology that enables many aspects of modern society to function smoothly while operating largely in the background.  Internet-connected “smart” refrigerators and kitchen shelves in “smart” homes will order food items automatically, without human direction, when existing supplies are running low.  Factories are increasingly becoming completely automated, operated by robots that can work 24-hours a day in the dark.  AI even can handle tasks that are currently performed by doctors, attorneys, and human resources executives.  For example, computer algorithms can diagnose illnesses in patients and review documents and contracts for legal and regulatory issues.  AI systems can select the job applicants that firms call in for interviews, and then use facial recognition technology to analyze video-recordings of the interviews to determine which applicants were enthusiastic, bored, or dishonest.  Automated systems already control much of the trading on stock and futures exchanges.  Regular people who want investment advice and guidance can use their smartphones to enroll in AI-powered robo-advisory services that adjust investment strategies according to individual risk preferences.  Algorithms used by online retailers decide what products to show people based on analysis of both the shopping habits of specific individuals and the behavior patterns of like-minded shoppers.  Taxis of the future may very well be self-driving cars that are robot business entities that own themselves.        

These radical changes in society will have significant implications for the legal system.  Advances in AI will necessitate changes to laws and regulations, and even to how lawyers practice law.  In this course, students will examine legal and ethical issues related to automated systems, AI, and robotics, which will involve analysis of topics in agency law, business entity law, contract law, and more.       

This course will review the most critical policy, legal and regulatory issues faced by the energy sector (coal, oil, gas, renewable energy sources, and minerals) actors, such as governments, investors, corporations, insurers, and citizens, when facing the challenges of the current energy transition, including net-zero pledges at political level and their impact in legislation.  

The discussion will be based on the following premises/problems (evidently, the premises could also be discussed as well):  

• The world has a carbon emissions problem. Science confirms that action is needed to reduce greenhouse gas (GHG) emissions in the atmosphere generated by human activities. 
• The planet works on fossil fuels today, and it seems it will do so for the foreseeable future. Therefore, an abrupt reduction of fossil fuel consumption will severely disrupt current lifestyles, especially in developed countries.  
• A sharp increase in renewable energy generation will require much more mineral extraction than today, an activity that itself brings new social and environmental challenges. 
• Even with the current fossil fuel consumption, a significant share of the world population has unreliable, insufficient, or inexistent access to energy (approx. 800 million people). This situation is unacceptable and needs to be solved. 
• The energy matrix change towards renewable energy sources will disrupt both producing and exporting countries and corporations across the globe. The consequences of such change have to be foreseen and prevented, if negative.   

Development is a pending task for most of the planet, and it needs a priority place in the environmental discussions. Through the different topics addressed in the course, we will analyze how weak rule of law, increasing environmental and social challenges, corruption, and geopolitical challenges affect policymakers, legislators, regulators, and the private sector decision-making processes related to the energy transition, environment and development. Energy actors and the finance sector are confronted with long-term capital investment decisions in a volatile policy and regulatory environment. Legal counsel in these cases involves a substantial role in evaluating and mitigating risk and in the prevention and resolution of disputes. The course will analyze the extra-legal factors that lawyers need to understand to provide advice more comprehensively. 

Participants in the course will better understand the energy sector transaction models in the context of the current energy transition, the emerging challenges, and the legal strategies used to mitigate such risks using regulatory frameworks, contract drafting, and compliance procedures (ESG). Topics will include a general explanation of the risk or opportunity in each situation discussed, using study cases of specific transactions whenever possible. 

This course is not a project finance or a specialized finance course, even though we will review some financing structures. Due to its structure, this course could be considered an overview of the most pressing issues discussed in international energy law (an area of law that knows no borders), education to be continued in other courses.  

Even though I will try to make the course as structured as possible, several topics are strongly interconnected. Therefore, the conversation/discussion might flow in unexpected ways, which I fully welcome and encourage. 

Finally, I need to explicitly state that all my expressions, written or verbal, are made in a personal capacity and do not necessarily reflect my employer's position. 

Successful management of globalization has emerged as the central challenge of our time. Globalization has been blamed for many of our social and economic problems from inequality to stagnant growth. The international regulatory failures exposed by the financial crisis of 2008-2009 have called into question not only the regulatory framework for financial stability, but also the entire framework of international norms and institutions known as Bretton Woods that have been the pillars of global economic regulation. The accompanying collapse in public trust in government experts and private elites has complicated efforts to address these challenges. Populist candidates have swept elections, particularly in the US and UK, based on platforms to reverse the course of international integration. Meanwhile, China and Russia have doubled down on leaders that embrace a return to state controlled economies and traditional notions of regional hegemony. Are we at an historical turning point characterized by GLEXIT – the abandonment of globalization – or will these challenges lead to a Globalization 2.0?

The purpose of this seminar is to look at the role of international economic law in managing globalization, both in terms of extracting the benefits and in addressing the consequences, particularly those negative effects that have fed the backlash. The focus of the seminar will be on the central regulatory regimes governing international economic activity: trade, monetary, investment, finance, competition, tax, sovereign debt and corruption. We will examine the fundamental character and role of legal norms, regulatory systems and international institutions in a world characterized by interdependence and conflict.

This is a research seminar in which the initial eight weekly classes will present a survey of regulatory regimes designed to give students a framework for what have historically been somewhat distinct “silos” but which each illustrate the recurring tensions between fragmentation and coherence. We invite student involvement in the specific topics in the field on which we focus. Each student will be asked to provide short papers responding to the readings for each of the initial sessions. Students will be expected to write a research paper on a relevant topic under the guidance of one of the professors and to make a short presentation to the class during the last third of the course. In their research paper, students will be expected to identify a contemporary, global economic regulatory issue and propose solutions drawing on insights from the seminar (and their broader studies) to analyze the problem, propose and defend possible solutions.

The seminar will be taught by professors with a wide range of experience in academia, private practice and government service. Distinguished outside experts will also be called upon to address particular topics within this framework. 

A number of broad themes will be developed to help unravel the complexity of global regulation:

• What is the role of legal norms in creating efficient and sustainable global markets? Do some problems lend themselves to different types of norms (e.g. soft versus hard law)? What about governance, the formality of legal norms (and institutions) and the role of national sovereignty and subsidiarity?
• Why do the different global economic regulatory regimes look so different? Why has trade evolved with an advanced set of norms, dispute settlement and enforcement?
• How have crises and systemic failures contributed to the development of legal regimes? Do crises lead to sustainable and effective regulatory regimes?
• What role does trust play in the character of legal regimes? Can international economic law be viewed as the objectification of trust? How can trust be sustained when global issues engage citizenry across the most diverse context imaginable?

This course will provide students an opportunity to explore the international taxation topic of transfer pricing through the research and writing of a graduate paper. Students will choose a topic in consultation with the instructors, prepare an outline to be submitted to the instructors, make a presentation to the class on their topic, and submit a paper of at least 22 pages. During the first half of the course, the instructors will focus on international transfer pricing and related topics. Transfer pricing involves the division of taxable income resulting from cross border transactions including the sale of goods and services and the licensing of intangibles. Transfer pricing typically leads to the largest audit disputes between multinational corporations and the national tax administrations for the countries in which these companies do business. As a result, transfer pricing is a key practical topic in international tax.

This course is an advanced topics courses. The introductory course in transfer pricing is recommended, but not required. Specific lecture topics will include 1) Overview of the international transfer pricing system. 2) Performing a transfer pricing analysis for a particular multinational group, and assisting the group in implementation. 3) Current developments including the taxation of services, intangibles, and OECD guidance. 4) Apportioning group-wide expenses. 5) Enforcement issues. 6) Administrative procedures, including IRS examinations, APA procedures, and competent authority procedures, and 7) Looking toward the future: what are the most appealing policy options today? In addition to transfer pricing, students may choose paper topics from other international tax topics with a practical application including permanent establishments, tax treaties, international arbitration, and the competent authority process.

In our increasingly globalized world, litigation frequently transcends state or national borders.  Transnational litigation implicates the three main topics addressed by the field of Conflict of Laws (also known as Private International Law):  Jurisdiction/choice of forum; choice of law; and enforcement of foreign judgments.  This course focuses on how U.S. courts resolve these issues (although some attention will be paid to how other countries address them).  Special attention will be devoted to the extraterritorial application of US law and to conflict of laws issues that arise in transnational litigation involving Business & Human Rights. 

Understanding and dealing with U.S. export control and sanction laws have become increasingly important skills for lawyers advising clients who compete in the global economy, including manufacturers, service enterprises, financial institutions, and companies licensing their technology abroad. This course surveys the federal laws and implementing regulations governing the export and re-export of goods, services, technology and software from the United States or by persons subject to U.S. jurisdiction, the extraterritorial reach of re-export controls, prosecution strategies, restrictions on dealings with or in sanctioned countries, prohibitions against dealing with blacklisted parties, and other sanctions that apply to non-U.S. companies and individuals. We also will examine the policies underlying these rules, which are designed to address ever-changing and developing threats to the United States, including Russian aggression in the Ukraine, the nuclear threat posed by Iran, civil war in Syria, missile development in North Korea, and conventional military tensions between the United States and China.

The course is designed to impart the practical skill sets and strategies you will need to use and understand the complex regulatory regimes underpinning U.S. export controls and sanctions, and to communicate effectively with the relevant government actors.  The applicable laws include statutes such as the International Emergency Economic Powers Act, Trading with the Enemy Act, Arms Export Control Act, the Export Control Reform Act, and regulations issued by federal agencies such as the U.S. Departments of Commerce, Treasury, and State.  Our study of these rules will include review of case law, agency guidance and prior government enforcement actions.

The course also will focus on the enforcement environment, including the trend of ever-increasing fines, the use of extradition, and imprisonment. We will discuss defense strategies and the potential for global settlements with the Departments of Justice, State, Treasury, and Commerce.

Finally, the course will emphasize developing the working knowledge necessary for hands-on practice and problem-solving in this field. In addition, the course will provide skills sets to assess proposed legislation and regulations in depth, as well as advocacy skills related to legislation and rulemaking.

Understanding and dealing with U.S. export control and sanction laws and regulations have become increasingly important skills for lawyers advising clients who compete in the global economy, including manufacturers, service enterprises, financial institutions, and companies licensing their technology abroad. This course provides an in-depth survey of the federal laws and implementing regulations governing the export and re-export of goods, services, technology and software from the United States or by persons subject to U.S. jurisdiction, the extraterritorial reach of re-export controls, restrictions on dealings with or in sanctioned countries, prohibitions against dealing with blacklisted parties, and other sanctions. 

The course is designed to impart the hands-on, practical skill sets needed by those who wish to practice in the increasingly in-demand area of export controls and sanctions compliance, including the skills needed to use and understand the various complex laws and regulations systems that implement U.S. export controls and sanctions, such as the International Emergency Economic Powers Act, the Trading with the Enemy Act, the Arms Export Control Act, and the Export Control Reform Act, as well as regulations issued by various federal agencies, including the U.S. Departments of Commerce, Treasury, and State. 

This course also will provide the skill sets necessary to communicate effectively with licensing agencies, how to approach foundational determinations of agency jurisdiction and classification, and how these issues affect direct investment in the United States as regulated by the Committee on Foreign Investment in the United States.

Time permitting, the course also will focus on the civil and criminal enforcement environment, including the trends of ever-increasing fines and global settlements with the Departments of Justice, State, Treasury, and Commerce. 

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.

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 GILTI rules, the foreign tax credit provisions, Subpart F, repatriation, 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.

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.

Financial fraud affects investor confidence in the economy, causes turmoil in securities and commodities markets, and results in some of the largest losses of any criminal enterprise. This course will examine notable securities and financial frauds including Theranos, Enron, WorldCom, Madoff’s billion-dollar Ponzi scheme, Galleon insider trading cases, and others. Topics will also include other fraud schemes involving banks, accounting, mortgages, health care, disasters, and use of mails and wires. Students will gain a practical understanding of the statutes and investigative tools used to combat securities and other types of financial fraud, the working relationship between various government agencies, and a practical approach to the issues involved in the adjudication of these offenses.

Learning objectives:

The aim of this course is to provide students with a holistic view of how federal white collar crimes are investigated, prosecuted, defended, and adjudicated. We will examine substantive offenses, cases, statutes, and address the practical challenges presented by them together.

At the end of this course, students will have a comprehensive understanding of white collar criminal cases from the investigation stage through sentencing. Students will be able to identify the commission of white collar offenses, apply the law to facts, craft arguments from the perspectives of the government and defense, assess the strengths and weaknesses of a particular case, and refine their legal reasoning and advocacy skills.

The law of work is an increasingly important aspect of the global economy. Knowledge of this subject is useful in representing companies, unions, employees, governments and non-governmental organizations. Themes developed in the course also are central to understanding the relationship between law and globalization more broadly. We will study hard and soft law in the various forms in which it operates trans-nationally, including domestic law with foreign effects; public and private international law, such as human rights and trade law; and private codes of corporate social responsibility. The International Labor Organization (ILO), which is a touchstone in the course, is an especially interesting institutional case study: It is the world’s oldest international organization, with 180 member countries giving it near-universal representativeness, and its inclusion of governing roles for civil society groups – unions and employer associations – makes it unique among international institutions. Attention will be given to subordination of documented and undocumented migrants, women, and child laborers.

The course analyzes the World Trade Organization (WTO) and its agreements, including the General Agreement on Tariffs and Trade (GATT), and the substance and status of negotiations to amend the agreements. It concentrates on the coverage of the agreements, based on their text and interpretive guidance from key dispute settlement decisions. The course also reviews the relevant economic, policy and legal aspects of the international trading system.

In a significant minority of public corporations, a single person or entity has the power to choose the directors of the corporation and determine the outcome of stockholder votes. Many private corporations operate with this governance profile. Corporations fitting this profile are described as “controlled.”

In the standard model of the corporation, the power to direct and oversee the business and affairs of the entity rests with the board of directors, who are obligated as fiduciaries to act in the best interests of the company and its stockholders. When a party other than the board of directors has the ability to control the corporation, it upsets the standard model, with knock-on effects for a variety of corporate doctrines.

This course examines the nature of control and its implications. In addition to covering these issues in the context of public companies, the course will examine their implications for privately held companies and touch on their application to alternative entities.

Course enrollment is limited to 32. Students are expected to possess a basic understanding of the law applicable to alternative entities and corporations. An introductory course in corporations or business associations is a prerequisite.

Learning Objectives:

After taking this course, students will understand the following topics:

• What constitutes control? What are the different types of control and what factors contribute to its existence?
• What fiduciary duties do controllers owe? When and why do they arise?
• How does the presence of a controller affect corporate doctrines such as the standard of review, demand futility, and ratification?
• What devices can be used to mitigate the effects of control, such as special committees, majority-of-the-minority votes, and enhanced-independence directors?
• What are the implications of particular methods of maintaining control, with particularly emphasis on the currently trending device of dual class stock?

This course will explore corporate litigation in the Court of Chancery in the context of mergers, acquisitions, and other transactional structures.

The course is divided into three parts. Part I will begin with a discussion of Delaware’s place in the world of corporate litigation. This will include the mechanics of initiating a lawsuit to challenge a deal, together with the Court’s role in resolving preliminary and logistical issues, before turning to the substantive law governing motions for expedition and motions for preliminary or permanent injunctive relief. Finally, we will discuss the section 220 actions for accessing corporate books and records.

Part II will focus on corporate litigation, in theory and in practice. We will discuss structural matters relating to where to file and who represents a class in competing lawsuits, and focus a significant amount of our time on recent changes in corporate litigation following Corwin. Then we'll turn to other key issues in stockholder derivative litigation relating to the board of directors.

In Part III, we will discuss non-stockholder M&A litigation of two categories trending in different directions on the Delaware dockets: appraisal and material adverse effect (or material adverse change) litigation.

While the class is divided into three parts, we may cover more or less than a single part on each of the three class days.

In addition to reading cases, students will be asked to read parts of briefs actually filed in Delaware corporate litigation. Selected students will be assigned to (informally) argue the briefed issues as assigned. Following in-class argument, we will discuss the outcome of the actual ligation.

By the end of this course, students will be familiar with the common issues arising in corporate transactional litigation; which actions may be brought directly and which must be pursued derivatively; which are statutory and which arise under the common law; and what current “hot” corporate litigation issues are currently being litigated in Delaware.

This course covers the major federal legislation and doctrine in the field of antitrust law with a primary focus upon governmental efforts to promote competition. Emphasis is placed upon the growing role of economic analysis and trends in judicial interpretation relating to the coordination, monopolies, mergers and joint ventures, as well as evolving legal standards, including the role of decision theory in setting legal standards.

This version of basic antitrust places greater emphasis on the tools of economic analysis that have taken on growing importance in antitrust as well as controversies between Chicago School and post-Chicago economic approaches. There is no economics prerequisite. The necessary economic tools will be developed in the course. Students should be prepared to master economic as well as legal materials. There will be written assignments that must be submitted for each class. 

This class will serve as a basic survey and introduction to U.S. antitrust law, including coverage of recent critiques and policy developments.  As such, the reading will include the traditional case law, but also some examples of proposed legislation and contemporary advocacy material from policy activists.  Thus, we will learn the basics of antitrust doctrine but also seek to understand the merits (or lack thereof) of contemporary critiques and proposed policy responses. 

This course explores the process of raising and defending against antitrust challenges. Through a series of contemporary case studies, we will examine the resolution of antitrust disputes, focusing on the substantive strategies and procedural tools available to the litigants. In the context of these case studies, we will discuss criminal indictments, plea agreements and the DOJ's leniency policy, sufficiency of pleading, presumptions and burdens of proof, rules of evidence (including the use of expert evidence), dispositive pretrial motions, class actions and class action settlement strategies, temporary restraining orders and preliminary injunctions, treble damage judgments, interlocutory and final appeals, and Supreme Court review. There will be no exam but a paper will be required.

This class will serve as a basic survey and introduction to U.S. antitrust law, but with as much focus on the historical evolution of antitrust policy objectives as on antitrust case law. The course readings will therefore include historical analyses, scholarly commentaries, proposed legislation, and contemporary advocacy material from policy activists in addition to a narrowed selection of traditional case law. The objective of this course will be not just to learn the basics of antitrust doctrine but to understand and assess contemporary critiques and proposed policy responses to the current state of that doctrine.

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 is a general basic introduction to bankruptcy law, addressing both corporate bankruptcy law as the focus, but also individual consumer bankruptcy law issues.   

The class begins with an overview of debt, the need for bankruptcy law, and the bankruptcy process, and jurisdiction.This will be followed by basic concepts like the automatic stay, types and priority of claims, executory contracts, avoiding powers, estate management, and the reorganization process.  The class will progress to cover priorities in distribution, individual bankruptcy concepts and principles including fresh start, and conclude with a thorough review of the corporate bankruptcy reorganization process.  We will also cover current events and address current issues and problems, perceived and real, in the restructuring and insolvency system.

Corporations today have a global scale as well as an impact that matches or sometimes exceeds that of governments. Their activities -- from sourcing of raw materials, to processing and production of intermediate or finished goods, to distribution and sale -- have major consequences not only for the human rights of their employees but also for the rights of the individuals and communities impacted by their operations. In many countries, government regulation and oversight are either absent or largely ineffective. Companies in turn struggle to define their responsibilities in the face of these "governance gaps" -- particularly where requirements under national law fall short of international standards in areas such as hours of work and safety and healthy.

A robust and often contentious debate over these issues culminated in the development of the U.N. Guiding Principles on Business and Human Rights (the “UNGPs”) under the leadership of Special Representative John Ruggie. These Principles establish a framework for considering the respective roles of governments and corporations and outline core concepts of human rights due diligence and effective remedy. In doing so, the UNGPs also inform and to some extent refocus efforts that have emerged over the past 20 years to address these governance gaps and have brought together stakeholders from business, labor, civil society, the investment community, and academia.

At the same time, in recent years there has been an increased push from civil society groups and certain governments to go beyond these "voluntary" efforts and develop a binding business and human rights treaty mechanism; this has met with strong opposition from business and many other governments, including the United States.

Even as "non-regulatory" approaches remain the predominant means of addressing various business and human rights challenges, there also has been a growing focus in recent years on tools through which national governments and international institutions could exercise greater leverage. This includes advocacy for stronger labor and other human rights language in trade agreements, one-way trade preference programs, procurement standards, and the rules and guidelines applied by international financial institutions -- coupled with more aggressive enforcement of those criteria. Expanded efforts to advance that "regulatory" approach in trade policy and elsewhere in some cases has been met with resistance from governments and business, but there also have been examples of emerging consensus among a diverse range of stakeholders.

This course introduces students to this quickly-evolving business and human rights landscape, including the diverse set of multi-stakeholder initiatives -- some, but not all, of which include government participation. We will discuss the guidance provided by the UNGPs and other instruments, the range of stakeholders and how they engage with one another, tools utilized by governments and corporations to implement human rights standards, and how all of these interact in the context of both sector-specific and cross-cutting legal and policy challenges.

Among the questions the course will examine are:

• Which human rights standards are most relevant to business?
• What are the appropriate linkages between business policies and practices and the promotion of human rights?
• Which business and human rights approaches are emerging as “best practices" and perhaps even as recognized norms?
• What tools to support those are being used by governments and corporations?
• Who are the principal stakeholders and what are their roles and objectives?
• What are the strategies for addressing business and human rights "governance gaps" at the national and international levels?
• What are the opportunities for increased integration of labor/human rights and trade policies, and what are the limitations?
• What mix of mandatory/regulatory and voluntary/“self-regulatory” approaches has been utilized in different situations to advance human rights objectives? Which approaches have been most effective?
• How are various business and human rights challenges playing out in specific sectors, and how do these inform the debate about different approaches?

To address these and other key questions, the course will begin with several sessions setting out the relevant legal and policy developments, with special attention to the UNGPs. It will also include a review of different stakeholders and their roles and interests, and examination of concepts of corporate responsibility and corporate accountability, and an analysis of the various approaches to business and human rights advanced by companies, governments, labor, civil society, and through multi-stakeholder initiatives. The second half of the semester will then focus on how these concepts are being applied in particular sectors to address specific business and human rights challenges.

Throughout the course, students will be asked to examine the various approaches and differing roles of key stakeholders, including by playing the roles of those addressing the key issues from the perspectives of corporations, civil society and unions, and governments. The class will be divided into three groups for purposes of this “role playing” -- with each asked to adopt all three perspectives during the course of the semester, both in students’ individual analyses of assigned readings and in group sessions during certain classes.

Learning Objectives:

Introduction to business and human rights landscape, including legal and policy developments, particularly the UN Guiding Principles on Business and Human Rights. The course reviews different stakeholders and roles, examines concepts of corporate responsibility and accountability, and analyzes various approaches to business and human rights advanced by stakeholders. The course will also familiarize students with sector specific business and human rights challenges.

Over the last 200 years, free market capitalism has proven itself as an unmatched engine for driving economic growth in the United States and around the world, resulting in unparalleled innovation, improving standards of living, and vastly lengthening the average life span. Yet big problems persist, including uneven economic opportunities, degradation of natural resources, and continuation of corporate scandals. Considering these problems as pressures on democratic capitalism, the course will evaluate the relationship between business and society. The course will focus on potential approaches to managing the tensions and trade-offs that present themselves when both economic vitality (growth, innovation) and system stability (fairness, sustainability, societal needs met) are desired outcomes.

Learning Objectives:
This course will explore potential approaches to reconciling the benefits of free market capitalism with the values and expectations of a democratic society. This seminar will raise important questions and highlight issues that are relevant to a number of potential law graduate career paths including that of in-house counsel, external counsel, senior management team member, corporate board member, and policymaker & staff. To that end, students taking the course will develop an understanding of:

• The evolution of views on the purpose of business in society (assumptions and realities of corporate governance)
• The current problems putting pressure on democratic capitalism (externalities, regulation or lack thereof)
• Emerging theories to address the inherent tensions in the system (new structures, governance priorities, industry self-regulation)
• Possible roles one can play in addressing the shortcomings of democratic capitalism

The relationship between business, human rights, and sustainability has gained momentum in recent years with the private sector, governments, civil society, and international organizations, owing largely to the passage of the United Nations Guiding Principles on Business and Human Rights (UNGP) in 2011, the 2012 UN Rio + 20 Sustainable Development Conference and the UN Sustainable Development Goals (2015). These developments were preceded and followed by a series of multi stakeholder (governments, private sector, investors, civil society networks and organizations) and specific industry driven initiatives looking at how to integrate these international standards into both self and binding regulatory processes. As a result, many of these initiatives led to an emerging international soft law system of business, human rights and sustainability that is based in the internationally acknowledged body of hard law principles.

Regardless of being industry, sector specific or multi stakeholder in nature, the regulation, de-regulation, policy, practice and ever growing global litigation in this new field of practice is multifaceted, dynamic, interactive, complex and challenges business leaders, markets and even lawyers to think outside the box in order to address a challenging relationship between business, markets and society. This is where business strategy meets risks. Or instead, this is where risks eat a business strategy.  As a result, business leaders, shareholders and their advisors are now required to integrate a 3D internal and external view and assessment on how to address, prevent, mitigate and remediate the social and environmental impacts (risks) of private sector operations in complex environments and with a collaborative and systems thinking approach.

Bar Associations in America and abroad have begun issuing specific guidance on how corporate lawyers should advice their clients incorporating human rights and sustainability standards. For instance, in a Mergers and Acquisitions (M&A) transaction, corporate lawyers are most likely to encounter questions dealing with social, environmental, human rights and environmental concerns. Those advocating on behalf of environmental and human rights organizations will find their work directly intersects with company law, securities law, investment law, governance, compliance, company law and alternative dispute resolution mechanisms to name a few sub areas.

Fast-forward 2020. The global COVID-19 pandemic has suddenly entered this space. It has done so highlighting the vulnerabilities and opportunities in the relationship between business, governments and society across the globe. Furthermore, the global pandemic is challenging all stakeholders not only to become relevant but to re-think, re-imagine and re-envision new models that seek engagement, resilience, addressing grievances, investment, economic recovery and accountability frameworks.

In practice, these global and ever growing litigation trends are also challenging traditional company-led corporate social responsibility (CSR) and ethics programs that have been associated with both philanthropic, corporate citizenship and company-sponsored activities that give back to societies. While many of these programs have achieved several levels of success, for many sectors in society they remain as corporate public relations or green wash exercises and demand more transparent, accountable and remediation responses.  The stakes are high.

Litigation, a growing movement towards mandatory human rights and environmental due diligence and reporting requirements and other types of social demands are challenging companies to be very purposeful and accountable on how they address the environmental, social and governance negative impacts (for some) or violations (for others) of their operations globally and domestically. Stakeholders are asking companies to integrate ongoing due diligence processes that address materiality concerns when it comes to managing supply chains and making sure they are free of child labor, modern slavery and human trafficking. They are also asking companies to address the social and environmental impacts of extraction of natural resources above and below ground, to name a few. 

Furthermore, stakeholders are not alone on this. The emerging and growing movement of shareholder advocacy is leading the way across industries and pushing the way through different strategies for more corporate engagements that drive responsible business conduct and standard-setting activities that push for robust business, human rights and sustainability policies embedded as part of corporate operations across systems and functions. In particular, a wide range of investors that include asset management firms, trade union funds, public pension funds, foundations, endowments, faith-based organizations and family funds are leveraging their assets of over US$3.5 trillion to collaborate around responsible investment while influencing boards and management.

At the conclusion of this course, students will demonstrate the capability:

• To distinguish between relevant applications of the Business, Human Rights and Sustainability frameworks of international hard and soft laws, in the context of environmental, social and human rights challenges across industries and different actors and how they can be integrated into the business strategy.
• To assess critical human rights, environment and natural resources challenges currently faced by industries and markets in different contexts through a multi stakeholder and 3D lens risk management approach.
• To analyze and discuss how different tools and resources can be applied and be relevant to address human rights and environmental challenges, which tools would be best suited for specific contexts and grievance mechanisms that exist for access to remedy across relevant and selected industries (policy development, stakeholder forums and facilitation, influence and development, multi stakeholder assessments, human rights due diligence and environmental assessments) in international development, conflict and post-conflict environments.

The relationship between business, human rights, and sustainability has gained momentum in recent years with the private sector, governments, civil society, and international organizations, owing largely to the passage of the United Nations Guiding Principles on Business and Human Rights (UNGP) in 2011, the 2012 UN Rio + 20 Sustainable Development Conference and the UN Sustainable Development Goals (2015). These developments were preceded and followed by a series of multi stakeholder (governments, private sector, investors, civil society networks and organizations) and specific industry driven initiatives looking at how to integrate these international standards into both self and binding regulatory processes. As a result, many of these initiatives led to an emerging international soft law system of business, human rights and sustainability that is based in the internationally acknowledged body of hard law principles.

Regardless of being industry, sector specific or multi stakeholder in nature, the regulation, de-regulation, policy, practice and ever growing global litigation in this new field of practice is multifaceted, dynamic, interactive, complex and challenges business leaders, markets and even lawyers to think outside the box in order to address a challenging relationship between business, markets and society. This is where business strategy meets risks. Or instead, this is where risks eat a business strategy.  As a result, business leaders, shareholders and their advisors are now required to integrate a 3D internal and external view and assessment on how to address, prevent, mitigate and remediate the social and environmental impacts (risks) of private sector operations in complex environments and with a collaborative and systems thinking approach.

Bar Associations in America and abroad have begun issuing specific guidance on how corporate lawyers should advice their clients incorporating human rights and sustainability standards. For instance, in a Mergers and Acquisitions (M&A) transaction, corporate lawyers are most likely to encounter questions dealing with social, environmental, human rights and environmental concerns. Those advocating on behalf of environmental and human rights organizations will find their work directly intersects with company law, securities law, investment law, governance, compliance, company law and alternative dispute resolution mechanisms to name a few sub areas.

Fast-forward 2020. The global COVID-19 pandemic has suddenly entered this space. It has done so highlighting the vulnerabilities and opportunities in the relationship between business, governments and society across the globe. Furthermore, the global pandemic is challenging all stakeholders not only to become relevant but to re-think, re-imagine and re-envision new models that seek engagement, resilience, addressing grievances, investment, economic recovery and accountability frameworks.

In practice, these global and ever growing litigation trends are also challenging traditional company-led corporate social responsibility (CSR) and ethics programs that have been associated with both philanthropic, corporate citizenship and company-sponsored activities that give back to societies. While many of these programs have achieved several levels of success, for many sectors in society they remain as corporate public relations or green wash exercises and demand more transparent, accountable and remediation responses.  The stakes are high.

Litigation, a growing movement towards mandatory human rights and environmental due diligence and reporting requirements and other types of social demands are challenging companies to be very purposeful and accountable on how they address the environmental, social and governance negative impacts (for some) or violations (for others) of their operations globally and domestically. Stakeholders are asking companies to integrate ongoing due diligence processes that address materiality concerns when it comes to managing supply chains and making sure they are free of child labor, modern slavery and human trafficking. They are also asking companies to address the social and environmental impacts of extraction of natural resources above and below ground, to name a few. 

Furthermore, stakeholders are not alone on this. The emerging and growing movement of shareholder advocacy is leading the way across industries and pushing the way through different strategies for more corporate engagements that drive responsible business conduct and standard-setting activities that push for robust business, human rights and sustainability policies embedded as part of corporate operations across systems and functions. In particular, a wide range of investors that include asset management firms, trade union funds, public pension funds, foundations, endowments, faith-based organizations and family funds are leveraging their assets of over US$3.5 trillion to collaborate around responsible investment while influencing boards and management.

At the conclusion of this course, students will demonstrate the capability:

• To distinguish between relevant applications of the Business, Human Rights and Sustainability frameworks of international hard and soft laws, in the context of environmental, social and human rights challenges across industries and different actors and how they can be integrated into the business strategy.
• To assess critical human rights, environment and natural resources challenges currently faced by industries and markets in different contexts through a multi stakeholder and 3D lens risk management approach.
• To analyze and discuss how different tools and resources can be applied and be relevant to address human rights and environmental challenges, which tools would be best suited for specific contexts and grievance mechanisms that exist for access to remedy across relevant and selected industries (policy development, stakeholder forums and facilitation, influence and development, multi stakeholder assessments, human rights due diligence and environmental assessments) in international development, conflict and post-conflict environments.

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. 

Consumer protection law seeks to address a wide (and ever-evolving) list of deceptive, fraudulent and unfair practices. In this course, we will survey the laws, players, and industries that are affected by consumer protection law. Among other subjects, we will cover advertising practices (including native advertising), mortgage fraud, privacy, identity theft, payday lending, and higher education.

This course examines how attorneys and other professionals create value through transaction engineering. The course is organized in two parts. The first part of the course studies various barriers to transacting, including collective action problems, information problems, risk and uncertainty, and contracting over time, and a range of responses grounded in game theory, contract theory, and decision theory. The second part studies a series of real transactions. Students will be divided into work groups, each of which will be responsible for selecting and presenting a transaction to the class. Grades will be based on an individual problem set, the group presentation, and a take-home final examination.

Course Objective and Learning Outcomes: The objective of the course is to understand the proper role of deal lawyers. It forwards the idea of deal lawyers as transaction cost engineers who seek to increase the value of transactions by devising mechanisms to mitigate common barriers to efficient bargains. We study four types of barriers—collective action problems (free rider and holdout problems), information problems (moral hazard and adverse selection), risk and uncertainty, and contracting over time—and a number of responses (contractual and other mechanisms) grounded in game theory, contract theory, and decision theory. By the end of the course, I expect students to (i) have a good understanding of these barriers and the responses that deal lawyers have devised to overcome them and (ii) demonstrate the ability to recognize these barriers in different transaction contexts and to fashion solutions to them.

This seminar will examine the concept of decentralization and finance as it is applied across various issue areas:  securities law, antitrust law, intellectual property, and financial stability.  

Decentralization has attracted enormous attention with the rise of cryptocurrencies and decentralized finance. However, the term “decentralization” is a term of art rather than a legal concept—although the norms and general understanding of particular uses of the term can have decisive legal consequences.  In this seminar, students will compare and contrast the contexts and settings in which the decentralization conversation has had particular salience, particularly when applied to Web 3 and blockchain technologies.  Guest speakers will additionally visit the class to provide real world applications and perspective.  A basic understanding of what a cryptocurrency is will be useful to students taking the course.

This course involves an in-depth look, in a seminar-type setting, at different state-to-state dispute settlement systems in the international trade area.  Although the principal focus will be WTO dispute settlement, the course will also examine the new or re-invigorated mechanisms in regional agreements (e.g., RCEP, CPTPP) and bilateral trade and investment agreements of the United States (USMCA, CAFTA) and the EU. In addition to examining the treaty provisions themselves, the course will involve the close reading of arbitral decisions, as a medium to examine real-world systemic issues regarding dispute settlement, such as the function of terms of reference, approaches to treaty interpretation, confidentiality, coherence between different bodies of international law, the role of precedent, standard of review, the scope of appellate review, implementation and compliance, and remedies. At the same time, students will gain familiarity with some of the leading substantive issues in international trade law. 

This course introduces the basics of secured commercial debt financing transactions through which businesses borrow funds to finance the acquisition of real and personal property. We will first cover the basic lending transaction, followed by an examination of the laws governing secured transactions by considering, in parallel, real property mortgages and personal property security interests under Article 9 of the Uniform Commercial Code. In doing so, we will consider the creation and perfection of liens, maintaining their perfection, lien priority and the exercise of remedies following a borrower’s default. We will also consider other property financing techniques and issues including leasing, mezzanine and subordinated debt, personal property security interests outside the UCC, loan syndications and securitization and the impact of insolvency laws and principles on secured lending. The course will not emphasize math, instead focusing on practical understandings and concepts involving the business and legal frameworks for financing real and personal property and the role of lawyers in such transactions.

Course Goals/Student Learning Outcomes:

The primary goal of this class is to have students gain a broad-based understanding of commercial secured lending law and transactions so that they will be able to collaborate and communicate effectively with clients and other stakeholders.More specifically, learning outcomes include:

• An understanding of how and under what circumstances businesses borrow capital to finance the acquisition of real and personal property and the role of lawyers in these activities.

• An appreciation of the varying perspectives of borrowers, lenders, lawyers and other professionals in the origination, documentation and collection of secured loans.

• Working knowledge of the principal substantive legal aspects of secured lending matters, including statutory, regulatory and contractual concepts, so that the student can be operational on such matters as a new lawyer.

• Knowledge and understanding of the terminology used by lenders and borrowers in secured lending transactions, and the ability to utilize such terminology in drafting, negotiating and interpreting secured lending agreements and instruments and otherwise approaching legal assignments.

What happens when a business ends up in financial distress and cannot meet its obligations? This course is an introduction to the strategies a business can pursue to restructure its finances and the legal constraints on doing so.  These strategies include both a public, judicial process—bankruptcy—as well as private, contractual deals undertaken in the shadow of bankruptcy. 

The use of these strategies is shaped by tensions among a company’s various stakeholders about how to maximize and distribute the value of the company.  Restructuring law provides the rules for this stakeholder competition.  It sets forth distributional rules—who has the right to be repaid first, second, etc.—and governance rules—who decides what a restructuring should look like and when they can bind others to their decision. 

These rules provide a background term for nearly all business transactions. As such, bankruptcy law is important for every lawyer. Any lawyer advising a client needs to understand what will happen if a transaction—be it a financing deal, an asset sale, or a litigation settlement—doesn’t go as anticipated. 

Restructuring lawyers practice in a field that is immersed in actual business and financing operations because of the need to understand what a particular business needs to function on a daily basis. It is also a practice that combines transactional and litigation work and offers the opportunity to speak in court sooner and more often than almost any other practice area. Restructuring practice is highly specialized, but also universal because it interacts with nearly every other area of law—contract, environmental, labor, regulatory, tax, and tort—making the bankruptcy lawyer a jack-of-all-trades and the master of one. 

The law of restructuring is also critical to social policy. Bankruptcy is the forum for addressing nearly every major economic problem. It determines who bears the costs of:  mass torts; environmental harms; commodity price swings; changes in the labor market; and secular changes in the economy. 

No prior background is required for the course. 

Technology-driven disruption has upended many industries – retail, entertainment, transportation, to name just a few – and now we are seeing it redefine financial services. The rise of Fintech is perhaps the most interesting industry transformation to study from a legal perspective because of the way it impacts complex financial services regulations. Regulatory frameworks that were created decades ago are being challenged by the rise of Internet and mobile-driven financial services providers. This course will hone in on a few areas where the US financial regulatory structure is being challenged by technological innovation and may require fresh thinking.

Financial services can be broken down into three distinct subsectors: 1) Insurance; 2) Retail Banking; and 3) Investment/Advisory Banking. This course will focus on how technology is transforming both retail and investment/advisory banking. Retail banking law was designed for a world of brick and mortar banks that accepted deposits and leveraged those deposits to provide commercial and personal loans. Investment/advisory banking law was designed for a world of a relatively small number of sophisticated investors. This traditional schema is being transformed, rapidly.

The smartphone is replacing the retail bank as the method by which a small business or consumer conducts their day-to-day banking activity. A 2015 report by Goldman Sachs found that 33% of millennials do not think they will need a traditional bank in the next five years. In fact, 73% of millennials reported that they are more excited about new offerings in the financial services space from the likes of Google, Apple and Amazon.

Moreover, in the financial services industry lines are blurring – financial tech companies are expanding financial services ecosystems and traditional financial services companies are expanding their digital capabilities. New business models are being created that leverage the data and capabilities afforded by the Internet, and seemingly diverse industries ranging from telecom to traditional banks are competing over similar financial services activities.

Crowdfunding, mobile payments, online lending, robo-advisors, and Bitcoin are new phenomenon that challenge existing regulatory structures. The SEC, Treasury Department, Office of Comptroller of Currency, Financial Industry Regulatory Authority, Federal Deposit Insurance Commission, Federal Reserve Bank, Consumer Financial Protection Bureau, and Federal Trade Commission are just a few of the regulatory bodies that are increasingly exploring Fintech developments. Moreover, the courts have been faced with challenges to several federal and state laws that were written before modern technological innovations took hold and challenged existing concepts of Federalism. This class will focus in on these particular challenges, will question existing regulatory bodies, approaches and standards, as well as discuss the practicalities of alternative regulatory structures and rules.

The class will proceed in 4 parts. Part 1 will be an introduction to retail banking law and disruptions that are occurring due to Fintech. Part 2 will be an introduction to investment/advisory banking law and disruptions that are occurring due to Fintech. Part 3 will address cross-cutting horizontal disruptions. And, finally Part 4 will involve a high-level assessment of regulatory structures and approaches for Fintech. After this course, students should have a strong baseline knowledge of the myriad of legal and policy issues that exist in the Fintech arena.

This course will explore foreign direct investment in the United States from the national security perspective through an analysis of the Executive Branch inter-agency body known as the Committee on Foreign Investment in the United States (CFIUS).  Students will review the evolution of CFIUS from the Exon-Florio amendment, to the Committee as it exists today, including, but not limited to, the relevant authorities, policy implications, case law, and transactional risk analysis frameworks upon which CFIUS.  The course will also examine current events in the national security space to determine how those events have informed recent legislative action taken by Congress with respect to CFIUS and how those legislative changes are implemented by the committee in regulation.

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.

Globalization and the international trade of drugs and medical products have progressed beyond any single regulatory authority’s ability to effectively ensure the quality, safety, and effectiveness of these products. In the U.S., the importation of foreign sourced products has increased tremendously, accounting for over 80% of the active pharmaceutical ingredients. However, varying drug regulations have resulted in gaps in oversight causing differing views on the acceptable level of risk in public health leading to drug quality related deaths and other serious harms. One clear reason for this compromised system is the differences in how these products are regulated from country to country. Nevertheless, the pharmaceutical and related industries are thriving in the global marketplace. This course is intended to be the first comparative survey into the regulatory frameworks of certain key countries, both developed and developing markets, along with international institutions, such as the World Health Organization, involved in promoting the access and development of safe, effective and quality medical products. This course will also identify the major international non-governmental stakeholders, and the multi-lateral schemes and treatises in which they operate that are intended to assist in the convergence of pharmaceutical laws and regulations.

Antitrust is dynamic. In regulating business strategy, competition law is only as effective as its understanding of each industry’s idiosyncrasies. Novel business practices reflect changing technologies, market conditions, and strategies. Antitrust lawyers do not simply master doctrine. Fluent in the basic principles of antitrust law and economics, they understand industry conditions and the enforcement agencies’ agendas. Above all, they stay abreast of cutting-edge developments in the law.

This seminar bestows that understanding. We will discuss today’s most hotly debated antitrust questions, explore how foreign jurisdictions’ competition laws and enforcement ideals deviate from U.S. practice, and delve into the industry-specific issues that arise in fields ranging from healthcare to wireless technology.

Major points of focus include the evolving relationship between antitrust law and intellectual-property rights. We shall discuss post-Actavis issues in the pay-for-delay space, including no-authorized-generic promises by pioneer-drug manufacturers and whether the continuation of infringement litigation immunizes a reverse payment. Outside of the life sciences, urgent questions involve antitrust limits on IP aggregation by patent-assertion entities and practicing firms. Further, when does a “privateering” agreement between a practicing entity and a PAE implicate competition law? Does the owner of a standard-essential patent violate antitrust law in seeking to enjoin a technology user despite its prior assurance to license on reasonable and nondiscriminatory terms? We shall also address antitrust limits on patent licensing and refusals to deal. Agency guidelines overseas, such as in China, and enforcement actions in Asia more broadly hint at the direction of international antitrust in this area.

In the larger field of antitrust and technology, some commentators argue that big data and privacy may implicate competition policy. In 2016, Germany’s Federal Cartel Office accused Facebook of abusing its dominance based on privacy and big-data theories. Do those allegations hold water? A recurring problem in antitrust, which has emerged anew in the pharmaceutical industry, is predatory innovation. A separate development goes to the nature of actionable conspiracies where the lines between vertical and horizontal agreements become blurred. The Apple e-Books saga, which came to an end in March 2016 when the Supreme Court denied cert., has important repercussions for the law in this space. We shall also address the ongoing debate about the reach of Section 5 of the FTC Act, which allows the FTC to reach beyond the Sherman Act to condemn unfair methods of competition. The FTC’s controversial 2015 statement of enforcement principles on Section 5 features here, and we shall ask whether it makes sense that the Justice Department and FTC can subject firms to distinct liability standards. We shall touch on pending legislation, the SMARTER Act, which touches upon those issues. A critical antitrust issue that remains unresolved is the scope of Noerr-Pennington immunity. Finally, we will discuss contemporary issues in healthcare-merger oversight.

The course will be a “soup to nuts” securities offering course, focusing on the legal aspects of conducting an IPO for a U.S. issuer on a Form S-1 and advising the issuer about its future responsibilities as a newly public company. Young lawyers entering a securities practice often find that their knowledge of securities-law principles does not always prepare them for day-to-day challenges of practice in this area. This course is designed to fill those gaps by providing students with an understanding of the securities offering process as well as the tools and skills needed to perform tasks required to work on securities offerings.

The major topics that will be covered include laws relating to securities offerings, listing on the New York Stock Exchange, underwriters and liabilities, underwriting agreements and the agreement among underwriters, financial statements, accounting issues, comfort letters, the securities act registration process (including the SEC comment and review process), law firm opinions and post-closing reporting obligations. The course will also provide an in-depth analysis of certain sections of the Form S-1, including the Management’s Discussion and Analysis of Financial Condition and Results of Operations section and the risk factors section.

This course explores international finance and regulation as phenomena embedded in the concept of money.  As such, it provides an overview of the theory of money, and then explores key financial and regulatory developments tied to it, including banking and banking regulation.  A significant portion of the class will be spent exploring how these phenomena apply to digital assets, including native cryptocurrencies (e.g. Bitcoin), stablecoins and central bank digital currencies.  The course also addresses the intersection of financial regulation and international monetary law by surveying the 2008 financial crisis, the European debt crisis, recent attempts to internationalize the renminbi, and the future of the dollar as an international currency.

The knowledge, technological inventions, creative works and accumulated experience and expertise of the professional workforce increasingly drives the global economy. Unlike physical capital, this intellectual capital cannot readily be confined to the territorial setting of its origin. The development of cohesive norms to protect intellectual properties on a global basis has thus proven to be an enormous challenge. This course considers this effort by addressing the core international agreements governing intellectual property; norms and norm-making in the international intellectual property rights system; dispute settlement and the enforcement of rights; and tensions arising between intellectual property rights and distinct legal and cultural values.

More than a hundred countries have enacted competition laws and modeled their laws either on the U.S. or on the EU system. This course will focus on the U.S. and the EU antitrust regimes by comparing and contrasting their principles and procedures. Some other jurisdictions at the center of the international antitrust arena, such as China and Brazil, will also be discussed. This course will start with an overview of the institutional design and of the substantive standards applied by the FTC/DOJ in the U.S. and by the European Commission in the EU, and will then delve into various areas of antitrust law, with particular emphasis on cartels, horizontal and vertical restraints, abuse of dominance, and mergers. This course will also examine process and procedures in the U.S. and the EU, and consider practices that facilitate international cooperation in antitrust investigations.

Learning objectives:

Students attending this course (i) will receive an overview of the international dimension of the various areas of antitrust law (horizontal agreements; monopolization/abuse of dominance; mergers); (ii) will learn to compare and contrast antitrust principles and procedures of the two systems (EU and U.S.) that most have influenced antitrust laws and institutions around the world; (iii) will familiarize with new actors and current challenges of the international antitrust arena. As a result, students will learn how to navigate multi-jurisdictional antitrust matters.

This course addresses the critical role of legal compliance in conducting international business.  It will explore how compliance law, based on theories and principles of corporate governance and risk management and applied in the context of substantive laws, is used to develop systems of deterrence management.  Topics will include:  the history and development of compliance, risk management, specific areas of compliance such as information/data security, anti-corruption law, economic sanctions, and financial sector regulations, and particular challenges related to global compliance.

At the end of the class, students should be capable of: understanding how a global company assesses and manages risk and the key elements of an effective global compliance system; the relationship between corporate culture and compliance; how compliance enforcement functions both within a company and externally;  the compliance function and the roles of lawyers and compliance officers; basic concepts in several areas of compliance law such as data security, economic sanctions, financial regulation, and anti-corruption law; recognizing third party risks a company may face; and understanding particular problems that face global companies and how the law is developing to harmonize across borders.

Course requirements include class participation, a short paper along with class presentation, and a two hour open-book take-home exam.

The course analyzes the regulatory framework of international contracts. On the basis of court decisions and arbitral awards, it focuses on international conventions and uniform rules of law, such as the United Nations Convention on Contracts for the International Sales of Goods (CISG), the UNIDROIT Principles of International Commercial Contracts, the Principles of European Contract Law, and INCOTERMS. The course includes some aspects of conflicts of law rules, as well as an analysis of the main international instruments governing international commercial arbitration.

This course will provide an introduction to the international legal and institutional frameworks that govern economic cooperation among nation states in the key areas: (a) international monetary law, (b) international trade, (c) international capital movements (including foreign direct investment) and (d) international development.  A central area of focus will be how these different frameworks interact – and, in some cases, conflict – with each other, as policy makers struggle to both maximize the benefits of globalization and minimize its costs. Considerable emphasis will be placed on the institutional dimension of cooperation, with a comparative review of the relevant international organizations (including the WTO, IMF and the World Bank).  The Course will identify the current challenges faced by each of these institutions in an environment where multilateral co-operation, although increasingly urgent, is also increasingly unpopular. The Course will be interdisciplinary, focusing on the legal, political and economic dimensions of these complex problems. Senior officials of a number of the major international organizations will participate as guest lecturers, giving their own perspectives regarding the key challenges facing their institutions.

The Course will be divided into two parts:

The first part will include an overview of the relevant legal and institutional frameworks, their relationship with each other and some of the key challenges they currently face.

The second part will cover a number of cross-cutting issues that often require effective coordination among these different institutions, including the following:

• The backlash to globalization and efforts to “decouple” or restrict the flow of capital, goods or technology to certain markets, or to reconfigure global supply chains.

• The role of the state in the market economy, including the role of subsidies and other forms of government intervention and the debate over non-market economies in the WTO.

• The efficacy of “soft law” and “soft institutions”, which are increasingly relied upon in an environment where countries are less inclined to surrender legal sovereignty through the creation of treaty obligations or the establishment of independent international organizations.

• The impact of both economic crime on economic development and financial stability, with a review of efforts by the international community to address this problem.

Learning Outcomes

By the end of the course, students will have gained a general understanding of the range of legal frameworks that govern international cooperation in trade, monetary affairs, international capital movements (including foreign direct investment) and international development. They will also have gained insight into the relationship among these frameworks, which is critical in an environment where global economic problems require integrated solutions. Importantly, they will have gained an appreciation of the institutional dimension of economic cooperation, which is of great importance given that a critical feature of the post-war architecture has been the extent to which the international community has delegated authority to international organizations to provide the “machinery of cooperation” despite a waning faith in multilateralism. Having gained an understanding of the general principles that underpin international economic law and institutions, students will have an opportunity to apply this understanding to a number of cross-cutting issues that are of current relevance, including sovereign debt, the growing importance of soft law, economic crime, the accountability of international organizations, and the backlash to globalization.

The course focuses on international law applicable to the leading environmental and natural resource issues.  It provides a framework for identifying and addressing the legal issues, links international law with relevant national laws, and focuses on ways to strengthen compliance with international obligations.  The course covers climate change, ozone depletion, transboundary pollution and hazardous waste disposal, fresh water (both surface and ground water), marine resources, biodiversity, the links between human rights and environment and between environment and trade, and the financing of sustainable development.  Special attention is given to cutting edge issues, such as synthetic biology and ecocide as an international crime.

Learning goals for this course: To enable students to become effective counsel, litigators, negotiators, arbitrators, judges, or legal advisors on a broad range of international environmental problems; to understand international instrucments and negotiations; and to be able to apply legal concepts developed in the course within different national settings for implementing international law. 

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 three-credit survey course is designed to introduce students to the legal system governing international economic transactions and international economic relations, with a focus on the World Trade Organization (WTO) and its constituent treaty instruments. The primary objective of the course is to give the student an in-depth overview of the world trading system and some exposure to its particular details. The course will cover the basic principles and mechanisms of international trade law, including most-favored-nation (MFN) and national treatment, and relevant law in different substantive areas, including tariffs, quotas, services, intellectual property, trade remedies, and standards.  We will also examine the issue of development in the WTO and trade treaties and whether treaty obligations constrain countries’ policy autonomy and hinder their ability to pursue successful development strategies, as well as the tensions between trade liberalization and other values, such as those concerning the environment, health and safety, workers’ welfare, and human rights.

The course will also cover current trends and issues in international trade law.  The Uruguay Round established the WTO in 1994 as the premiere forum for negotiating multilateral trade agreements and adjudicating international trade disputes; however, the negotiation and adjudication functions of the WTO currently face significant challenges.  Globally, more than 300 regional or bilateral trade agreements have been negotiated, including the recent United States-Mexico-Canada Agreement (USMCA) and Comprehensive and Progressive Agreement for Trans-Pacific Partnership (CPTPP), with implications for both individual countries and the global trading system overall.  The course will include current developments at the WTO, bilateral and regional trade agreements (including U.S.-Europe and U.S.-Kenya negotiations and trade models in other parts of the world like China’s Belt and Road Initiative and the African Continental Free Trade Area), Brexit, and U.S. “trade wars” pursued on national security grounds.

This three-credit course introduces students to the legal and policy aspects of international trade and investment law, two pillars of international economic law that have developed dispute settlement systems. These two areas of law affect a broad array of national legislation, regulation, and administrative practice, as well as other areas of international law and policy, such as development, human rights, climate change, and other environmental issues. Both trade law and investment law have raised anxieties regarding their linkages, effects, and overlaps with non-economic issues. The United States, European Union, China, and many other countries have actively engaged in litigation and new negotiations in both fields of law. In international trade law, governments bring legal claims against each other for breaches of obligations, while private lawyers work with private commercial interests behind the scenes and often directly on behalf of governments. International investment law, in contrast, provides direct rights to private foreign investors to bring claims against governments. These disputes are proliferating and sometimes overlap with international trade law claims. In the past, the U.S. always sought protection for its investors in developing countries, but with shifts in the global economy, the U.S. increasingly became subject to such suits by foreign investors. This course will introduce students to both of these areas of international law practice.

Economic interdependence between countries and across production chains has grown exponentially. Yet, today, economic globalization is under attack. In this context, existing rules on international trade, and negotiating fora to potentially change those rules, are key. This course focuses on the rules and institutions established under the World Trade Organization (WTO) as well as selected regional trade agreements. What are the benefits and risks of trade liberalization from legal, economic and political perspectives? How can trade liberalization go hand in hand with pursuing public policy goals such as protecting the environment or labour standards ("non-trade concerns"), job creation or promoting the economic development of poor countries? The course will offer an in-depth, practical knowledge of substantive WTO law drawing heavily on case law from dispute settlement practice. It will address the basic principles of trade in goods and trade in services as well as more specific WTO agreements on, for example, health measures, subsidies, trade remedies and intellectual property rights. The course will also focus on the unique WTO mechanism for the settlement of trade disputes, and especially on how it balances trade liberalization with non-trade concerns as well as how it copes with increasing trade tensions between OECD countries and emerging economies like Brazil, China, India and Russia.

Examines international trade laws and regulations and World Trade Organization agreements affecting international trade, and the relationship of the General Agreement on Tariffs and Trade 1994 and other international agreements to U.S. law and practice. Considers, in detail, the U.S. antidumping, countervailing duty, safeguards (Section 201) laws and regulations and the WTO agreements that establish multinational standards applicable to the use of those remedies. Examines the WTO agreements on services, intellectual property, and technical barriers to trade. Examines the statutory remedies, particularly Section 301, that are available to address foreign restrictions on U.S. exports of goods, capital, services, and intellectual property. Analyzes the U.S.-China "trade war" and resulting tariffs and agreements.  Evaluates the role of Congress, the U.S. Trade Representative, and other U.S. agencies in setting trade policy and overseeing administration of the trade laws. Analyzes the WTO procedures for dispute resolution and key WTO panel and Appellate Body decisions. Reviews free trade agreements, including the U.S.-Mexico-Canada Agreement, as well as bilateral investment treaties. The course includes a weekly discussion of current events affecting international trade law and regulation.

This course will examine the connection between trade law and development, including aspects of international and regional trade agreements, comparative law, and diverse areas of market regulation at the national level. Overall, the seminar will highlight the role of law and regulation as a driver for sustainable development and inclusive growth and link broader legal frameworks and policy debates with the needs of individuals and enterprises. It will engage students in ways in which economic law can help encourage sustainable and inclusive development and will assess challenges associated with legal and regulatory capacity and the uneven implementation of laws in practice. Cross-cutting and inter-disciplinary approaches in the field, such as socio-legal approaches, human rights, food security, the UN Sustainable Development Goals (SDGs), and gender and trade will also be discussed throughout the seminar.

The seminar will take place in three phases. In Phase I, the seminar will explore the historical and institutional relationship between trade and development, including World Trade Organization (WTO) disciplines, regional trade agreements (RTAs), and other relevant international legal frameworks.  Phase II will focus on different issues and will cover a number of substantive aspects of trade and development in depth, all of which impact stakeholders and communities and hold greater potential to contribute to the common good.  Specific areas of focus will include domestic market regulation and investment, non-tariff measures, regulation of services, trade facilitation, agriculture, labor and environment, intellectual property rights, gender, and digital trade.  Phase III of the course will consist of an in-class exercise to apply the theory and substantive legal approaches discussed in Parts I and II in the context to practical trade and development challenges. 

Readings will be drawn from a variety of viewpoints and sources – law review articles, white papers, academic journals, newspapers and magazines, and excerpts from books – and will cut across trade and economic law, inclusive economic development, and business.  The readings will highlight different aspects of the legal and regulatory environment in the context of encouraging sustainable and inclusive development globally and at the grassroots level. Discussion questions will be provided for each session, which can be used as the basis for class preparation

The course will also incorporate short, practical case studies that illustrate how different issues in trade, development, and economic regulation can be applied from the perspective of different stakeholders (entrepreneurs, countries, and communities).  Seminar members will be asked to assume roles in discussion of these case studies, which will count towards class participation and lay the groundwork for the final paper.  Questions to guide the case study analysis will also be provided. 

In addition to the readings assigned for each session, optional background readings will be included for students wishing to explore a topic in greater depth (additional background reading is recommended for students who have not taken a trade law course, but the course does not have any prerequisites). 

This course will cover the interface between the intellectual property rights, international trade and public health, focusing in particular on the WTO TRIPS Agreement and subsequent decisions, including on the Covid-19 vaccines waiver. It will provide an introduction to the provisions of WTO agreements relevant to public health (other than TRIPS), and to the law and economics relating to IPRs and public health; it will cover the provisions of the TRIPS Agreement relevant to public health, and discuss the relevant disputes settled in the WTO. It will examine the background, content and implications of the Doha Declaration on the TRIPS Agreement and Public Health and of the subsequent TRIPS amendment implementing compulsory licensing for exports. It will devote a session to Covid-19 and infectious disease pandemics. It will also discuss the relevance of bilateral or regional free trade area agreements to the subject.

The course would study relevant national/regional implementing legislation, for example on compulsory licenses, and discuss use of the WTO export compulsory license provisions. In addition to the final paper, students will be graded on class participation, individual presentations and group exercises. 

Finally, the course will also cover recent work on trade, intellectual property and public health in other intergovernmental organizations, in particular in the World Health Organization, including on-going negotiations of the pandemic treaty. 

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.

This three-credit survey course is designed to introduce students to the different dimensions of law and development, integrating legal, historical, academic, and practical models and approaches.  The course will cover a range of issues and substantive areas of law, including economic and social development and rule of law approaches; human rights law; comparative law; peace and security; international economic law (including trade, finance, aid, and investment);  labor, environmental, and health law; market regulation; institutional models for advancing law and development; gender; and sustainable development.  It will also examine the increasing role of technology and data in law and development and the connection between law and the United Nations Sustainable Development Goals (SDGs).  Throughout the semester, the course will explore how different areas of law address questions of equity, inclusiveness, vulnerability, and environmental sustainability.  There are no prerequisites for this course, and it is intended to be both an introduction to law and development and a complement to other course offerings at Georgetown Law.  

The course is divided into three parts.  The first part begins with an exploration of the foundations of law and development, including an examination of the issues, debates, and academic literature.  This portion of the course will examine the role of governments and institutions in law and development (including the World Bank, WTO, IMF, UN system, donor organizations, regional organizations, and others), as well as how rules are designed and implemented from the perspective of individual and community stakeholders.  Part I of the course will also highlight the evolution of different approaches, theories, and models within law and development, including economic approaches (structural change approaches, dependency theory, neoclassical/neoliberal approaches, endogenous growth theory, post-Washington consensus models, and others), promotion and criticism of rule of law approaches (legal pluralism, institutionalism and new institutional economics, constitutionalism, international vs. national law approaches, legal empowerment, informality, and others), and current movements such as law and political economy and TWAIL (Third World Approaches to International Law).   

The second part of the course will introduce students to the different substantive dimensions of law and development.  This segment will allow students to both understand the legal foundations of different aspects of law and development and explore intersections between different areas of law as they relate to development, highlighting the cross-cutting nature of law and development.  Topics will include human rights law, international economic law (finance, investment, and trade), conflict and resource control, gender and development, corruption and development, development assistance, and law and development aspects of health, environment, and climate change. 

The third part of the course will focus on issue-based and regional case studies, allowing students to apply what was covered in the first two parts of the course in different contexts and explore ways in which law has been – or could be – a driver for development.  Issue-focused case studies will include land tenure and contracts, labor, agriculture and food security, intellectual property rights, and data and development.  Regional case studies will include Africa, Asia (with some focus on China and India, among other countries), and Latin America.  In this part of the course, students will also assess which law and development approaches have been best suited to different circumstances, economies, cultures, and communities. 

Learning Objectives

The course has several interconnected learning objectives:

• Understand the legal, historical, economic, and political context of different aspects of law and development, individually and in relation to each other;
• Examine different normative approaches to law and development, globally and regionally;
• Interpret academic research, relevant excerpts from international treaties, provisions in bilateral and regional agreements, and laws and regulations, building an understanding of the inter-connected nature of different legal instruments;
• Assess law and development challenges facing governments and international institutions, identifying possible approaches and trade-offs;
• Understand how economic, social, and sustainable development can be further incorporated into soft and hard law, as well as international, regional, and national law;
• Introduce students to different roles for lawyers in the field of law and development; and
• Equip students with the knowledge and tools to approach law as a tool for promoting social, economic, and sustainable development. 

This course draws on legal principles and financial economics to understand mergers and acquisitions. The class will cover incentives for deals and constraints on them arising from both law and economic factors. Valuation and judicial review of defensive tactics, for example, are included in the topics to be studied. Individual and team assignments may be included as part of the class.

This course will cover the concepts and components that form the basis for an organization to implement a modern ethics and compliance program. This will use current examples on failures in organizations and discuss how an ethics and compliance program could have prevented or minimized the conduct.

By the end of the course, students should:

1) have a mastery of the basic elements of an effective compliance program (see U.S.S.G and OIG 7 elements) along with a basic understanding of how a risk-based assessment guides practitioners in building modern compliance programs; 2) have a basic knowledge of the relevant laws, regulations and guidances (including FCPA, UK Bribery Act, OECD Anti-bribery convention) that enforcement organizations, agencies and/or courts would apply to hold organizations/individuals accountable for ethics/compliance failings; 3) have a basic understanding of the tools used to help organizations implement an effective ethics and compliance program (from assessment frameworks, code of conduct, policies and procedures, to internal investigations, training approaches and hotlines, due diligence and screening tools); and 4) using real-world scenarios and case studies, gain a deeper understanding of the issues faced by modern organizations and how compliance programs are tailored to address current and emerging risks (such as data privacy concerns) and exhibit an ability to combine law, theory and tools to analyze how to mitigate ethical or compliance risk facing an organization.

A real world, practitioner’s perspective is critical to understanding the complexities of practice as a banking lawyer.  The law governing the regulation and supervision of banks and their affiliates is constantly developing and is one of the most intricate and interesting areas of U.S. law.  This two-hour lecture and discussion course is designed to provide students with the tools to develop a career in banking law and will explore a broad range of topics of interest to lawyers practicing banking law. 

Key topics include an introduction to the U.S. regulatory agencies involved in the supervision and regulation of banks, the powers and activities of banks and their affiliates, the important role of Federal deposit insurance, and the special procedures for resolving a failed bank.  In addition, the course will cover the special manner in which anti-trust laws apply to mergers and acquisitions involving banks and their affiliates, and review the process for chartering new financial institutions, such as fintechs and minority-owned depository institutions.  

The course will emphasize the unique regulatory framework applied to banks and the importance of racial equity in our financial system, including a focus on the Community Reinvestment Act and the policy response to address historic inequities in financial services.  The course will also explore a variety of hot topics in banking, such as digital currency, the rise of fintech companies, and the growing importance of environmental, social, and governance and other cutting-edge issues.

Public-Private Partnerships (PPPs) are a modern means for pursuing social and policy outcomes and have recently served as a key vehicle for addressing the COVID-19 pandemic. When they work, they mobilize the comparative advantages of the public and private spheres to address key challenges. When they fail, critics cite their worst aspects and argue for a retreat into more traditional roles. Their prevalence means that everyone is likely to come across, and be affected by, such a partnership at some point in their careers.

Serving as a lawyer to a PPP provides an exceptional challenge because the tools and strategies that work when counseling in the public sector may be strange or ill fit for purpose in the private sector (and vice versa). Effective PPP lawyers are translators and guides: they ‘speak both languages’ thus positioning themselves to propose innovative, non-obvious solutions and can build trust with, and among, partners and stakeholders. Bridging theory and practice, students will have the opportunity to understand why PPPs have emerged and the theoretical basis under which they operate. They will also receive practical tools and knowledge to allow them to work with or within a PPP and discuss and debate sophisticatedly how they should be managed and governed.

To do this, the course uses a mix of lecture, discussion, video, and experiential learning. A key feature is a simulation that provides students the opportunity to experience the formation of a PPP using the tools they develop during the semester.

Sustainability issues such as climate change, human rights and racial justice have become the defining challenges of business. International corporations must navigate a complex web of regulatory and policy challenges to assure their long-term viability. In response to statutory, investor and customer pressures, Environmental, Social and Governance (ESG) factors are fundamental to how Boards and Senior Executives are valuing strategic opportunities and their overall risk profile. Lawyers will play an increasingly critical role in advising on trends related to: (i) the greater integration of sustainability within policy and legislation; (ii) the appetite of investors for ESG considerations within their investment portfolios; (iii) the demand for greater transparency and uniform disclosure; (iv) the growth of green and social impact investment products; and (v) the heightened calls for racial equity and social justice. This course will provide a general overview of the statutory and regulatory frameworks required to advise businesses on these ESG challenges and explore how evolving interpretations of “fiduciary duty” and “corporate purpose” may help or hinder the ability of business to make a meaningful impact on climate change and other social issues.

Learning Objectives:

At the conclusion of the class, students should be able to:

• Identify the key legal ESG issues involved in corporate transactions (investments, acquisitions and due diligence);
• Understand how risks can be mitigated related to climate change litigation and other ESG claims; and
• Evaluate the effectiveness of policy initiatives designed to increase the social impact of business.

This course provides a broad overview of mergers and acquisitions. This course will provide a framework for students to understand the merger and acquisition environment, to analyze M&A transactions, to develop opinions about them, to design M&A transactions, including friendly deals, hostiles, leveraged buyouts, mergers of equals, and cross border situations and covers topics such as the structures commonly used in M&A transactions, securities laws affecting M&A transactions, strategies employed by the acquiring company and the target firm in negotiating an acquisition, the roles and responsibilities of stakeholders in responding to an acquisition proposal, takeover defenses employed by target companies, the structure of an acquisition agreement, and the techniques for effective drafting of transaction documents.

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.

Federal employees and contractors safeguard our nation’s most sensitive information and secrets. However, many do not consider that national security is a major consideration when employing civil servants or making decisions regarding their continued employment.  As of 2017, over 4.3 million Americans possess a security clearance and even more have access to sensitive, unclassified information. Security clearances and suitability reviews assess the reliability, trustworthiness, and character of prospective employees. 

Because security clearance and suitability adjudications often determine whether a person is hired - and in some cases, fired - they invoke the application of employment protections under laws such as Title VII of the Civil Rights Act of 1964, Age Discrimination in Employment Act of 1967, and the Americans with Disabilities Act Amendments Act of 2008. The decision to deny employment based on a security clearance or suitability decision is considered an adverse action. While some actions are subject to judicial and/or administrative court review, others are not.  Therefore, executive orders, federal regulations, and agency guidance are necessary to ensure that vetting is both thorough and fair. In the last decade, courts and agencies have grappled with issues ranging from discrimination to the stigmatization of mental health issues in security clearance and suitability adjudications.

This course will examine the intersectionality of national security issues and employment; specifically, how national security concerns shape vetting in federal employment from security clearances to suitability reviews. Moreover, it will serve as an introduction to understanding the interplay of federal case law, executive orders, federal regulations, and agency guidance in this area.

Successful management of globalization has emerged as the central challenge of our time. Globalization has been blamed for many of our social and economic problems from inequality to stagnant growth. The international regulatory failures exposed by the financial crisis of 2008-2009 have called into question not only the regulatory framework for financial stability, but also the entire framework of international norms and institutions known as Bretton Woods that have been the pillars of global economic regulation. The accompanying collapse in public trust in government experts and private elites has complicated efforts to address these challenges. Populist candidates have swept elections, particularly in the US and UK, based on platforms to reverse the course of international integration. Meanwhile, China and Russia have doubled down on leaders that embrace a return to state controlled economies and traditional notions of regional hegemony. Are we at an historical turning point characterized by GLEXIT – the abandonment of globalization – or will these challenges lead to a Globalization 2.0?

The purpose of this seminar is to look at the role of international economic law in managing globalization, both in terms of extracting the benefits and in addressing the consequences, particularly those negative effects that have fed the backlash. The focus of the seminar will be on the central regulatory regimes governing international economic activity: trade, monetary, investment, finance, competition, tax, sovereign debt and corruption. We will examine the fundamental character and role of legal norms, regulatory systems and international institutions in a world characterized by interdependence and conflict.

This is a research seminar in which the initial eight weekly classes will present a survey of regulatory regimes designed to give students a framework for what have historically been somewhat distinct “silos” but which each illustrate the recurring tensions between fragmentation and coherence. We invite student involvement in the specific topics in the field on which we focus. Each student will be asked to provide short papers responding to the readings for each of the initial sessions. Students will be expected to write a research paper on a relevant topic under the guidance of one of the professors and to make a short presentation to the class during the last third of the course. In their research paper, students will be expected to identify a contemporary, global economic regulatory issue and propose solutions drawing on insights from the seminar (and their broader studies) to analyze the problem, propose and defend possible solutions.

The seminar will be taught by professors with a wide range of experience in academia, private practice and government service. Distinguished outside experts will also be called upon to address particular topics within this framework. 

A number of broad themes will be developed to help unravel the complexity of global regulation:

• What is the role of legal norms in creating efficient and sustainable global markets? Do some problems lend themselves to different types of norms (e.g. soft versus hard law)? What about governance, the formality of legal norms (and institutions) and the role of national sovereignty and subsidiarity?
• Why do the different global economic regulatory regimes look so different? Why has trade evolved with an advanced set of norms, dispute settlement and enforcement?
• How have crises and systemic failures contributed to the development of legal regimes? Do crises lead to sustainable and effective regulatory regimes?
• What role does trust play in the character of legal regimes? Can international economic law be viewed as the objectification of trust? How can trust be sustained when global issues engage citizenry across the most diverse context imaginable?

Understanding and dealing with U.S. export control and sanction laws have become increasingly important skills for lawyers advising clients who compete in the global economy, including manufacturers, service enterprises, financial institutions, and companies licensing their technology abroad. This course surveys the federal laws and implementing regulations governing the export and re-export of goods, services, technology and software from the United States or by persons subject to U.S. jurisdiction, the extraterritorial reach of re-export controls, prosecution strategies, restrictions on dealings with or in sanctioned countries, prohibitions against dealing with blacklisted parties, and other sanctions that apply to non-U.S. companies and individuals. We also will examine the policies underlying these rules, which are designed to address ever-changing and developing threats to the United States, including Russian aggression in the Ukraine, the nuclear threat posed by Iran, civil war in Syria, missile development in North Korea, and conventional military tensions between the United States and China.

The course is designed to impart the practical skill sets and strategies you will need to use and understand the complex regulatory regimes underpinning U.S. export controls and sanctions, and to communicate effectively with the relevant government actors.  The applicable laws include statutes such as the International Emergency Economic Powers Act, Trading with the Enemy Act, Arms Export Control Act, the Export Control Reform Act, and regulations issued by federal agencies such as the U.S. Departments of Commerce, Treasury, and State.  Our study of these rules will include review of case law, agency guidance and prior government enforcement actions.

The course also will focus on the enforcement environment, including the trend of ever-increasing fines, the use of extradition, and imprisonment. We will discuss defense strategies and the potential for global settlements with the Departments of Justice, State, Treasury, and Commerce.

Finally, the course will emphasize developing the working knowledge necessary for hands-on practice and problem-solving in this field. In addition, the course will provide skills sets to assess proposed legislation and regulations in depth, as well as advocacy skills related to legislation and rulemaking.

Understanding and dealing with U.S. export control and sanction laws and regulations have become increasingly important skills for lawyers advising clients who compete in the global economy, including manufacturers, service enterprises, financial institutions, and companies licensing their technology abroad. This course provides an in-depth survey of the federal laws and implementing regulations governing the export and re-export of goods, services, technology and software from the United States or by persons subject to U.S. jurisdiction, the extraterritorial reach of re-export controls, restrictions on dealings with or in sanctioned countries, prohibitions against dealing with blacklisted parties, and other sanctions. 

The course is designed to impart the hands-on, practical skill sets needed by those who wish to practice in the increasingly in-demand area of export controls and sanctions compliance, including the skills needed to use and understand the various complex laws and regulations systems that implement U.S. export controls and sanctions, such as the International Emergency Economic Powers Act, the Trading with the Enemy Act, the Arms Export Control Act, and the Export Control Reform Act, as well as regulations issued by various federal agencies, including the U.S. Departments of Commerce, Treasury, and State. 

This course also will provide the skill sets necessary to communicate effectively with licensing agencies, how to approach foundational determinations of agency jurisdiction and classification, and how these issues affect direct investment in the United States as regulated by the Committee on Foreign Investment in the United States.

Time permitting, the course also will focus on the civil and criminal enforcement environment, including the trends of ever-increasing fines and global settlements with the Departments of Justice, State, Treasury, and Commerce. 

The course analyzes the World Trade Organization (WTO) and its agreements, including the General Agreement on Tariffs and Trade (GATT), and the substance and status of negotiations to amend the agreements. It concentrates on the coverage of the agreements, based on their text and interpretive guidance from key dispute settlement decisions. The course also reviews the relevant economic, policy and legal aspects of the international trading system.

This course will provide an indepth study of specific topics in international commercial arbitration from both a theoretical and practical perspective. Topics to be considered will include:

1. the arbitration agreement - the separability doctrine, choice of law, parties to the agreement (including non-signatory issues), competence-competence, enforcement of the agreement and other types of national court intervention;
2. complex arbitrations - multiparty and multicontract issues, joinder of parties, consolidation of cases, parallel proceedings;
3. the arbitral tribunal - selection of arbitrators, duties of arbitrators, independence and impartiality issues, challenges of arbitrators;
4. the arbitral proceedings - bifurcation, interim measures, evidentiary rules, the conduct of hearings; and
5. the arbitral award - drafting of awards, enforcement and setting aside of awards, the 1958 New York Convention on the Recognition and Enforcement of Awards.

The course will refer to arbitration rules, case law, statutes and international conventions.

Students in this small seminar will receive individualized instruction in oral and written advocacy in advanced topics in international arbitration. The scope of instruction will include both procedural and substantive topics. The principle underlying the course is that students will learn by doing.

Enrollment will be based only on professor permission; students should not rank this course in the pre-registration process. Permission will be principally based on the results of a moot court try-out competition.

Countries of the so called "Latin America" have seen a substantial increase in disputes submitted to arbitration. The last decade has seen, on the one hand, amendments in the arbitration laws of the region and, on the other, an increase in both commercial disputes and investor State claims under bilateral investment treaties and free trade agreements. But what is "Latin America"? Is there a Latin American arbitration? Is there a common approach to arbitration by the different countries in the region? Have the countries in the region simply adopted international standards and rules, or is there a Latin American contribution to the development of arbitration? Is there a Latin American way of conducting arbitration or rather an increasing adoption of practices and rules more akin to common law traditions? How can lawyers trained in the common-law tradition work in arbitrations subject to the laws of Latin American countries and located in Latin American venues? What have been the effects of the so-called “constitutionalization” of arbitration? Is there a uniform approach of Latin American countries to arbitration under investment treaties? Is there a trend to expand the relevance of local law in investment claims and to insist in the Calvo doctrine? Do human rights or rights of indigenous communities play a role in investment disputes? Where is the debate as to whether the existing investment treaties and the arbitration rules reflect the dominant interests of capital-exporting nations? What have been the defense strategies of Latin American states?

The mere definition of what is Latin America presents a challenge to both lawyers and historicists. This course will explore, with a brief introduction as to the historical differences and common grounds between the countries in the region, the responses to the different questions that arise in a region where the approach to arbitration swings from the magic solution to reduce work overload in courts to a public enemy that should be eliminated.

Over the past forty years, China has gone from one of the most isolated countries in the world to a major player in international affairs, a leading exporter, and a much more influential voice on regional security matters. Yet even with the rapid economic growth and increased influence that China has achieved over the past several decades, it maintains an ambivalent attitude towards many key aspects of international law and the architecture of global order. This class will explore China’s ambivalent engagement with international law in the context of its increasing prominence as an emerging power, and will in particular look to address the question of how China might adapt to the existing world order, and the ways in which it might look to influence its evolution. The class will cover a range of issues, including China’s membership in the WTO; its engagement with the international human rights regime; China’s approach to international cooperation on issues like global warming and nuclear non-proliferation; and international law aspects of the dispute over the South China Sea; among others.

Learning Objectives:

This class will provide you with a solid understanding of China’s approach to key international law issues, and also a sense of the Chinese government’s views on international law and international legal institutions more generally. By the end of the semester, you should have a sense of how China fits into the existing global legal order, and the ways in which it is seeking to influence or even alter it. In-class discussions will also bring out the ways in which other states have sought to influence Chinese behavior, which will give you a sense of how and when relatively powerful states like China can be convinced to alter their approach to key international law issues.

For students who have not previously taken a class on public international law, this course will serve as a basic introduction to key concepts of international law (although the readings will focus very heavily on the Chinese approach, rather than the underlying law itself); for those who have taken prior international law courses, this course will serve as a useful refresher.

A core goal of the class is to understand international law from the perspective of the Chinese state. In other words, students will develop a sense of why China makes the choices it does on key international law issues, and what values and political and historical dynamics drive its decision-making. In so doing, students will gain insight into a different political-legal culture, and seek to understand how different political-legal systems – including non-democratic ones like China – come to grips with legal questions in ways that may differ markedly from the approach of the U.S. government. At the same time, having taken steps to articulate China’s perspective, students may be able to see more clearly the values and political and historical factors that drive American decisions on key international law issues.

Finally, a core goal of the response papers – above and beyond demonstrating an understanding of the substance of the readings – will be to give students the chance to build their skills at analyzing legal arguments, and in building their own written arguments in response to them. As noted below, response papers will be graded both on the basis of demonstrated mastery of the material, and also on the basis of the successful construction of a persuasive and fact-based argument.

The course is designed to give students an overview and practical insight on the legal aspects of doing business with or investing in Latin America. The course will focus on Mexico, but will also address legal issues associated with doing business in Central and South American countries. Topics will be discussed from the perspective of U.S. investors doing business in the region, and will cover the legal implications of cross-border distribution, licensing and joint venture arrangements, acquisitions and direct investments, labor planning and creditor rights.

International investment arbitration is a fast moving field, with new issues rapidly becoming pivotal to legal practice.  This seminar will delve into the cutting-edge topics that promise to make a mark on the field.  For the 2023 edition of the course, these hot topics will include, among others, fundamental reform to the international investment dispute resolution system (ISDS), the problem of corruption allegations, the role of human rights in investment disputes, transparency in ISDS  The goal of this course is not only to inform students about these emerging issues, but also to give students the analytical tools needed to thrive in a field defined by rapid change.

The course will not rely on a casebook, but instead will use awards and articles to further its goal of exploring emerging issues.   Students are expected to read all of the materials and be prepared to engage in active discussion in each class.  Twenty-five percent of the grade will be based on class participation, twenty-five percent on participation in formal in-class debates during the last day of class, and fifty percent on a final paper (on an issue of the student’s choice) to be submitted at the end of November 2023. As this is a class on questions for which there are few clear answers, there will be no final exam.

This course will use recent transactions involving infrastructure projects (domestic and international) to illustrate the legal techniques and financial issues involved in project development and financing. The course will address case studies involving energy projects, telecom, toll roads, mining, ports, airports, other infrastructure and professional sports facilities. Class discussion will include analysis of how project risk analysis is done and review of key documents used to develop, construct and finance projects. Students will participate in simulated contract negotiation and drafting exercises representing designated parties to a transaction. Coverage will include different sources of financing, including banks, capital markets, ECAs and multinational entities. There will be both a final examination (open-book) and a short drafting exercise that will be graded. Classes 11/12 will be a Special Negotiation Workshop, for which the class will be divided into groups to negotiate a financing term sheet for a model transaction. Depending on pandemic conditions, this may take place during regular classes, or may be done in person on a specified Saturday from 8am-1pm.

The required course textbook is: 

E.R. Yescombe, Principles of Project Finance (London: Academic Press, an imprint of Elsevier, 2014) (2d Edition). Please note that the second edition is materially different from the first edition, and all page number and other references in this syllabus and in the course will be to the second edition.

Additional case studies, such as Henry A. Davis, ed., Project Finance: Practical Case Studies, Second Edition (two volume set: Volume I – Water and Power, and Volume II – Resources and Infrastructure), and other materials not in the above publication will be provided.

Learning objectives:

The course is based on four major themes and aims to teach students to analyze issues in light of each theme: (i) allocation of risk, (ii) non-recourse or limited recourse arrangements, (iii) effective contract structures, and (iv) financeability. The class will focus on both theory (risk analysis and mitigation) and practice (critiquing and drafting agreements). Both the written assignment and the workshop will focus on practical matters relating to practice issues.

This course will consider ethics principles governing the conduct of counsel, arbitrators and expert witnesses in international commercial and investment arbitrations. Topics will include recent developments in the IBA Guidelines on Conflicts of Interest in International Arbitration and the IBA Guidelines on Party Representation in International Arbitration, other soft law instruments such as the ABA/AAA Code of Ethics for Arbitrators in Commercial Disputes, national law regulation of the conduct of arbitrators and counsel in international arbitrations, ethics requirements included in international arbitration rules and ethics requirements for witnesses in international arbitrations, as well as recent ethics-related jurisprudence from ICSID, arbitral institutions and various national courts.

Learning objectives:

This course has the following goals:

• To enable the student to identify fundamental differences between the ethics obligations of principal participants (arbitrators, counsel and witnesses, particularly expert witnesses) in international arbitrations (involving participants from a multiplicity of States and legal systems and a forum intended to be perceived as neutral and thus largely outside the influence of the particular national legal systems of the parties) and the ethics obligations of principal participants in national judicial systems.
• To identify the complex regulatory, choice of law and legal culture problems involved in identifying the sources and content of ethics obligations of participants in international arbitrations in light of the diversity of legal and national cultures involved and to compare and contrast with the sources and content of ethics obligations of participants appearing in national courts.
• To identify possible remedies for breaches by participants in international arbitrations of their ethics obligations (if any) and to compare and contrast with remedies in national courts.

My objective will be to enable students, by the end of the sessions, to be able to:

• describe the subject areas covered (or not covered) by ethics responsibilities for principal participants (arbitrators, counsel and witnesses) in international arbitration
• describe how those areas may differ in sources and content, when compared with national court systems,
• recognize and explain reasons why the ethics responsibilities of participants in international arbitration differ from the ethics responsibilities of similar participants in national court systems
• describe important uncertainties with respect to ethics obligations of those participants, and
• apply that learning to advise clients and counterparties on complying with those responsibilities or, when the nature of those responsibilities are uncertain, how to manage the arbitral process in light of those uncertainties.

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.

This course will provide students with a practical understanding of an International Centre for Settlement of Investment Disputes, ICSID, arbitration proceeding from the moment of the submission of a request for arbitration through the issuance of the award and post-award remedies. ICSID is one of the five organizations of the World Bank Group and the arbitral institution most commonly used for the resolution of international investment disputes. ICSID case law has played a major role in the development of modern international investment law.

After a short introduction on the creation of ICSID and its development, students will receive a basic overview of the modern investment treaty regime. The course will then focus primarily on the jurisdictional thresholds that are at the heart of an ICSID arbitration, including the existence of a dispute arising out of an “investment”, nationality requirements, and consent to arbitration under the ICSID Convention. Special procedures, including summary dismissal of the claim under ICSID Arbitration Rules, provisional measures, intervention of non-disputing parties, such as NGO’s or multilateral organizations in the proceedings, transparency requirements and post-award remedies will also be addressed.

The course may include guest lectures.

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. 

The New York Convention of 1958 on the Recognition and Enforcement of Foreign Arbitral Awards is generally considered as the most important legal cornerstone for international business arbitration. It is also acclaimed to be the most successful international convention in international private law. The New York Convention provides for the international enforcement of arbitration agreements and arbitral awards. There are now 156 Contracting States and more than 1,800 court decisions interpreting and applying the Convention. The course will analyze and compare the most important ones of those decisions. It will offer a unique insight in treaty design, statutory enactments, varying court approaches, and the practice of international arbitration. The course materials will be made available at www.newyorkconvention.org.

This is a year-long class restricted to students in the International Arbitration Scholars program. The course counts as one credit in the Fall, and three credits in the Spring (students will be enrolled for both semesters and will receive one grade for the class at the end of the Spring semester. Withdrawals are permitted up to the last day of class of the Fall semester, but withdrawal from the colloquium will also result in withdrawal from the Scholars program.) During the Fall semester, Scholars and faculty will meet for informal meetings to get to know each other and to be introduced to the arbitration community in Washington. Scholars will also meet individually during the Fall semester with Professor Whitesell and/or their faculty advisor to propose their research idea, present an outline and get feedback on the outline.

During the Spring semester, the Colloquium will meet on a weekly basis as a class. Spring classes will be a combination of student presentations, and specific topics presented by invited experts. Over the course of the Spring semester, class members will present their research to the group, with each class member presenting twice during the semester (once during the beginning of the semester to present their projects in the early stages, and once during the later part of the semester to present their near-final papers). The Scholars will also meet during the Spring on an individual basis with their advisors as they work to finalize their paper into publishable quality.

This course will examine how international disputes are resolved through arbitration in Asia. With the expansion of trade and investment, integration of global markets and the increasing complexity of transactions, international disputes inevitably arise. International arbitration has become the preferred means in Asia by which to resolve cross-border disputes, providing a critical pillar to the stability of international business and financial architecture. The emergence of Singapore, Hong Kong, Seoul and Beijing, among others, as hubs for arbitration offers alternatives to traditional centers such as London, Paris, Geneva or New York. With innovative arbitral institutions such as the Singapore International Arbitration Centre, Hong Kong International Arbitration Centre, China International Trade and Economic Arbitration Commission and Korean Commercial Arbitration Board, a wealth of case law and a mixture of common and civil law jurisdictions, an understanding of the commercial and investment arbitration practice in Asia should help practitioners and students interested in arbitration and Asia.

Main Textbook: The Developing World of Arbitration: A Comparative Study of Arbitration Reform in the Asia Pacific (Hart)

Additional Material to be provided.

Almost a decade has passed since the uprisings of the Arab Spring swept across the Middle East, causing political unrest and economic instability. These waves of upheaval and their aftermath have caused severe disruption to foreign investment inflows and cross-border business transactions, propagating a number of high-profile commercial and investment disputes and rendering arbitration an essential tool for doing business in the region more than ever.

This course will examine the history of arbitration in the Middle East and its evolution from the Islamic era, through the early colonial twentieth century’s oil & gas arbitrations, to the modern-day proliferation of commercial and investor-State arbitration cases. The classes will draw upon a wide range of materials including law journal articles, arbitral awards, regional treaties, domestic arbitration laws and court decisions to discuss and provoke debate over core topics in the international arbitration field, such as the impact of Sharia law on the arbitration process; the internationalization of contract-based disputes; the contribution of the Iran-US Tribunal to the development of international investment law; the role of consent to arbitration contained in domestic laws; attribution and State responsibility in the context of the Arab Spring, enforcement of arbitral awards in the region; and the rise of inter-Arab investment arbitration through the investment treaty of the Organization of Islamic Conference.

This course is designed for students, young scholars, and practitioners who are interested in understanding the unique features of arbitration theory and practice in the Middle East, and appreciating the legal and cultural context within which the current arbitration practice in the region has developed. The course will also provide practical insights and commentary on domestic arbitration regimes of selected countries, and arbitration rules and processes of some of the region’s arbitral institutions, including CRCICA, DIAC, DIFC-LCIA, ADGM-ICC, BCDR, and SCCA.

Learning Objectives:

Students will:

• Better understand the origins of the concept of arbitration in Islam, and the role that Sharia law plays in today’s arbitration process in the Arab world.
• Develop familiarity with the arbitration practice and its evolution in the region through the lens of landmark cases involving Arab States and assess the contribution of these cases to the overall development of the international arbitration field.
• Gain knowledge of the protections and guarantees afforded to investors by regional treaties and domestic investment laws of Arab countries, including dispute resolution clauses that refer to international arbitration.
• Identify some of the legal challenges faced by investors when attempting to enforce a foreign or international arbitral award in the Middle East.
• Develop familiarity with some of the major regional arbitral institutions and their common structures and procedural rules.

The course explores issues common to litigation in U.S. courts arising from cross-border business transactions, including venue, jurisdiction, service of process, choice of law questions, discovery, evidence from abroad, privilege and ethical considerations, and the recognition and enforcement of foreign judgments in U.S. courts. The course covers the resolution of disputes in litigation, as well as in arbitral proceedings, and through regulatory and other internal investigations, and explores issues such as the Foreign Corrupt Practices Act.

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 class looks at international commercial arbitration in cross-cultural context and considers the various ways in which arbitral procedure borrows from the common and civil law traditions. Students will study various practices that are typical in arbitration and that can give rise to particular difficulties when the parties, counsel and/or arbitrators come from different legal traditions.

Among other things, students will engage in hands-on exercises involving interviewing, cross-examination, drafting of witness statements and the like. The goal is to provide students with a deeper understanding of how international commercial arbitration differs from other types of national and international dispute resolution and to provide students with the tools needed to excel in this growing area of law and practice.

After taking this course, students will have an increased ability to:
• appreciate the special nature of international arbitration as compared to other national and international dispute resolution processes;
• draft and revise international arbitration agreements;
• select an appropriate arbitrator in international matters;
• challenge arbitrators in international disputes;
• conduct cross-examination in international arbitral settings; and
• draft and review document requests in international arbitration. 

Resolution of disputes between private sector companies and sovereigns arising under international contracts and projects typically are resolved by international commercial arbitration, giving rise to unique challenges, issues, and opportunities.

This class will address the relationship between international arbitration and court litigation, key fora and features that exist in this realm, proper negotiation and mediation techniques, analysis of foreign sovereign immunities, choice law issues, the importance of language and culture in these disputes, interplay with treaty arbitration, issues arising under arbitration clauses, critical trends in case law and arbitral institutions, and enforcement of arbitration awards globally. The course will feature guest speakers, hands-on exercises, use of materials from actual arbitrations, optional field trips to local courts, and a two-class practical moot--all focused on the dynamics and practicalities of dealing with the disputes of sovereigns and private parties.

Cross-border lending has grown exponentially in recent decades, especially with the opening of new markets in emerging economies and further integration of financial markets globally. High yield, EM risky lending has also grown in a low interest rate environment in developed markets. With a higher inflation and interest rate environment globally, debt refinancing and liability management is expected to significantly increase in the short term.

A natural consequence is the invariable need to restructure cross-border debt. Such financial restructurings or "workouts" can occur individually with a troubled debtor or on a broader level in systemic crises (e.g., the debt crises involving Asia, Russia, and Mexico in the late nineties, Argentina in the early 2000's, the 2008 global financial crisis, and the post COVID-19 changes to behaviors).  In this course we will simulate, from an international lender's perspective, the out-of-court debt restructuring or "workout" of a corporation in distress. The simulation of this hypothetical workout will have role-play and extensive class interaction: we will be members of the restructuring and insolvency practice of an international law firm.

Our client will be an international commercial bank with a troubled loan to a company in a developing country. Our job will be to provide legal advice and services to our client throughout the loan workout process. During the semester we will also have insolvency practitioners as guest speakers. Our work will include conducting due diligence, recommending a legal strategy, coordinating the creditor group, establishing negotiation strategies (and leverage) for our client, structuring the transaction documents, and closing the deal.

The objectives of this simulation are to help students (1) understand the legal framework governing cross-border insolvency and restructuring, (2) debate legal issues affecting cross-border debt restructurings, (3) grasp the principles and best practices of international debt restructurings and insolvency from a practical perspective, (4) develop legal risk analysis and problem solving skills in the context of a troubled international financial transaction, and (5) gain experience with relevant document structuring and cross-border negotiation strategies.

Issues that will be addressed in the course include choice of law and jurisdiction, enforcement of creditors' rights in foreign courts, corporate governance, holdout creditors, moral hazard, distress signs in a company, cultural sensitivities, and cross-border negotiation techniques.

The course will be taught by Claudio N. Rechden, General Counsel at Deva Capital Advisory and former Lead Counsel for Special Operations in Asia and Latin America for the International Finance Corporation (the private sector arm of the World Bank). Claudio has extensive international finance, cross-border restructuring and litigation experience, having worked in several workouts worldwide. Evaluations will be done by a final short reaction paper in groups and by class participation. There will be no exams.

This course will provide an introduction to the international legal and institutional frameworks that govern economic cooperation among nation states in the key areas: (a) international monetary law, (b) international trade, (c) international capital movements (including foreign direct investment) and (d) international development.  A central area of focus will be how these different frameworks interact – and, in some cases, conflict – with each other, as policy makers struggle to both maximize the benefits of globalization and minimize its costs. Considerable emphasis will be placed on the institutional dimension of cooperation, with a comparative review of the relevant international organizations (including the WTO, IMF and the World Bank).  The Course will identify the current challenges faced by each of these institutions in an environment where multilateral co-operation, although increasingly urgent, is also increasingly unpopular. The Course will be interdisciplinary, focusing on the legal, political and economic dimensions of these complex problems. Senior officials of a number of the major international organizations will participate as guest lecturers, giving their own perspectives regarding the key challenges facing their institutions.

The Course will be divided into two parts:

The first part will include an overview of the relevant legal and institutional frameworks, their relationship with each other and some of the key challenges they currently face.

The second part will cover a number of cross-cutting issues that often require effective coordination among these different institutions, including the following:

• The backlash to globalization and efforts to “decouple” or restrict the flow of capital, goods or technology to certain markets, or to reconfigure global supply chains.

• The role of the state in the market economy, including the role of subsidies and other forms of government intervention and the debate over non-market economies in the WTO.

• The efficacy of “soft law” and “soft institutions”, which are increasingly relied upon in an environment where countries are less inclined to surrender legal sovereignty through the creation of treaty obligations or the establishment of independent international organizations.

• The impact of both economic crime on economic development and financial stability, with a review of efforts by the international community to address this problem.

Learning Outcomes

By the end of the course, students will have gained a general understanding of the range of legal frameworks that govern international cooperation in trade, monetary affairs, international capital movements (including foreign direct investment) and international development. They will also have gained insight into the relationship among these frameworks, which is critical in an environment where global economic problems require integrated solutions. Importantly, they will have gained an appreciation of the institutional dimension of economic cooperation, which is of great importance given that a critical feature of the post-war architecture has been the extent to which the international community has delegated authority to international organizations to provide the “machinery of cooperation” despite a waning faith in multilateralism. Having gained an understanding of the general principles that underpin international economic law and institutions, students will have an opportunity to apply this understanding to a number of cross-cutting issues that are of current relevance, including sovereign debt, the growing importance of soft law, economic crime, the accountability of international organizations, and the backlash to globalization.

The course begins with an introduction to international energy arbitration, followed by discussion of the international energy industry, its sources, segments, and players, including its evolution during the energy transition. An extensive presentation on the legal framework for international energy arbitration covers international laws and norms, national constitutions, national petroleum laws and regulations, and, in particular detail, the historical evolution of upstream host government petroleum contracts, including petroleum fiscal systems. To place the subject of host government contracts in its proper setting, the next section describes resource cycles and resource nationalism, as well as the legal status of host government contracts. Segments on contract stabilization and choice of law come next. Discussion then moves to the early international oil and gas arbitration awards, from there to several modern international oil and gas arbitration awards, and finally to contemporary energy disputes with host governments. The course next covers commercial disputes arising out of joint operating agreements, gas contracts, and LNG sales contracts. Following a discussion of enforcement of energy awards, the final segment concerns building an international energy arbitration practice. The course is designed to provide an in-depth knowledge of the main types and key drivers of international energy disputes, past and present, not only to aid in understanding the international energy industry, its business relationships and contracts, its broader legal framework, and its disputes, but to build better advocates to represent international energy companies and host governments in these contentious proceedings.

International investment law consists of those international legal principles that define the obligations of states toward the investments of aliens within their territory. Like all international law, it has developed in response to the concerns of States. The goal of this seminar is to develop in the student a rather full understanding and appreciation of the important principles of international investment law that now prevail and of the issues that are currently the subjects of serious debate. The seminar aims to develop this understanding by studying the historical development of this area of the law and considering the fundamental concerns of States that have driven this development.

We will begin by considering, as a normative matter, what a state’s responsibility toward private property should be and then review the legal principles espoused by the United States and other Western countries at the beginning of the last century, when there were few independent countries interested in challenging these views. We then will consider the development of dissent from this Western consensus in Latin America and in the newly independent states of Asia and Africa that emerged following the Second World War. Our consideration of this period of discord will be followed by discussion of the so-called "Washington consensus" that developed in the 80s and 90s, some parts of which are reflected in the thousands of bilateral investment treaties that have been concluded, largely in the last 30 years. We then will focus on those investment treaties, and the many arbitral awards that have interpreted them, to identify (1) key principles of investment law on which a broad consensus has emerged and (2) difficulties that arise in applying those principles to particular situations. Finally, the seminar will consider the relationship between international investment law and efforts by states -- jointly or separately -- to promote environmental protection, labor rights, and investments that serve the long-term interests of the population of the host state. We will discuss whether these goals can be pursued effectively under the principles on which a consensus now exists, whether these principles need to change, or whether some additional principles need to evolve. We will end by discussing some of the policy issues now being debated that relate to the desirability of investor-state dispute-settlement procedures and to the contents of international investment agreements, including two now being negotiated, the Transatlantic Trade and Investment Partnership (TTIP) and the Trans-Pacific Partnership (TPP)

Foreign investments today enjoy international legal protection through a global network of more than 3,000 investment treaties. Many of these treaties offer recourse to international arbitration to investors whose investments have been subject to interference in the state hosting the investment. Public interest in investment treaty arbitration is growing and both developed and developing countries have begun to revisit their treaties. Investment treaty arbitrations often focus on the interface between domestic and international law, and turn on how to balance the rights of private investors against the wider public interest.
 
Over the last two decades, international investment law has become one of the most dynamic areas of international law. Public attention has focused on the Transatlantic Trade and Investment Partnership, NAFTA, and the Trans-Pacific Partnership Agreement. In the wake of a rapid increase in the number of investment disputes, including those arising out of Argentina’s 2001 financial crisis, Germany’s exit from nuclear power, the expropriation of Yukos shareholders and Australia’s plain tobacco packaging legislation, awareness of investment treaties and their robust investor-state dispute resolution mechanism, has grown. The legitimacy and fairness of decision-making by investment tribunals have come under scrutiny.
 
This seminar addresses the substantive and procedural legal issues arising in investment law and arbitration today, principally – but not exclusively – from the perspective of practice. We will consider the ambit and substance of the protections afforded to foreign investors through treaties, including investment chapters of free trade agreements, while focussing on the specific legal and practical issues that can arise for claimant investors, respondent states, arbitrators and third parties during the course of a case. We will learn about the institutions and rules that govern investor state arbitration, we will consider the theoretical and policy background that underpins the governing framework, and we will scrutinize the relationship between investment treaty law and other areas of international law, public law, and human rights law

This survey course introduces students to the mechanisms used to resolve cross-border commercial disputes—international litigation and international arbitration—from the perspective of a practitioner. Among the topics examined are (1) the legal and practical advantages and disadvantages of litigation and arbitration, (2) the international legal framework for international arbitration and litigation (including key treaties), (3) key elements of international arbitration agreements (including the negotiation of those agreements), (4) key principles regarding the enforcement of international arbitral awards, (5) basic conflicts of laws principles in international arbitration and litigation, (6) principles and tactics involved in litigating and arbitrating against foreign sovereigns and their instrumentalities, (7) the jurisdiction of US courts over foreign defendants in cross-border cases, (8) the enforcement of US judgments in other national courts, (9) the practice and strategic use of parallel international litigation and arbitration proceedings, and (10) unique features of civil and common law in the resolution of international commercial disputes.

The International Negotiation course will focus on the methods and objectives for successfully engaging in international negotiations. This course will include in-depth reviews and class discussions of negotiations conducted by governments, the private sector, non-governmental organizations, as well as international institutions. The course will provide important insight into the necessary preparations and research necessary to conduct international negotiations as well as a better understanding of the complexities and nuance of actual negotiations. The course will provide students an opportunity to review and dissect previous negotiations and prepare and conduct negotiations based on their understanding of what works and what does not. Discussions will focus on the most important aspects of negotiations -- mutual understanding of the expected outcome, in-depth review of the expected positions of the parties, how to accurately understand the extent of any leverage and how to assess a successful outcome. Cultural, linguistic and other possible impediments to a successful negotiation will also be explored to provide students a full understanding of all that goes in to a successful negotiation.

This simulation course is designed for students who have taken an International Negotiations course and want to further develop the skills introduced in that course. Specifically, in this smaller class environment, students will obtain real world, international negotiating experience based on actual negotiations and international issues. Students will face the same situations experienced negotiators face in the international context and the course will provide students with opportunities for one-on-one interaction with international negotiators during their negotiation simulations.  

Through this course, students will:

• Develop and sharpen legal and negotiating skills in the international context by simulating real world negotiations in a real-world setting.
• Gain knowledge in how to prepare, strategize, and conduct a negotiation in the international context. This includes legal, historical, political, diplomatic, and other research necessary to prepare for an international negotiation.
• Come to understand and be able to use an organized theoretical framework in which to analyze the problems of international negotiations.
• Engage in effective problem-solving with respect to the simulated exercises, whether alone or in teams.
• Identify and appreciate ethical considerations related to international negotiations and the importance of credibility, authenticity, and honesty.
• Demonstrate professionalism in interactions with classmates and professors.
• Engage in self-reflection and peer critique, including applying lessons learned in exercises to future performances, and providing constructive criticism to classmates.

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.

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.

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.

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.

Modern interstate dispute resolution finds its basis in a string of ad hoc arbitrations and claims commissions from the 18th, 19th, and early 20th centuries.  The United States was an early adopter of arbitration as a means of resolving interstate disputes, first agreeing with the United Kingdom in 1794 in the Jay Treaty to resolve certain disputes remaining from the Revolutionary War.

In the first part of the 20th century, there was an effort to formalize such disputes, first through the PCA and then the PCIJ and ICJ.  In the latter half of the 20th century and into the 21st century, there was a rapid increase in formal mechanisms or courts to hear state to state disputes, including the WTO and ITLOS mechanisms, other specialized courts, and a host of regional courts and tribunals.  Ad hoc arbitration and claims commissions continue to be used to resolve disputes as well.

This course will tackle state-to-state disputes a historical and comparative perspective, tracking the development of interstate dispute resolution over time and across institutions.  We will approach the history of interstate dispute resolution from both a legal and political science perspective.  In so doing, the course will ask the following questions:

• Why have states agreed to submit their disputes to arbitration or other dispute resolution mechanisms?  What were the international relations factors that permitted the use of such mechanisms?
• How successful are such means in resolving disputes between states?  What sorts of disputes can be resolved through arbitration or similar mechanisms? 
• How does interstate dispute resolution work in practice?
• What are common procedures for such disputes?
• How do international courts develop international law?
• What are the prospects for interstate dispute resolution going forward?  

This course will introduce the basic concepts of international commercial arbitration from both a theoretical and practical perspective. It will provide a general overview of the subject, and subsequently focus on issues including the agreement to arbitrate, the constitution and duties of the arbitral tribunal, the conduct of the proceedings and the arbitral award. The course will refer to the ICC Rules of Arbitration in discussing many of the practical aspects of these issues.

This seminar will lay out the basic principles of international investment treaty arbitration by analyzing and studying the underlying principles of public international law as well as landmark decisions of the Permanent Court of International Justice and the International Court of Justice (ICJ) that influence Investor-State arbitration. The curriculum and calendar of the seminar will follow the procedural structure of a proceeding at the International Centre for Settlement of Investment Disputes (ICSID) — i.e., first covering registration of a request for arbitration under articles 25 and 36 of the ICSID Convention, then discussing preliminary objections under Rule 41(5) of the ICSID Rules of Arbitration, provisional measures, objections to jurisdiction, merits, and ending with quantum.

The objective of the seminar is to provide students interested in investment treaty arbitration and/or public international law with a solid understanding of the principles and judgments of the ICJ and other relevant public international law instruments, including the International Law Commission’s 2001 Articles on State Responsibility, which together form the basis for the rules and principles that guide investment treaty arbitration.

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.

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 will explore contemporary Islamic finance from a transactional vantage and with particular emphasis on structuring financial transactions and products. Islamic finance will be examined both as an application of Islamic religious law and ethics (shari’ah) and as an effort to create and operate a shari’ah-compliant economic system without interest payments and receipts and based upon a compliant risk-reward paradigm that maintains expected returns for the transactional parties. We will examine some of the core principles of the shari’ah and the methodology by which shari’ah compliance is determined (Shari’ah Supervisory Boards and the issuance of rulings (fatawa)). As a base, we will examine certain principles and precepts of shari’ah and the classical contractual and legal forms that have been approved as being shari’ah-compliant. Our paradigm will be the study of recent Islamic finance transactions in different financial categories and markets. As examples, we will consider, among other structures:

(a) lease (ijara) structures in real estate acquisition financings, construction and development financings and private equity transactions;

(b) commissioned construction and manufacture concepts (istisna’a) in real estate construction and development transactions and project financings;

(c) murabaha (sale at markup) arrangements pertaining to trade finance and working capital facilities;

(d) partnership (musharaqah) arrangements in acquisition financings, construction and development financings and project financing as well as more conventional joint venture arrangements;

(e) arboon (sale with downpayment) structures as they pertain to hedge fund activities, particularly short sales and options trading;

(f) rahn (pledge and mortgage) and adl (trusted person) concepts as they apply to project financings and collateral security structures;

(g) Islamic bond and securitization (sukuk) structures used in project finance, municipal finance, corporate finance and the capital markets; and

(h) international investment fund structures used for Islamic finance, including associated tax considerations.

In light of market realities, we will also consider conventional Western equivalents to certain shari’ah-compliant financial structures.

As firms from developed countries expand overseas, there is a growing demand for lawyers able to negotiate two types of contracts of increasing importance worldwide: contracts governing international joint-ventures and contracts governing investment by firms in countries other than their own, in particular in developing countries.

The purpose of this experiential course is to make it possible for LL.M. students to acquire the practical knowledge and to hone the skills needed to serve effectively in teams negotiating such contracts.

To this end, the course will be structured around three simulated negotiations of increasing difficulty:

• A simulated negotiation focused on the international licensing of a medical technology, because the transfer of technology is an increasingly important dimension of international joint-ventures and of foreign investments.
• A simulated negotiation focused on the formation of an international joint-venture to produce and commercialize green hydrogen based upon a new technology.
• A simulated negotiation focused on an investment by a firm from a developed country, into an oil-rich developing country, to make it possible to transform gas currently flared, a major source of pollution, into non-polluting products of significant commercial value.

For each simulated negotiation, the class will be divided into two teams that will negotiate with each other. The composition of the teams will differ for each simulated negotiation. During the simulated negotiations, each student will serve at least once as spokesperson for her/his team, engaging the other team on specific issues. After each simulated negotiation, the students who were not spokespersons will draft a memorandum of understanding summarizing what the parties agreed upon.

Learning Objectives:

By the end of the course, the students:

1. Will have gained an understanding of: a) the main issues that arise in the negotiation of each type of contract mentioned above (international joint venture; foreign direct investment), and b) the usual contractual ways to address such issues.
2. Will have honed three main types of skills: a) analysis skills required to design contracts that help both parties in a negotiation reach key strategic objectives; b) interpersonal skills required to constructively engage the other side during a negotiation; and c) writing skills needed to prepare memorandums of understanding (MoUs) that will be a solid basis for the drafting of durable contracts.

All lawyers, irrespective of their specialty, must negotiate. This intensive, interactive seminar will explore the theoretical and practical aspects of negotiating and mediating transactions and disputes in our legal system. The goal is to improve students’ understanding of negotiation and mediation as well as their ability to negotiate effectively.

Students will learn to negotiate by studying the negotiation theory, concepts and principles, and by participating in simulations and exercises from a variety of practice areas. The simulations are designed to familiarize students with the negotiating and mediation processes, sensitize them to their own negotiating behaviors, teach them how to use a mediator in aid of their negotiations, and raise a number of ethical and practical questions. 

Through in-class negotiation exercises, students will develop and sharpen skills in the areas of listening, asking questions, creative thinking, and persuasive communication. Class lectures and discussions will focus on such topics as the difference between competitive and integrative bargaining, the psychological and ethical dimensions of negotiations, and the importance of context in choosing negotiation strategies. Students will be videotaped while conducting at least one of their negotiations, followed by instructor evaluation and feedback.

Grades are based on the quality of student participation, several short “think pieces” and journal entries based on in-class experience, readings and lectures, and a final 10-15 page paper.

The Workshop is intensive (9:00 a.m. - 4:30 p.m. for six sessions spread over two weekends). Full attendance and participation is required at all six sessions.

Learning Objectives:

• Familiarization with negotiation and mediation theory, concepts and principles.
• Deepening of behaviors, processes and mindsets required for effective negotiation and mediation.
• Sharpening skills in the areas of listening, asking questions, creative thinking, and persuasive communication.
• Engaging in reflective practice.
• Awareness of the role that assumptions, differences (e.g., culture, gender) and psychology play in shaping negotiation/conflict dynamics.

This intensive, interactive seminar is designed to teach both the theory and practice of negotiation. The goal is to improve students’ understanding of negotiation as well as their ability to negotiate effectively. Students will spend much of their time participating in negotiation exercises and simulations from a variety of practice areas. Through the in-class negotiation exercises, debriefings, and lectures, students will develop and sharpen skills in the areas of listening, asking questions, creative thinking, and persuasive communication. Class lectures and discussions will focus on such topics as the difference between competitive and integrative bargaining, the psychological and ethical dimensions of negotiations, and the importance of planning and choosing negotiation strategies.

The seminar will meet for five sessions spread over two weekends. Attendance at all sessions is mandatory. Between weekend sessions, students will negotiate with a classmate and write a short reflection paper about the experience. In addition, a final paper (10-15 pages) is required, in which students should demonstrate that they have learned the concepts, principles, and theories from lectures, readings, and exercises.

Grades will be based on:

• Participation in class (30%)
• Midterm reflection paper (20%)
• Final paper (10-15 pages) (50%).

Learning Objectives:

• Gain knowledge about negotiation theory, including the differences between competitive bargaining and integrative bargaining.
• Know how to prepare to conduct an effective negotiation.
• Feel more comfortable negotiating and become more effective negotiators.
• Develop and sharpen skills in the areas of listening, asking questions, creative thinking, and persuasive communication.
• Engage in effective problem solving with respect to the simulated exercises, whether alone or in teams.
• Identify and appreciate ethical considerations related to negotiations.
• Engage in self-reflection and peer critique, including applying lessons learned in exercises to future performances and providing constructive criticism to classmates.

This interactive seminar is designed to teach both the theory and practice of negotiation. The goal is to improve students’ understanding of negotiation as well as their ability to negotiate effectively. Students will spend much of their time participating in negotiation exercises and simulations from a variety of practice areas. Through the in-class negotiation exercises, debriefings, and lectures, students will develop and sharpen skills in the areas of listening, asking questions, creative thinking, and persuasive communication. Class lectures and discussions will focus on such topics as the difference between competitive and integrative bargaining, the ethical dimensions of negotiations, the importance of reputations, and the value in planning and choosing negotiation strategies.
The seminar will meet during Week One (Monday - Friday). Attendance at all sessions is mandatory. The class sessions are designed to provide an environment that is conducive for all students to experiment with different negotiation skills and behaviors. Students are not graded on the outcomes or results of negotiations, but on commitment to the materials and exercises. 

This interactive seminar is designed to teach both the theory and practice of negotiation. The goal is to improve students’ understanding of negotiation as well as their ability to negotiate effectively. Students will spend much of their time participating in negotiation exercises and simulations from a variety of practice areas. Through the in-class negotiation exercises, debriefings, and lectures, students will develop and sharpen skills in the areas of listening, asking questions, creative thinking, and persuasive communication. Class lectures and discussions will focus on such topics as the difference between competitive and integrative bargaining, the ethical dimensions of negotiations, the importance of reputations, and the value in planning and choosing negotiation strategies.

Governments throughout the United States and globally are faced with acute demands for new or renewed infrastructure (e.g., highways, railways, courthouses, ports, bridges), but frequently the means and specialized expertise necessary to undertake and operate these critical facilities are deficient. Through public-private partnerships (PPPs), private actors can provide the capital necessary for public infrastructure, as well the expertise to construct and operate it. Properly structured, such transactions can offer significant cost savings of the life of the assets as well as significantly shorter development and construction periods (“speed to market”). Drawing on the lessons and techniques developed for project finance, PPPs represent innovative cooperative arrangements between governments and private entities to provide such infrastructure. Through readings, class discussions and case studies, the course will equip students with the fundamentals needed to evaluate, structure and negotiate the legal aspects of PPP formation, implementation and management.

This course will explore the law and practice of remedies, the concrete outcome of every litigated case. The rules governing the availability, scope, and interaction of the major remedies — compensatory damages, injunctions, declaratory judgments, restitution, and punitive damages — will be examined in commercial settings. The focus is therefore on remedial responses to violations of rights in tangible and intellectual property, exchange-based rights such as breach of contract, and marketplace rights against improper competitive conduct. Particular attention will be given to the basic concepts underlying remedies law and the policy influences of moral philosophy and economic analysis. In addition, the course will cover the practical and strategic aspects of seeking and resisting judicial relief, including quantification of monetary awards. The reading includes three "behind-the-scenes" case studies of how remedies issues are litigated, as well as a classroom visit with an expert witness. Students considering practice in commercial litigation, as well as students who intend to pursue a transactions practice (where prospective remedies are often lurking in the background), will find the course valuable.

Learning Objectives:

Students should learn how to recognize and solve remedies problems. The objective is not to accumulate and catalog a lot of nuts-and-bolts rules, but to develop a critical eye for the fuzzy boundaries and ambiguities that characterize remedies law. In any event, knowing the rules of remedies law is only the starting point; whether litigating a case or negotiating a deal, the challenge is often to construct (or attack) creative arguments about difficult and unsettled remedies issues. Having a coherent understanding of the structure and operation of remedies across a range of substantive fields is essential to meeting such challenges in practice. As the saying goes, mastery lies not in what you know, but in what you do when you don't know.

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.

While arbitration is most often thought of as an alternative to litigation in national courts, arbitration between sovereign states developed as an alternative to war. This course examines the use of arbitration to resolve the most complex and politically sensitive disputes between governments.

Drawing heavily on the experience of the Permanent Court of Arbitration, students will learn the reasons for the renaissance of this form of dispute settlement and how it differs from more conventional forms of arbitration and from international courts with pre-appointed judges. Students will evaluate arbitration's effectiveness in a series of recent high-profile cases. The course will include video clips of hearings and interactive exercises.

This course is designed for those students that wish to gain a deeper understanding of the effect of certain U.S. rules governing the taxation of U.S. persons doing business overseas and foreign persons doing business in the United States. The course will cover a broad range of topics with particular emphasis on the tax consequences of cross-border reorganizations, liquidations and taxable acquisitions and dispositions. The course will cover the tax consequences of outbound transfers of assets, foreign-to-foreign transfers of assets, and inbound transfers of assets. Students will be expected to have a working knowledge of corporate taxation, and transactional aspects of subpart F and the foreign tax credit rules.

Focuses on the skills necessary (including review of transactional documents) for a tax attorney involved in advising on partnership structuring matters. Topics will include drafting the partnership agreement, allocations of tax items, amortization of partnership intangibles, classification/conversions, interplay of partnership rules on debt restructuring application of various gain triggers upon exiting from partnerships, partnership mergers and divisions, partnership equity-based compensation, and the partnership anti-abuse rules.

This course blends mock arbitration experiences with class discussion of techniques, strategy, and ethics in international arbitration proceedings. Students directly participate in a series of practical exercises based upon a series of international arbitration fact patterns, which will entail their role-playing as advocates, cross-examiners, and arbitrators. The course emphasizes advocacy in connection with jurisdictional and procedural issues, selecting and challenging arbitrators, and other scenarios that often arise in international arbitration.

This course is a general basic introduction to bankruptcy law, addressing both corporate bankruptcy law as the focus, but also individual consumer bankruptcy law issues.   

The class begins with an overview of debt, the need for bankruptcy law, and the bankruptcy process, and jurisdiction.This will be followed by basic concepts like the automatic stay, types and priority of claims, executory contracts, avoiding powers, estate management, and the reorganization process.  The class will progress to cover priorities in distribution, individual bankruptcy concepts and principles including fresh start, and conclude with a thorough review of the corporate bankruptcy reorganization process.  We will also cover current events and address current issues and problems, perceived and real, in the restructuring and insolvency system.

This is a basic course for students with NO accounting background or experience. A student will learn what an asset and a liability are, what the basic financial statements are, how financial statements are developed from the underlying accounting information of a company, and how the basic transactions of a business affect each line item of each financial statement. Students will learn how to understand the basics as it relates to the balance sheet, income statement, and statement of cash flows. Methods will include reading and text exercises, class lectures, and case exercises. Grading may be based on a final examination.

This zero-credit pass/fail course is designed to provide students with an understanding of the basic principles of finance and accounting in order to enhance their study of tax or business law. The course is intended to provide students with little or no prior background in finance and accounting with an introduction to the core concepts, the essential vocabulary, and the basic tools of these two subject areas. The course is designed to equip students with a basic primer of topics relevant to a range of business law courses. Accordingly, it covers subjects such as the time value of money, the distinction between debt and equity, the role of risk in valuing financial assets, and how assets and liabilities are described in accounting materials such as balance sheets and income statements.

The course offers an in-depth study, both from the regulator’s and private practitioner’s perspectives, of frequently invoked exemptions from the registration requirements of the Securities Act of 1933 that otherwise apply to offerings of securities.

Students successfully completing this course will be positioned to analyze whether a particular transaction exemption under the Securities Act is available and, if so, how to maximize its protections.  The course will emphasize the “nuts-and-bolts” of the transaction exemptions as well as the circumstances and motivations under which the exemptions are sought and claimed.  The major topics to be taught will include the Section 4(a)(2) private offering exemption and the Rule 506(b) safe harbor thereunder, Securities Act Rule 144, Regulation Crowdfunding, and Regulation A.  The course will also cover topical developments such as recent efforts to use transaction exemptions for initial coin offerings (ICOs).  In that most securities transactions take place pursuant to an exemption, this course will provide an opportunity for students to analyze and structure securities transactions and will heighten their understanding of an evolving area of securities law.

A common complaint of recent law school graduates is that they wish they had been exposed in law school to business frameworks and skills that could help them succeed in corporate law and in business overall. Similarly, business people feel that recent law school graduates too often have little understanding of the language, thought processes and skills necessary to practice business law effectively. In today’s business environment, brutal competition and rapid disruptive change is the norm. The accelerating pace of change – fueled by global competition and technological innovation – is widening this knowledge and experience gap between businesspeople and recent law school graduates. This course attempts to bridge that gap by exposing law students to the essential business skills and frameworks needed for understanding and advising future clients who run private sector companies, government agencies, or non-profit entities. It will also expose students to the managerial aspects of running a law firm or any business. 

This course is focused on providing a basic understanding of theory and skills in areas of general management, leadership, strategic thinking, sales, marketing, finance, operations, technology, entrepreneurship, negotiations, and personal career management. Unlike the typical law school course, the reading materials for this course will focus primarily on business case studies, with each student being asked to analyze what he or she would do if faced with the business problem presented in the reading. Students should prepare to be actively engaged in each class discussion. In addition to active, ongoing participation, students will be evaluated on several short writing assignments (i.e., 2-3 page papers analyzing selected case studies); their performance in an in-class group presentation, and a final paper.

This seminar integrates issues of corporate, securities and tax law using a problem approach in the context of business planning and counseling. Several problem situations involving common business transactions are examined extensively. Some of the problems considered may include: (i) incorporating a sole proprietorship or professional practice; (ii) analyzing financial statements; (iii) raising private capital for a new business venture; (iv) planning for an initial public offering of securities; and (v) corporate acquisition and/or divestiture planning. Students learn and utilize negotiation skills involved in the purchase/sale of a business venture. From time to time, students are required to submit memoranda on certain aspects of the problems under consideration. On occasion, students will work together in small groups, and at other times may be responsible for individual work. Students will be expected to perform work similar to attorneys in private practice. The written work is in lieu of an examination.

This course is designed to introduce students to the methodology of Uniform Commercial Code analysis, with emphasis on the legal policies governing uniform state banking regulation of modern payment systems and secured financing of personal property. Topics include: evolution of the modern payment system; check issuance, collection and presentation; the rights and liabilities of the issuers and holders of checks and notes; the uses of credit and collateral in sales and loans; the establishment of priorities among security interests; and the rules governing default and insolvency. The course will examine the way legal rules structure and sanction the contemporary practices of financial institutions, manufacturers, and the dealers, sellers, and buyers of personal property.

The course is designed to provide a practical survey of a complex white-collar (securities, commodities, and other financial frauds) investigation from inception through the Wells process, civil and criminal charging decisions, and trial. Representing a public company, its officers, employees, or directors requires a thorough understanding of the tools and strategies employed by criminal prosecutors and civil regulators. We will consider a variety of common practice issues including managing concurrent SEC and DOJ investigations; structuring and conducting the internal investigation; responding to SEC document subpoenas; conducting witness interviews; and, the application of various privileges. The course will cover substantive legal issues related to securities fraud, market manipulation, cryptocurrency regulation, and the Foreign Corrupt Practices Act (FCPA), among others. Further, students will gain practical knowledge of the issues and opportunities arising through interaction and negotiation with the SEC and DOJ during the investigative process, and the strategic decisions of waiver and cooperation to achieve the optimal result for the client.

This course studies the law and regulations governing the taxation of corporations filing consolidated federal income tax returns. This course is highly recommended for students who intend to practice corporate tax law because it will focus on consolidated return principles that affect corporate tax planning, mergers and acquisitions. The course will cover the following subjects: eligibility to file consolidated returns; treatment of business transactions within the group; treatment of dividends and other distributions within the group; adjustments to the basis of stock of members of the group; treatment of acquisitions of another consolidated group; treatment of dispositions of subsidiaries of a group; consolidated return treatment of the group's favorable tax attributes; use of disregarded entities by a consolidated group; and treatment of earnings and profits accounts. The consequences of filing consolidated returns in specific situations are considered as each topic is covered.

This course will provide students with a foundation in the financial and legal aspects of a business’ capital structure. It is designed to put students in a position to collaborate on and communicate regarding corporate finance matters with clients and other stakeholders such as bankers, investors and regulators. The course covers many of the subjects included in a business school finance class (e.g. discounted present value, valuation of risk, financial statement analysis, the capital asset pricing model and, most importantly, business valuation), while emphasizing the legal aspects of the capital structure, including the contractual and statutory regimes governing preferred and common equity, bonds, loans and other debt instruments and convertible securities. Other financing instruments will also be considered including leases, derivatives and structured products.  The course concludes with the application of corporate finance principles in contexts such as investment funds, mergers and acquisitions and financial restructurings.

Course Goals/Student Learning Outcomes: 

The primary goal of this class is to have students gain a broad-based understanding of corporate finance so that they will be able to collaborate and communicate with clients and other stakeholders, such as bankers, investors and regulators on corporate finance matters and transactions.  More specifically, learning outcomes include:

• An understanding of how businesses raise capital, how they make investment decisions and how they return capital to their investors and the role of lawyers in these activities.
• An understanding of the theory and methods used to value projects and enterprises, including both extrinsic and intrinsic approaches.
• An appreciation of the varying perspectives of clients, finance professionals, accountants and lawyers in approaching a business’ capital structure.
• Working knowledge of the principal substantive legal aspects of corporate finance matters, including statutory, regulatory and contractual concepts, so that the student can be operational on such matters as a new lawyer.
• Knowledge and understanding of the terminology used by corporate finance professionals, and the ability to utilize such terminology in approaching legal assignments.

This seminar will focus on current issues in corporate governance in the context of seminar requiring a substantial written paper. We will consider how these developments relate to current theories of corporate governance and to the development of corporate governance laws and best practices in the United States and several other jurisdictions. The seminar will meet weekly to discuss assigned readings; students will be expected to produce topic outlines and a draft of their final papers during the term as well.

Among the subjects to be considered are: (1) the need – in the context of large public corporations - for corporate governance rules due to the separation of corporate control from ownership; (2) the governance-related duties and responsibilities of corporate directors, officers and controlling shareholders; (3) competing theories of ‘shareholder primacy’ and ‘director primacy’; (4) the changing roles of institutional investors seeking improvements in corporate governance; (5) activist investors and the competing governance theories of short term vs. long term investment strategies; (6) “shareholder democracy” and “shareholder primacy,” including such issues as majority voting, say-on-pay, proxy access, shareholder engagement and controlled or dual-class share structures for corporations; (7) corporate social responsibility, diversity in the boardroom and the role of non-shareholder stakeholders (local communities, environmental advocates, employees, creditors, consumers, etc.); (8) the role of corporate lawyers in corporate governance (including who is the “client” – the board, management or shareholders); (9) the interactions between state corporate law and federal securities law and various regulators; and (10) new international perspectives on corporate governance.

Examines the U.S. federal income tax effects of certain basic transactions involving corporations and their shareholders. Principal subjects covered include corporate formation and capital structure, distributions to shareholders, redemptions, and liquidations. Major emphasis is upon Internal Revenue Code Sections 301-362 and related Treasury Regulations.

Continues the study of provisions of the federal income tax law applicable to corporations and their shareholders. Detailed study is given to corporate reorganizations under Subchapter C, including acquisitions, divisive reorganizations, and recapitalizations; the treatment of boot; the basis provisions; the assumption of liabilities; and related matters. Consideration also is given to carryovers of corporate tax attributes, including restrictions applicable to loss corporations.

Corporate National Security Law explores important legal issues arising out of the U.S. government’s reliance on the private sector for its national security, and the increasing convergence and conflict between national security, technology, and the private sector. The course will focus on: (1) privatization and insourcing/outsourcing issues for the U.S. government in the national security arena; (2) government contracts issues in the national security sphere; (3) export controls; (4) classified information and secrecy issues; and (5) emerging issues at the intersection of national security, technology, and the private sector. 

This course examines the life cycle of a criminal tax case, including the warning signs that a civil tax case may be referred for criminal investigation, applicable privileges, potential defenses, the opening of an administrative investigation, sources of information, authorization of a grand jury investigation and prosecution, best practices in plea negotiations, trial strategies, sentencing, and collateral and civil tax consequences.  The course also will address current priorities of IRS Criminal Investigation and the Department of Justice, and cases pulled from the headlines.

This colloquium will offer students an opportunity to examine current tax policy issues in depth and at an advanced level, with discussions led by policymakers, economists, and other tax experts. The course will discuss various current and recent legislative proposals at a detailed level and examine the economic, tax policy, and political considerations underlying the decisions that have been made in each proposal.  This will include infrastructure, wealth tax, cross-border tax, consumption taxes and other politically salient tax policy topics. It will explore the economic and policy literature surrounding the issues of economic welfare and competitiveness. The course will also examine issues such as tax expenditures, debt vs. equity, cost recovery, and various tax incentives. Reading materials generally will be supplied and will include economic and tax policy papers, legislative proposals, and technical explanations. The course is intended to be highly interactive with students discussing design and policy issues with leading experts in the field. The grade for this course will be based primarily on papers that students submit addressing policy topics discussed by the guest speakers. Useful class participation will be taken into account as a plus in determining the final grade. There will be no final exam.

This seminar provides an introduction to the increasingly important field of private international law as well as an opportunity to explore in depth specific issues now under active consideration in the various international and regional organizations working on the development, codification and harmonization of private international law. Beyond the “classic” PIL questions of jurisdiction, choice of law, judicial assistance and enforcement of judgments, we will explore such topics as international family law (including international adoption, abduction and enforcement of child support and family maintenance), alternative dispute settlement mechanisms (including international mediation and commercial and investment arbitration), as well as the cross-border aspects of such topics as data protection and privacy, bankruptcy/insolvency, secured transactions, securities law, intellectual property, transport of goods by sea, letters of credit, leasing law, consumer protection, and even wills and trusts. You may write your papers in any of these areas (among others).  All students will be expected to choose a topic to research, write and present to the class.

This course requires a paper and an oral presentation. It is open to J.D. and LL.M. students. For J.D. students who choose the 3 credit “writing seminar” option, the objective will be to research and write analytical papers of publishable quality on discrete topics of current importance in transnational practice. Students will be required to satisfy the WR requirement including (1) selection of a paper topic approved by the professor, (2) submission of an outline, followed by feedback from the professor, (3) submission of a draft paper of at least 6,000 words exclusive of footnotes, followed by feedback from the professor, and (4) submission of a final paper of at least 6,000 words exclusive of footnotes, incorporating the professor’s suggested revisions. The paper must use legal forms of citation, where appropriate.

Learning goals for this course:

Familiarity with substance of "Private International Law", where it is developed and how; understanding of the relationship between international and domestic law; ability to research effectively in the field; ability to write coherently and present conclusions orally. 

Derivatives, including virtual currencies, are a large, dynamic and rapidly evolving part of the world's financial markets.  The size and importance of these markets alone would make derivatives regulation a worthy part of law school study, particularly for those interested in financial markets.  Add to that a significant change in the regulatory framework on a scale unseen since the 1930's and it is clear that there has never been a better time to study the legal issues and operational challenges for market participants.  This course will focus on the regulation of derivatives under the Commodity Exchange Act, as amended by Dodd-Frank, and as implemented by the Commodity Futures Trading Commission.  This course is designed as a “Derivatives 101” equivalent, providing a broad overview of the regulation of derivatives.  No prior knowledge of derivatives is required to succeed in this course.  The course will include an in-depth look at the new regulatory requirements and issues with respect to (i) market transparency and integrity, such as preventing market manipulation, disruptive trading practices, and so-called excessive speculation; (ii) the increasing use of automated trading systems and high-frequency trading in commodity markets; and (iii) the interplay between Congress, the federal market regulators, and the entities subject to financial market regulation. Students will be presented with the same questions of law confronting attorneys advising entities trading in derivatives markets, regulators, and the courts.

This course introduces foreign-educated LL.M. students to the principles, processes and techniques for drafting contracts in the United States, but with a cross-border, multi-country setting. Students will develop skills in reading and interpreting a contract and will thereby better understand the function of its component provisions. Students will learn how to draft contract provisions with precision and clarity. Among the topics covered will be: the structure of the contract, representations, covenants, conditions, allocation of risk, incentives, stipulative provisions, remedies, enforceability, and applicable law. The course will address the lawyer’s role in deal-making, including the negotiation of the contract’s terms and related ethical and practical aspects of transactional practice. Some attention will be devoted to characteristics of U.S. legal culture that contribute to the distinct features of its contracts.

This class is an introduction to the drafting, interpretation, and negotiation of contracts governed under U.S. law. It is intended both for students who have experience working with contracts in their home legal system and students who are entirely new to contracts. Whereas a class on “contract law” may focus on judicial opinions about contract enforcement, in this class we will primarily work with contracts themselves.  We will explore the various components that are common to all U.S. contracts, as well as elements that are unique to specific transaction types.

Among other matters, we will learn about provisions that govern representations, covenants, closing conditions, indemnification, and dispute resolution.  Because no contract is ever negotiated a vacuum, we will also focus on elements of the lawyer’s role in contract negotiation. These include issue-spotting, summarizing issues for clients in clear and concise language, and meeting the expectations (both substantive and professional) of law firm clients and partners.

This course introduces foreign-educated LL.M. students to the principles, processes and techniques for drafting contracts in the United States. Students will develop skills in reading and interpreting a contract and will thereby better understand the function of its component provisions. Students will learn how to draft contract provisions with precision and clarity. Among the topics covered will be: the structure of the contract, representations, covenants, conditions, allocation of risk, incentives, stipulative provisions, remedies, enforceability, and applicable law. The course will address the lawyer’s role in deal-making, including the negotiation of the contract’s terms and related ethical and practical aspects of transactional practice. Some attention will be devoted to characteristics of U.S. legal culture that contribute to the distinct features of its contracts.

This course introduces foreign-educated LL.M. students to the principles, processes and techniques for drafting contracts in the United States. Students will develop skills in reading and interpreting a contract and will thereby better understand the function of its component provisions. Students will learn how to draft contract provisions with precision and clarity. Among the topics covered will be: the structure of the contract, representations, covenants, conditions, allocation of risk, incentives, stipulative provisions, remedies, enforceability, and applicable law. The course will address the lawyer’s role in deal-making, including the negotiation of the contract’s terms and related ethical and practical aspects of transactional practice. Some attention will be devoted to characteristics of U.S. legal culture that contribute to the distinct features of its contracts.

This course applies practical approaches to assist students in understanding the tax and business arrangements of joint ventures, limited partnerships, and limited liability companies, ranging from the common to the complex. The course also presents and analyzes the drafting techniques necessary to actually implement such arrangements by concentrating on the tax and business provisions in term sheets and limited partnership/limited liability company agreements.

This course covers the legal and business issues that arise in the context of representing emerging growth companies and the venture capital investors who provide an important source of capital to such companies. In particular, the course will focus on the legal issues typically encountered by private companies at formation, financing, operation and key corporate events, including acquisition transactions and public offerings. Topics covered include corporate formation and governance, venture capital financing, employment and equity compensation matters, protection of intellectual property, securities laws compliance and exit strategies through merger, acquisition or initial public offering. The course will offer an introduction to these topics through the eyes of attorneys who practice in a Silicon Valley-based law firm active in the East Coast technology and life sciences market and will also include guest presentations by industry participants, such as venture capitalists, angel investors and entrepreneurs. The course will include a practice exercise designed to introduce students, working in practice teams, to the process of structuring and executing venture capital transactions.

This course will focus on the practical application of ERISA principles as applied to qualified and non-qualified retirement plans, health and welfare plans and executive compensation. Students will draft plan documents and summary plan descriptions; review employee communications; draft memos and responses to participant inquiries; conduct legal research; conduct due diligence with respect to employee benefits in corporate transactions; negotiate and draft the asset purchase provisions of corporate transactions; negotiate and draft vendor contract provisions; review Securities & Exchange filings with respect to employee benefit plan footnotes and executive compensation disclosures; review the principles of employee benefits in bankruptcy; review principles of labor law as it impacts employee benefits in collective bargaining; review the avoidance and management of ERISA litigation; consider the legal ethics with respect to representing various parties in an ERISA dispute; and other practical considerations in dealing with employees, government agencies, participants, insurance companies and other vendors and plan sponsors.

This class will focus on the tax aspects associated with nonqualified deferred compensation, including the tax doctrines of constructive receipt and economic benefits, as well as the three different income tax regimes set forth in section 409A, section 457A and section 457(f), and the employment tax regime under section 3121(v). In addition to exploring the various rules and the Federal tax consequences under these and other Code sections, including sections 162(m), 280G and 4960, consideration will be given to the tax policy issues driving the varying treatment and the design, drafting and implementation of many types of executive compensation arrangements, including equity compensation awards, traditional nonqualified deferred compensation plans, SERPS, excess benefit plans, rabbi trusts and top hat plans. This class will also provide an introduction to the registration and reporting requirements under the Securities Act of 1933 and the Securities Exchange Act of 1934, respectively, regarding executive compensation arrangements.

This course provides a substantive overview of the design, policy, operation, and taxation of qualified retirement plans offered by U.S. employers. The course addresses the statutory requirements of the Internal Revenue Code and ERISA, as well as regulatory and other guidance issued by federal agencies. You will learn about retirement plan structure, communications, investments, distributions, and fiduciary obligations. The course will focus on the policy goals and compliance challenges behind qualified plan rules and will include practical strategies for advising clients.

Energy markets are transitioning rapidly toward a lower carbon future in response to federal and state initiatives and the sentiments of activists, consumers and investors.  This transition is creating business opportunities and legal challenges not only for new entrants, such as the providers of renewable energy, energy storage and distributed energy resources, but also for incumbent market participants, such as utilities, pipelines, natural gas producers, independent power producers and large energy consumers. The course will focus on the economic regulation of physical energy markets by the Federal Energy Regulatory Commission (FERC), along with the interplay involving the Congress, federal and state regulators, market participants and other stakeholders.  We will examine five main areas: (i) the foundational laws (the Federal Power Act and Natural Gas Act) and legal doctrines governing FERC’s regulation of physical energy markets and the non-discriminatory transmission of electricity and natural gas by wire and pipe; (ii) the impact of restructuring wholesale electric power and natural gas markets pursuant to those laws; (iii) energy market enforcement and compliance policies, derived in large part from securities market regulation; (iv) what generation, transmission and pipeline infrastructure will be needed to ensure reliability and resilience as we transition to a lower carbon future; and (v) “hot topics” such as carbon pricing in organized wholesale electricity markets, the shale gas revolution, federal-state conflicts, pipeline and electric transmission infrastructure development and cost allocation, and integrating distributed resources and renewables  Students will gain an appreciation for the legal and market challenges confronted by market participants during this transition. One or more sessions will feature guest lecturers. There will be no final examination. Instead, each student’s grade will be based on a final paper that takes a position on a key legal or policy issue and defends that position persuasively, several short quizzes during the semester, and class participation.

This course is targeted towards law students who are interested in participating in an entrepreneurial venture at some point in their career, whether in a business or legal role (i.e., as internal or external advisor).  To be clear, it is a business class, not a traditional law class, although legal issues will be highlighted and addressed throughout, as they would be if taught to business students since business and legal issues are always closely intertwined. The primary objective of this course is to give students an understanding of and appreciation for the primary and critical steps in the lifecycle of a start-up, from inception to raising capital to scaling/business execution to exit. 

The course takes a real-world approach to learning, leveraging heavily off the extensive experience of the Professor, who has successfully executed two entrepreneurial ventures, as well as guest speakers with particular expertise in certain topics covered by the course and a simulation group exercise involving a real-life start-up scenario.  This perspective should help prepare students for the real-life challenges – and rewards – of engaging in entrepreneurship and business building.  This course is aimed at law students who are interested in participating in an entrepreneurial venture at some point in their career, whether in a business or legal role (i.e., as internal or external advisor).  

Course Goals / Student Learning Outcomes:

• At the end of the class, students will understand how to, among other important topics:
  • start and structure a business with the right team and idea;
  • draft an effective business plan and raise capital from different sources;
  • build a collaborative company culture and infrastructure for scalability; and
  • exit the business while maximizing value.
• The goal is to give students an understanding of and appreciation for the primary steps in the lifecycle of a start-up, from inception to raising capital to scaling/business execution to exit.
• Students will gain an appreciation for the practical requirements and challenges (and rewards) of starting and building a business, as well as the attendant legal issues at each step in the start-up process.

The course examines the role the European Court of Justice plays in the evolution of private law in Europe. It focuses on the way in which the court has interpreted the EU Treaty in order to ensure effectiveness of EU law, and analyzes some of the landmark cases in that area. The course also shows how the ECJ has dealt with the interpretation of directives, particularly in the field of consumer protection, and what impact this case law has on national law making.

Banking Regulation today is at the cutting edge of federal power and regulatory experimentation. The financial collapse of 2008 was a near-death experience for federal banking regulators. We approach the subject with an intense focus on the dynamics of three critical pieces of the recent financial crisis: first, the development and growth of private markets for financial products; second, experimental regulatory strategies for controlling private risk taking and its effects on the integrated global financial system; third, the reemergence of areas of unique forms of hybrid power that combines private markets and government regulation.

This course examines the regulation of financial intermediaries. The stated goal of regulation is to ensure systemic stability and to pursue consumer protection. We will ask how well the balance between systemic stability and consumer protection had been maintained before the crisis of 2008. The course is devoted to federal regulation of banks, bank holding companies, financial holding companies and their affiliates. Topics include restrictions on activities of banks, holding companies and their affiliates, the history of and policy rationales for geographic restrictions on banking; special antitrust regulation of banks, debates about the role of capital adequacy requirements, community reinvestment requirements, bank supervision, and failed banks. With the market and legal changes of the past decade, the traditional market barriers between commercial banks and other financial institutions were largely dismantled. We will ask, did the federal response to the crisis produce a new paradigm for financial regulation? If it did not, why not?

The global financial crisis of 2008 provides a fertile laboratory for examining the fractured financial regulatory system, and the proposals for reform. The course will examine selected topics from the legislative agenda for reforming the financial regulatory system. These topics include among others, the role of subprime home mortgage lending and mortgage-backed securities in creating systemic risk, the consumer regulatory responsibilities of the Federal Reserve. We will identify some questions arising from the role of private credit rating agencies and securitizations in precipitation the financial collapse. and the competing claims of fairness, executive compensation and systemic risk, global financial responses.

The course begins with the basic overview of concepts applicable to financial intermediaries and ends with an assessment of the framework for future reform. We will pay special attention to the role of predatory consumer lending in sparking the collapse of banks. We will look at the fate of proposals to create a Consumer Financial Protection Agency, with independent rule making authority.

As an instrument of federalism, the U.S. Constitution plays a vital role in defining state and local governments’ taxing powers. In some instances this is accomplished by express Constitutional provisions; in others, by express or implied grants of authority to the legislative, executive or judicial branches of government. This advanced state and local tax course will explore and analyze Constitutional provisions that limit (and sometimes expand) state and local taxing powers. It will include a historical review of Supreme Court jurisprudence that underscores the inherent complexities and tensions precipitated by the intersection of federalism and the underlying goals embodied within the Commerce Clause, Equal Protection Clause, Import-Export Clause, Privileges and Immunities Clause, and Supremacy Clause, among others. The course also will explore how issues of federalism have shaped various Federal statutory enactments, as well as pending pieces of federal legislation. For example, it will analyze how federalist tensions and statutory dynamics were balanced in a proposed congressional bill concerning state and local tax incentives. Additionally, the course will explore the impact of Treaties and international trade laws, as well as their related enforcement mechanisms, which continue to spawn new issues implicating the States’ powers to tax.

This course examines the ever-evolving regulation of financial markets, institutions, and innovative financial products. We will evaluate the emerging regulatory issues and reform of over-the-counter derivatives markets, analyzes changes to federal banking laws (including systemic risk regulations, new capital and margin requirements, resolution authorities and the Volcker Rule), and explores enhanced consumer protection rules.  The course will also explore advances in financial technology (commonly referred to as ‘FinTech’), specifically virtual currency. We will examine how virtual currencies are used by financial market participants and evaluate major developments in the regulation of virtual currencies, such as Bitcoin, Ether, Ripple, Litecoin, and others.

This course also provides a comprehensive overview of the Wall Street Reform and Consumer Protection Act of 2010 (“Dodd-Frank Act”) and its ongoing implementation efforts by Federal financial regulators. The Dodd-Frank Act is the most consequential reform of the financial services industry since the Great Depression. We will analyze financial market reform efforts emerging regulatory issues that are intended to increase transparency in financial markets, reduce systemic risks, increase the safety and soundness of the financial system, and enhance protections for consumers. 

Learning objectives:
By the end of this course, I hope you will have a comprehensive overview of the implementation of the Dodd-Frank Act. You will gain a sense of the genesis and policy developments underpinning the Dodd-Frank legislation, an overview of fundamental aspects of financial reform in Dodd-Frank, its basic requirements, its overarching goals, and its upsides and downsides. You will not learn every detail of financial services regulation or every part of Dodd-Frank, but you should grasp the nature and structure of the central tenants of federal oversight of the financial services industry and its market participants.

Another aim of the course is skills-oriented. By participating in class discussions and preparing and presenting the Comment Letter Group Project, I hope you will hone your skills in speaking fluently and comfortably about legal issues. The Comment Letter Group Project is designed to give you real-world experience/exposure to what regulatory lawyers actually do in private and government practice in the financial services space. I want students to be able to identify an issue, think critically about how to solve it, employ legal reasoning to defend their approach, and practice legal writing. My specific expectations for the comment letter project are set out in the “Comment Letter Group Project” section of syllabus

The global financial crisis of 2008 resulted in massive human suffering—9 million unemployed in the U.S. alone, and millions lost their homes. It also fundamentally altered financial regulation and American politics and reshaped social and economic dynamics—for example, the crisis led to the formation of the Tea Party, contributed significantly to political polarization and increased economic inequality.

In 2020, the coronavirus pandemic, which has caused even greater human suffering, triggered economic and financial consequences that almost led to another financial crisis. The reforms implemented after 2008, as well as the implementation of emergency programs used in 2008, were likely the reasons we did not have another financial crisis.

Why did the 2008 crisis happen?   Why, throughout our history, have we periodically experienced financial crises?  What does this history teach us about the adequacy of financial regulation, and whether regulatory failures contribute to financial crises?

We will begin by briefly reviewing the historical development of the United States banking industry, and the regulatory structure governing it, to get an appreciation of the economic and political forces that have shaped the regulation of our financial system. This will include reviewing past financial crises—the Panic of 1907 and the Great Depression and the responses to them, including the development of the Federal Reserve System, deposit insurance and other major reforms.

We will then focus on the 2008 financial crisis. We will examine the forces that produced the complex financial system of the early 21st century, including the rise of the shadow banking industry and the growth of derivatives. We will examine the response to the crisis, which included drawing on emergency powers that were first created by Congress in response to earlier financial crises, as well as new authorities created in response to the events of 2008.  We will look at some of the difficult choices faced by government officials in responding to the crisis, as well as the role of individual accountability for behavior that contributed to the crisis.   We will also examine the reforms implemented as a result of the crisis.  

We will then turn to the pandemic, and look at its economic and financial consequences.  Why was there a risk of another financial crisis?  Did the reforms of 2008 help prevent a crisis?  How was the government’s emergency response to the financial stresses similar to or different from the 2008 response?

Finally, having started the course with a look at the beginnings of the American financial system, we will end with what many predict is the future:  cryptocurrencies and central bank digital currencies, the development of which has been accelerated by both the 2008 crisis and the pandemic.   Will central bank digital currencies replace cash?   If so, will they make our financial system more or less stable?  Can they make it more inclusive?

The course will include sessions with guest speakers who have been responsible for some of the critical policy decisions that we will discuss. 

What happens when a business ends up in financial distress and cannot meet its obligations? This course is an introduction to the strategies a business can pursue to restructure its finances and the legal constraints on doing so.  These strategies include both a public, judicial process—bankruptcy—as well as private, contractual deals undertaken in the shadow of bankruptcy. 

The use of these strategies is shaped by tensions among a company’s various stakeholders about how to maximize and distribute the value of the company.  Restructuring law provides the rules for this stakeholder competition.  It sets forth distributional rules—who has the right to be repaid first, second, etc.—and governance rules—who decides what a restructuring should look like and when they can bind others to their decision. 

These rules provide a background term for nearly all business transactions. As such, bankruptcy law is important for every lawyer. Any lawyer advising a client needs to understand what will happen if a transaction—be it a financing deal, an asset sale, or a litigation settlement—doesn’t go as anticipated. 

Restructuring lawyers practice in a field that is immersed in actual business and financing operations because of the need to understand what a particular business needs to function on a daily basis. It is also a practice that combines transactional and litigation work and offers the opportunity to speak in court sooner and more often than almost any other practice area. Restructuring practice is highly specialized, but also universal because it interacts with nearly every other area of law—contract, environmental, labor, regulatory, tax, and tort—making the bankruptcy lawyer a jack-of-all-trades and the master of one. 

The law of restructuring is also critical to social policy. Bankruptcy is the forum for addressing nearly every major economic problem. It determines who bears the costs of:  mass torts; environmental harms; commodity price swings; changes in the labor market; and secular changes in the economy. 

No prior background is required for the course. 

This two-hour lecture and discussion course covers regulation of financial services providers, from traditional banks to fintechs, cryptocurrencies, DeFi, stablecoins and other challengers. The course provides a grounding in money and payments and how banks are structured and regulated: the balance sheet, the role of insured deposits, and the purpose of capital and liquidity. We review regulations designed to promote safety and soundness, privacy and cybersecurity, consumer protection, and international consistency. We then examine how fintechs, cryptocurrencies, stablecoins and money market funds all attempt to disintermediate traditional banks, and the regulatory challenges they pose. We examine the 2007-09 Global Financial Crisis and the economic effects of the 2020 global pandemic, and the lessons learned from each. Grades in this course are determined by class participation and a final take-home examination.

This course is early stage financing from formation to a $75M Reg A+ round in hyper-speed. Students will play the role of the company’s outside legal counsel. Students will assist with formation, capital formation, and general legal guidance. They’ll assist with raising a $1 million pre-seed round from friends and family, a $5 million Regulation Crowdfunding Offering, and eventually a $75M Regulation A+ offering. Lastly, the company will receive a term sheet from a prominent VC which students will assess, issue spot, and advise the company thereon.

In 1977, the United States adopted the Foreign Corrupt Practices Act (“FCPA”) to combat bribery of foreign public officials. As with many U.S.-led initiatives, it was seen at the time as naïve, quixotic, myopic, and doomed to failure. A little more than 20-years later, the Organisation for Economic Co-operation and Development (“OECD”) adopted its Convention on Combatting Bribery of Foreign Public Officials, and as required by the Convention, the countries of Western Europe promptly adopted organic statutes modeled, in large measure, on the FCPA.

In the ensuing decade and a half, prosecutions of corporations for foreign bribery have become perhaps the most important prosecutorial priority for the Department of Justice (“DOJ”) and Securities & Exchange Commission (“SEC”) and certainly the most financially lucrative U.S. prosecution initiative. Transnational investigations have become a staple of these prosecutions. All 10 of the largest FCPA prosecutions have occurred since 2008; of these, eight have involved foreign corporations.

This course will cover the development of U.S., international, and foreign initiatives against public-official bribery. Because (at least in the US) most of these cases have been resolved without litigation, we will focus on critical, unresolved issues, such as the FCPA’s definition of a foreign “instrumentality” and a “foreign official,” as well as the scope of U.S. extra-territorial jurisdiction. In addition to addressing the substance of foreign and international laws and conventions, we will explore the critical issues that arise from the growing trend in trans-national investigations and prosecutions, including double jeopardy, res judicata, and international data collection.

We will explore these issues through fact-based, real-world scenarios drawn, in large part, from the “Bonny Island” case, which involved a scheme by four international corporations to bribe three successive Nigerian presidents (as well as a constellation of lower-ranking officials) to secure multi-billion dollar contracts for the construction of an LNG facility in Nigeria. We will use this factual setting to frame class participation and in-class exercises and projects, with the goal of sharpening critical thinking, tackling complex legal questions in concrete factual settings, and honing advocacy skills.

Learning Objectives:

We have the following expectations of learning outcomes:

1. We expect each student to achieve mastery of the basic concepts underlying the US Foreign Corrupt Practices Act, including the basic statutory terms, the elements of the various offenses, and the scope of U.S. jurisdiction. In our experience, it is impossible to fully understand and discuss more challenging questions about the scope or application of the statute without mastery of the fundamentals.
2. We expect each student to gain an understanding of the roles and policies of the U.S. enforcement authorities, the Department of Justice and the Securities and Exchange Commission, and the manner in which FCPA cases are investigated, prosecuted, and defended, as well as how the U.S. enforcement agencies would approach a problem and what outcomes are likely to result.
3. We expect each student to gain an understanding of the global enforcement landscape for anti-corruption. Students are expected to achieve a basic understanding of the OECD Convention on Bribery, other international anti-bribery conventions, and the leading state laws, including the Brazil Clean Companies Act, the UK Bribery Act, and the French Sapin II. Students will also gain an understanding of the role of the World Bank and other multi-lateral development banks in the worldwide scheme.
4. We expect students to learn the basic principles of anti-corruption compliance programs, and the manner in which anti-corruption compliance impacts the prevention, detection, investigation, and prosecution of FCPA cases, as well as violations of similar foreign laws.
5. Through scenario-based learning, we expect students to gain a facility in applying law to fact and an understanding of how governments and defense counsel approach challenging question of jurisdiction, enforcement, and punishment in a multi-jurisdictional, cross-border setting.

During this century, the United States has raised revenue chiefly through the income tax, which is a per capita or direct tax. In many other countries, fiscal authorities rely far more heavily on indirect taxes. With the pace of globalization accelerating, U.S. tax professionals increasingly advise foreign clients, for whom indirect taxes may constitute a large percentage of aggregate tax liability. A basic knowledge of how these taxes work is thus a valuable asset for any lawyer doing corporate or international tax work.

This course will introduce students to indirect taxation, exemplified by the European Union’s Value Added Tax (“VAT”) and Canada’s Goods and Services Tax (“GST”), two of the fastest-growing indirect taxes globally. The course will examine the economic and policy rationales for such taxes and study in detail how different types of value added taxes work, including tax calculations and cross-border aspects. Finally, the course will compare the VAT with the retail sales taxes imposed by many U.S. state and local governments and will consider the feasibility of adopting some version of a VAT in the United States. At the end of the course, students will have a broad technical understanding of indirect taxes and an appreciation of the policy concerns that animate legislative and academic discussion of this important subject.

This two-credit course will be divided into nine 3-hour class sessions. All sessions will be taught by global indirect tax professionals from KPMG’s Washington D.C. office.

Covers accounting methods and accounting periods. The course examines a broad range of subjects concerning the timing of income and deductions under Subchapter E of the Internal Revenue Code. Topics include requests to change methods, inventories (including costing, valuation, and the requirements for maintaining inventories), principles of income recognition, prepaid income, cash equivalency and constructive receipt, special methods involving long-term contracts, depreciation, estimated expenses, prepaid expenses, and expensing versus capitalizing costs. These topics are analyzed from both a technical viewpoint and a tax policy perspective.

The course will be a “soup to nuts” securities offering course, focusing on the legal aspects of conducting an IPO for a U.S. issuer on a Form S-1 and advising the issuer about its future responsibilities as a newly public company. Young lawyers entering a securities practice often find that their knowledge of securities-law principles does not always prepare them for day-to-day challenges of practice in this area. This course is designed to fill those gaps by providing students with an understanding of the securities offering process as well as the tools and skills needed to perform tasks required to work on securities offerings.

The major topics that will be covered include laws relating to securities offerings, listing on the New York Stock Exchange, underwriters and liabilities, underwriting agreements and the agreement among underwriters, financial statements, accounting issues, comfort letters, the securities act registration process (including the SEC comment and review process), law firm opinions and post-closing reporting obligations. The course will also provide an in-depth analysis of certain sections of the Form S-1, including the Management’s Discussion and Analysis of Financial Condition and Results of Operations section and the risk factors section.

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 deals with the issues presented when a business with assets or debts in more than one country is seeking to restructure its financial obligations. The course will cover new Chapter 15 of the United States Bankruptcy Code and will also examine business bankruptcy developments in other countries.

This course addresses the critical role of legal compliance in conducting international business.  It will explore how compliance law, based on theories and principles of corporate governance and risk management and applied in the context of substantive laws, is used to develop systems of deterrence management.  Topics will include:  the history and development of compliance, risk management, specific areas of compliance such as information/data security, anti-corruption law, economic sanctions, and financial sector regulations, and particular challenges related to global compliance.

At the end of the class, students should be capable of: understanding how a global company assesses and manages risk and the key elements of an effective global compliance system; the relationship between corporate culture and compliance; how compliance enforcement functions both within a company and externally;  the compliance function and the roles of lawyers and compliance officers; basic concepts in several areas of compliance law such as data security, economic sanctions, financial regulation, and anti-corruption law; recognizing third party risks a company may face; and understanding particular problems that face global companies and how the law is developing to harmonize across borders.

Course requirements include class participation, a short paper along with class presentation, and a two hour open-book take-home exam.

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. 

The International Economic Law & Policy Colloquium offers students a new and rigorous research platform for understanding the theory of international economic law and participating in policy analysis. Students will participate alongside graduate students, fellows and visiting scholars at the Institute of International Economic Law with outside speakers and help create, and potentially author, research and policy-oriented products for the Institute of International Economic Law.

Students will be expected to 1) work within a group to prepare weekly responses to weekly presenters hailing from the academy, government and the public policy community and 2) provide a 5-10 page end of the semester brief on a specific policy issue concerning a relevant matter of international economic law. The best issue briefs will be included for publication by IIEL and distributed to policymakers in Washington D.C. and abroad. Topics can include any area of international economic law, including international trade, financial regulation and enforcement, monetary affairs and tax.

This course will provide an introduction to the international legal and institutional frameworks that govern economic cooperation among nation states in the key areas: (a) international monetary law, (b) international trade, (c) international capital movements (including foreign direct investment) and (d) international development.  A central area of focus will be how these different frameworks interact – and, in some cases, conflict – with each other, as policy makers struggle to both maximize the benefits of globalization and minimize its costs. Considerable emphasis will be placed on the institutional dimension of cooperation, with a comparative review of the relevant international organizations (including the WTO, IMF and the World Bank).  The Course will identify the current challenges faced by each of these institutions in an environment where multilateral co-operation, although increasingly urgent, is also increasingly unpopular. The Course will be interdisciplinary, focusing on the legal, political and economic dimensions of these complex problems. Senior officials of a number of the major international organizations will participate as guest lecturers, giving their own perspectives regarding the key challenges facing their institutions.

The Course will be divided into two parts:

The first part will include an overview of the relevant legal and institutional frameworks, their relationship with each other and some of the key challenges they currently face.

The second part will cover a number of cross-cutting issues that often require effective coordination among these different institutions, including the following:

• The backlash to globalization and efforts to “decouple” or restrict the flow of capital, goods or technology to certain markets, or to reconfigure global supply chains.

• The role of the state in the market economy, including the role of subsidies and other forms of government intervention and the debate over non-market economies in the WTO.

• The efficacy of “soft law” and “soft institutions”, which are increasingly relied upon in an environment where countries are less inclined to surrender legal sovereignty through the creation of treaty obligations or the establishment of independent international organizations.

• The impact of both economic crime on economic development and financial stability, with a review of efforts by the international community to address this problem.

Learning Outcomes

By the end of the course, students will have gained a general understanding of the range of legal frameworks that govern international cooperation in trade, monetary affairs, international capital movements (including foreign direct investment) and international development. They will also have gained insight into the relationship among these frameworks, which is critical in an environment where global economic problems require integrated solutions. Importantly, they will have gained an appreciation of the institutional dimension of economic cooperation, which is of great importance given that a critical feature of the post-war architecture has been the extent to which the international community has delegated authority to international organizations to provide the “machinery of cooperation” despite a waning faith in multilateralism. Having gained an understanding of the general principles that underpin international economic law and institutions, students will have an opportunity to apply this understanding to a number of cross-cutting issues that are of current relevance, including sovereign debt, the growing importance of soft law, economic crime, the accountability of international organizations, and the backlash to globalization.

International anti-corruption has become an increasingly “hot topic” among lawyers and policymakers: governments, international organizations, and technical experts all identify corruption as a serious impediment to comprehensive economic development. If left unchecked, corruption threatens to undermine the effectiveness of development initiatives in both the public and private sectors. Growing enforcement of legal instruments such as the Foreign Corrupt Practices Act and the UK Bribery Act have placed anti-corruption squarely on the agenda of a wide variety of transnational organizations. With so many variant actors invoking the importance of anti-corruption, lawyers must not only have a working knowledge of what corruption entails, but also understand how the development of an international anti-corruption legal framework is changing the way business is conducted in a global economy.

This course explores the international legal framework of anti-corruption, the scope of anti-corruption instruments, the methodologies employed by international actors enforcing these instruments, and the policy dilemmas implicated by these endeavors.

Given the dynamic nature of anti-corruption initiatives, the course presents an interdisciplinary, interactive approach to the subject matter. The class will introduce and discuss perspectives from academic texts, policy papers and media. It is hoped that this broad-based approach will provide students with a strong theoretical foundation in anti-corruption law, foster a practical understanding of international anti-corruption work, and inspire students to integrate this avenue of study into their future professional endeavors.

Students will complete a research paper 20-25 pages in length.

Learning Objectives:

By the end of this course, students will have a working knowledge of the role anti-corruption policy and political institutions (i.e., FCPA, OECD, and UNCAC) play in the field of anti-corruption. Students will be able to engage in professional discussions on the historical context of international anti-corruption efforts, the state of the current political and international climate, and the future of anti-corruption by making connections between past policy and current events. Students will be able to articulate original views, back them up with research and defend them through strategic thinking by engaging with guest-lecturing practitioners and the final oral presentation. Students will further deepen their knowledge on a particular topic within the field by conducting a research paper in which they will need to provide insightful analysis making connections among historical and current policies, institutions, and governments.

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.

The scramble to secure steady supplies of inexpensive energy to generate electricity and to power industry and transport has defined much of the twentieth and, thus far, twenty-first centuries. Climate change and renewable energy (appropriately) dominate the discussion today, particularly in the developed world, but, absent a major unforeseen technological breakthrough, non-renewable sources such as oil and natural gas are still expected to meet the majority of the world’s energy needs for decades to come (according to the US Energy Information Administration, 82% of energy consumed worldwide will still come from non-renewable sources in 2050).

The oil and gas industry lies at the intersection of global business, international law, geopolitics, the environment and particularly in the developing world, economic development. This seminar will address the international legal norms and public policy principles that have shaped, and continue to guide, this industry. It is designed for students interested in careers in energy, energy policy, project finance, international arbitration, environmental regulation or development – whether for a law firm, energy company, NGO, international organization or government – as well as students simply interested to learn more about an industry that impacts our daily lives in countless ways. 

This course is an introduction to the law and policy of U.S. taxation of U.S. and foreign persons engaged in cross-border activities. The course will address both how individual and corporate foreign taxpayers are taxed by the United States, and how U.S. individual and corporate taxpayers are taxed by the United States on income earned in or from other countries. Topics will include U.S. jurisdiction to tax, allocation of income, withholding taxes, the foreign tax credit, deferral, transfer pricing, and tax treaties. The course will also consider how the U.S. rules in these areas are influenced by developments in other countries. The goal of the course is to provide an overview of the relevant law and policy considerations, with a focus on specific issues that are presently contested as a policy matter. Students should leave the course with an understanding of the basic framework for U.S. international tax law and a sense of some of the policy debates surrounding the current rules.

This course will teach students the practical aspects involved in litigation of international trade and investment disputes. Its goal is to prepare students entering either private practice or government service to handle complex litigation in those fields. The course will provide a comparative analysis of the dispute settlement mechanism of the World Trade Organization (WTO) and Investor-State arbitration. While it will focus on procedural issues and case management, the first sessions will provide an overview of the legal framework of the multilateral trading system and investment treaty law. It will identify and analyze each phase of the proceedings of WTO disputes (under the Dispute Settlement Understanding) and of investor-State arbitrations (mainly under the arbitration rules of the International Centre for Settlement of Investment Disputes and Chapter Eleven of the North American Free Trade Agreement). Some of the topics that will be covered include: pre-trial preparation, formal initiation of a dispute, constitution of panels and tribunals, discretionary procedural issues, evidentiary issues, jurisdictional and other preliminary objections, written pleadings, conduct of hearings, use of witnesses and experts, awards and rulings, recourses, implementation and enforcement, and in general case management. The analysis and discussions in class will be based on treaty text, jurisprudence and the practical, hands-on experience of the professors. Guest-speakers – including practitioners, government officials, or staff from relevant international organizations – will be invited to a few sessions. Students will be expected to participate in class discussions and in simulations.

This course will introduce students to a substantive area of American law: contracts. This course exposes students to the major themes in contract law. Specifically, we will cover contract formation, breach of contract, and contract remedies. Focusing exclusively on the common law, this class will familiarize students with the basic concepts of offer, acceptance, consideration, performance, breach, remedies, and third party issues.

Learning objectives:

To understand the fundamental principles of the law of contracts.

This is a course on identifying and resolving antitrust problems that arise in mergers and acquisitions. Using case studies of contemporary transactions ranging from simple negotiated acquisitions to hard-fought contested takeovers, we will examine anticipating antitrust problems and identifying possible defenses and solutions at the early stage of a deal when information is typically scare, performing more detailed analyses when more information becomes available, organizing the prosecution/defense of a transaction, navigating the DOJ/FTC merger review process, anticipating and structuring consent decree settlements, litigating merger antitrust cases, and negotiating provisions in merger agreements to allocate antitrust risk between the parties. The case studies will include such recent high-profile transactions as Hertz/Avis Budget/Dollar Thrifty, Halliburton/Baker Hughes, Staples/Office Depot, American Airlines/USAir, Comcast/NBCUniversal, Anheuser-Busch InBev/Grupo Modelo, Anthem/Cigna, and Nielsen/Arbitron. The course will be sufficiently self-contained for students interested in business combinations who have not taken an antitrust course. There will be several short, graded assignments throughout the course and a five-hour, open book, take-home examination at the end of the course.

Learning Objectives:

By the end of the course, a diligent student should be able to do the following:

1. Perform a preliminary merger analysis, spotting at a high-level both potential substantive issues and possible remedies, in common transaction scenarios involving public companies given only publicly available facts.
2. Describe the merger review process from the filing of an HSR premerger notification report through a preliminary investigation, second request investigation, and final arguments to the heads of the investigating agency. If the agency concludes that the deal has antitrust problems, be able to describe the process for negotiating consent decree relief.
3. Understand the major theories of antitrust harm that apply to mergers and acquisitions and the major types of defenses available to the merging parties and be able to apply them to an arbitrary transaction.
4. Structure a merger antitrust challenge (as the investigating staff) and a merger antitrust defense (as defense counsel) before the decision-making officials at the DOJ and FTC.
5. Anticipate and structure a consent decree remedy minimally satisfactory to the DOJ and FTC in light of their expressed concerns about a transaction.
6. Describe the basic considerations and timing implications of litigating a merger antitrust case, the standards for granting preliminary and permanent injunctive relief, what the government and the merging parties each must show to prevail, and the allocation of the burden of proof (both persuasion and going forward) between the two sides, and the strategic and tactical implications of these factors to the prosecution and defense of a merger antitrust case in court.
7. Describe the legal and strategic significance of the antitrust-relation provisions in an Agreement and Plan of Merger (e.g., reps and warranties on antitrust-related consents and approvals, merger control and litigation conditions precedents, general efforts covenants, conduct of business covenants, merger control filing covenants, investigation and litigation cooperation covenants, shift-shifting covenants (including covenants to divest businesses or assets if necessary to avoid an agency challenge or settle a litigation), antitrust reverse termination fees, purchase price adjustments for divestitures, damages for breach of antitrust-related covenants, ticking fees, “take or pay” provisions, termination provisions).

This course draws on legal principles and financial economics to understand mergers and acquisitions. The class will cover incentives for deals and constraints on them arising from both law and economic factors. Valuation and judicial review of defensive tactics, for example, are included in the topics to be studied. Individual and team assignments may be included as part of the class.

This course will cover the concepts and components that form the basis for an organization to implement a modern ethics and compliance program. This will use current examples on failures in organizations and discuss how an ethics and compliance program could have prevented or minimized the conduct.

By the end of the course, students should:

1) have a mastery of the basic elements of an effective compliance program (see U.S.S.G and OIG 7 elements) along with a basic understanding of how a risk-based assessment guides practitioners in building modern compliance programs; 2) have a basic knowledge of the relevant laws, regulations and guidances (including FCPA, UK Bribery Act, OECD Anti-bribery convention) that enforcement organizations, agencies and/or courts would apply to hold organizations/individuals accountable for ethics/compliance failings; 3) have a basic understanding of the tools used to help organizations implement an effective ethics and compliance program (from assessment frameworks, code of conduct, policies and procedures, to internal investigations, training approaches and hotlines, due diligence and screening tools); and 4) using real-world scenarios and case studies, gain a deeper understanding of the issues faced by modern organizations and how compliance programs are tailored to address current and emerging risks (such as data privacy concerns) and exhibit an ability to combine law, theory and tools to analyze how to mitigate ethical or compliance risk facing an organization.

All lawyers, irrespective of their specialty, must negotiate. This intensive, interactive seminar will explore the theoretical and practical aspects of negotiating and mediating transactions and disputes in our legal system. The goal is to improve students’ understanding of negotiation and mediation as well as their ability to negotiate effectively.

Students will learn to negotiate by studying the negotiation theory, concepts and principles, and by participating in simulations and exercises from a variety of practice areas. The simulations are designed to familiarize students with the negotiating and mediation processes, sensitize them to their own negotiating behaviors, teach them how to use a mediator in aid of their negotiations, and raise a number of ethical and practical questions. 

Through in-class negotiation exercises, students will develop and sharpen skills in the areas of listening, asking questions, creative thinking, and persuasive communication. Class lectures and discussions will focus on such topics as the difference between competitive and integrative bargaining, the psychological and ethical dimensions of negotiations, and the importance of context in choosing negotiation strategies. Students will be videotaped while conducting at least one of their negotiations, followed by instructor evaluation and feedback.

Grades are based on the quality of student participation, several short “think pieces” and journal entries based on in-class experience, readings and lectures, and a final 10-15 page paper.

The Workshop is intensive (9:00 a.m. - 4:30 p.m. for six sessions spread over two weekends). Full attendance and participation is required at all six sessions.

Learning Objectives:

• Familiarization with negotiation and mediation theory, concepts and principles.
• Deepening of behaviors, processes and mindsets required for effective negotiation and mediation.
• Sharpening skills in the areas of listening, asking questions, creative thinking, and persuasive communication.
• Engaging in reflective practice.
• Awareness of the role that assumptions, differences (e.g., culture, gender) and psychology play in shaping negotiation/conflict dynamics.

As the global financial system has grown increasingly sophisticated and interconnected, U.S. financial regulation also has become more complex and layered.  This course will introduce students to the foundations of the U.S. financial regulatory system and explore how regulation has developed over time. 

The course will include an overview of the structure of financial regulation in the U.S. and discuss the history and purpose of the relevant agencies’ authorities and missions.  In particular, using the most recent global financial crisis and the subsequent regulatory response as examples, the course will address the ability of the Federal financial regulators to address systemic risks. As part of this analysis, we will examine how effective financial regulation can contribute to systemic stability, consumer and investor protection, market efficiency, the prevention of financial crime, and more.  In addition, the course will consider remaining potential sources of failure in the U.S. financial regulatory system and how these weaknesses could be addressed.

This course provides an in-depth look at the structure of, and law applicable to, private funds, which are pooled investment vehicles generally operating outside of the scope of a number of significant U.S. Federal securities laws.  Among the investment vehicles we will study private equity, venture capital and hedge funds.

The course will begin with an overview of the private fund business in the United States followed by an examination of the exclusions and exceptions under the Investment Company Act of 1940 (the “ICA”) on which private funds and their managers typically seek to rely in operating beyond the reach of the ICA.  A second class relating to the ICA will examine provisions from which no exemptions covering private funds apply and the consequences to private funds and their managers arising from violating the ICA. 

The course will then turn to a consideration over a number of classes of what has become the centerpiece of the U.S. Federal securities laws regulating private funds, the Investment Advisers Act of 1940 (the IAA). The series of classes devoted to the IAA will in turn be followed by a class focused the application to private funds of the U.S. Federal employee benefits law, the Employee Retirement Income Security Act of 1974, as amended (“ERISA’), a class dealing with recent private fund “hot topics.” The next two classes will center on business and marketing considerations faced by investment advisers and managers when organizing and operating private funds and significant business terms and conditions in private fund documents. 

The last two classes of the semester will be a “practicum” designed to introduce you to a business/legal situation a practitioner in the private fund area could typically face today. We’ll choose the subject of the practicum with student input around the midpoint of the semester. 

The objective of this 1 credit course is to introduce students to the relationship between international laws governing foreign investment and efforts to protect and promote human health.  The course will examine the extent to which bilateral investment treaties (BITs) and investment chapters in trade agreements limit domestic regulatory autonomy, particularly in the field of public health.
International investment law is comprised of over 3000 BITs, which govern the acceptance and treatment of foreign investment.  BITs impose various rules limiting the freedom of domestic policy-makers, including rules governing national treatment, most-favored-nation treatment (principles of non-discrimination), fair and equitable treatment, and expropriation. Foreign investors, including trans-national corporations, are increasingly using these rules to challenge domestic regulations such as public health measures.

The course will address:

1. the theoretical perspectives underlying the international law of investment and the concept of police powers (particularly the power to protect health);
2. the different types of legal tests used to determine the regulatory legitimacy of a measure as well as the impact of varying standards of proof on analysis of this type;
3. rules governing expropriation of property rights and the circumstances in which health and environmental health measures might be considered equivalent to expropriation;
4. rules governing fair and equitable treatment as used in determining the legitimacy of domestic regulatory measures;
5. rules governing non-discrimination and their potential impact on domestic health measures that are non-discriminatory in form;
6. rules governing arbitrary or discriminatory measures; and
7. procedural issues relating to the participation of civil society in the negotiation of investment treaties and the settlement of investment disputes.

There are no prerequisites for the course, although familiarity with international law or global health law is desirable.  The course is ideal for students in the Global Health Law LLM program or for other students wanting a course on international investment law.

This course will focus on US federal and state laws and regulations affecting commodities (e.g., energy, GHG emissions, agriculture, metals, forex, cryptocurrency) and the related derivatives (i.e., swaps, futures, and options) markets. Topics include: (1) overview of the origins of derivatives and commodity trading generally; (2) the concepts of hedging and speculation; (3) the evolution of the Commodity Exchange Act of 1936 (CEA); (4) the current jurisdiction of the Commodity Futures Trading Commission (CFTC) and the Securities and Exchange Commission (SEC) in the post-Dodd-Frank world; (5) application of commodity trading and derivatives statutes, regulations and Congressional proposals for new products, such as bitcoin, blockchain and other FinTech innovations; (6) analysis of energy and emissions-based derivatives as well as ESG and climate change mitigation policies; (7) discussion of recent developments in exchange trading, such as De-Fi and event contract trading; (8) registration and regulation of market participants, such as brokers, hedge fund operators, investment advisers, swap dealers, cryptocurrency intermediaries; (9) administrative and injunctive enforcement powers involving violations of the CEA; (10) current developments in self-regulatory oversight; (11) documentation of derivatives (e.g., ISDA) and commodity transactions; and (12) foreign market access to commodity and derivatives trading and developments in the EU and Asia.

Students who complete this course will have a solid understanding of the CEA and CFTC’s rules and regulations under the CEA as well as federal relevant cases. In addition to learning the black-letter law, the students will learn how derivatives and commodities markets work in the US and overseas and how securities, energy, emissions, agricultural and financial markets interact with these markets. Through a series of in-class exercises culminating with the final paper students will develop their research, analytical and writing skills.

Crisis often brings change. The stock market crash of 1929 prompted Congressional hearings that eventually produced revolutionary legislation: the Securities Act of 1933, which regulated U.S. securities offerings; and the Securities Exchange Act of 1934, which regulated securities markets and established the SEC. Like the financial meltdown 80 years ago, the recent financial crisis has sparked a critique of the U.S. financial regulatory system. Having witnessed a Ponzi scheme of unprecedented magnitude and the near decimation of venerable Wall Street firms, scholars, lawmakers, regulators, and investors have questioned the appropriateness of our current regulatory framework and the role of the SEC.

The first part of the course will focus on understanding the events that prompted the 1933 Act, the 1934 Act, the Investment Company of 1940, the Investment Advisers Act of 1940, and the establishment and growth of the SEC. Perhaps not surprisingly, many of those same policy considerations are driving current discussions within the Commission, in Congress, and in the Administration. The second part of the course will examine particular aspects of securities regulation from both substantive and organizational viewpoints, including the regulation of public companies, investment companies, and investment advisors, with an emphasis on the inner workings of the SEC. We will study the current functions played by the Commission’s various divisions and offices as we explore the pros and cons of the existing regulatory architecture and the initiatives under consideration at the SEC and within Congress. The final segment of the course will focus on the future of the SEC and financial regulation in the U.S. We will review reform proposals and other ideas for reorganizing the system. We will have speakers including present and former senior officials from the SEC and the financial industry.

This course is open to both JD and LLM students and is recommended for students who wish to gain a deeper understanding of the SEC or may be considering an externship with the Commission.

Examines the business and tax issues encountered when using either an S corporation, a limited liability company, or a combination. Most of the course focuses on S corporation taxation rules including eligibility requirements, elections, revocations and terminations, corporate level taxes, distributions, loss utilization, compensation planning, and merger and acquisition transactions. Regarding limited liability companies (LLC), areas covered are formation and classification, conversions, application of partnership rules, and compensation. Business considerations and practical tax planning opportunities, as well as choice of entity fundamentals, are highlighted throughout the course.

This course examines all aspects of the SEC’s enforcement process, from the opening of an investigation through its resolution, whether by settlement, litigation, or closure without enforcement action. We consider strategic considerations from both the SEC's and defense practitioner's perspective at every critical juncture of an investigation, including whether to self-report and cooperate, whether to assert and how to protect privileges, and how to engage with the SEC before, during, and after the Wells process. We also discuss the overlapping roles of federal and state criminal and civil regulatory authorities. We examine internal investigations, whistleblowers, the ethical obligations of counsel, and review the SEC’s current areas of enforcement focus --insider trading, financial fraud, investment advisors, gatekeepers, Ponzi and pyramid schemes, and the Foreign Corrupt Practices Act. We survey the various contexts in which claims under the securities laws may be pursued, including litigation with the SEC and other regulators and class and derivative actions. We use important historical precedents as well as current SEC enforcement developments as the basis for class discussion.

This course involves the study of the disclosure philosophy of the federal securities laws and the nature and regulation of the securities markets. The relevant statutes are the Securities Act of 1933 and the Securities Exchange Act of 1934. Among the specific topics covered are registration and exemptions under the 1933 Act and civil liabilities under both the 1933 and 1934 Acts. The class also studies the economics of disclosure and liability rules and the workings of an efficient market.

Professor Langevoort's course is for 4 credit hours.

This course focuses on the federal securities laws and the nature and regulation of the U.S. securities markets. The relevant statutes are the Securities Act of 1933 and the Securities Exchange Act of 1934. Among other topics, the course introduces students to registration requirements and exemptions under the 1933 Act and the disclosure obligations and the liability provisions under both the 1933 and the 1934 Acts. This course covers similar territory as the 3- and 4-credit versions of Securities Regulation, but its primary focus is on the core principles and practical aspects of the registration and disclosure requirements, including their historical background. This course would be appropriate for foreign-trained lawyers pursuing the LL.M. degree in Securities and Financial Regulation and for J.D. students desiring an overview of this area.

In this course we will study the disclosure philosophy of the federal securities laws and the nature and regulation of securities, securities markets and market participants. The primary statutes we will cover are the Securities Act of 1933, or the ‘33 Act, and the Securities Exchange Act of 1934, or the ‘34 Act, including recent amendments such as Dodd-Frank and the JOBS Act, as administered primarily by the U.S. Securities and Exchange Commission. Major topics include the registration requirements for securities transactions and exemptions from these requirements, the concept of materiality, issuer reporting requirements under the ‘34 Act and civil liabilities for securities law violations. At times, our discussions will also touch on relevant economic and policy underpinnings and current events.

This course explores the regulation of the U.S. capital markets through an introduction to two of the most important federal securities laws: the Securities Act of 1933 and the Securities Exchange Act of 1934.  Topics include the definition of a security, the registration of securities and transactions under the Securities Act (and applicable exemptions), periodic disclosure requirements for public companies, the duties of participants in securities transactions, the anti-fraud rules, and the applicability of federal securities laws to transnational transactions.  A particular focus will be on core principles and practical aspects, noting how securities regulation responds to changes in technology, globalization, and capital market structure.  The course is particularly useful for students pursuing careers in business law, litigation, capital markets, investment banking, and/or private equity, and it is appropriate for foreign-trained lawyers pursuing the LL.M. degree in Securities and Financial Regulation and for J.D. students desiring an overview of this area.

This course will focus on the practical deal-making aspects of structuring transactions involving non-profits and for-profits, with focus on the rules governing joint ventures (designing a joint venture policy), choice of entity issues, hospital and health care industry deals, low income housing tax credit issues, historic and energy tax credits, new markets tax credit transactions, environmental and conservation ventures, university joint ventures (e.g., distance learning, faculty research and pouring rights), impact investing, social benefit corporations (Hobby Lobby case) and valuation and reasonable compensation issues. It will include negotiating strategies (key structural issues, how to educate the for-profit party, “must-have” deal terms); case studies with students taking sides in negotiating the deal; Congressional outlook (political and lobbying) and “hot” UBIT topics. The course will feature guest lecturers from the Treasury, IRS and the private sector, including in-house general counsel of tax exempt organizations. The course will require a 20 page (approx.) paper.

The biggest challenge of a multistate tax practice is dealing with the practical issues of multiple states with sometimes conflicting laws and regulations. Most companies operate in multistate environment and must learn how to apply their operational realities to a patchwork of state and local tax laws and regulations. With telecommuting, internet and other work options, and a fluid workforce, this course will also review the state and local tax rules for employers/employees and individuals.

This course reviews the basic concepts that govern multistate taxation on an operational level and detailed practice and procedures guidelines. The issues surrounding audits and record access will be discussed along with the use of tools such as managed audits and voluntary disclosures. Appeals on administrative and judicial levels will be reviewed with an emphasis on statute of limitation, de novo and other issues. Additionally, this course will provide a review of the relationships between the states, information sharing between and among the states and the federal government, and the natural tension between taxpayers and the state revenue departments.

Learning objectives:

Gain an understanding of the practical aspects of state and local taxation. This understanding will prepare you to take on real time state tax projects with a client perspective. The class will also provide you with an understanding of state and local learning resources to gain the needed information to define and complete state and local tax projects.

This course discusses the basic principles of state and local taxation, focusing primarily on state income and franchise taxes. The course provides an overview of the limitations of state taxation provided by the Due Process and Commerce Clauses of the U.S. Constitution as well as selected federal statutes that pre-empt state taxation. The course discusses conformity with federal tax laws and introduces the student to the state tax concepts of unitary business principle and formulary apportionment. In addition to corporate income and franchise tax issues, the course will discuss issues relating to passthrough entities, common planning strategies, states’ authority to challenge positions taken by taxpayers, and taxation of non-U.S. income and non-U.S. taxpayers.

This course, in conjunction with the state and local income and sales and use tax courses, is intended to complete a foundational overview of primary state and local taxes, fees and other charges (“taxes”) imposed on manufacturing and mercantile entities, as well as select industries operating in a multijurisdictional environment. Included among the areas that are reviewed in this course, on a comparative law basis are: ad valorem taxes imposed on real, tangible and intangible property, as well as select federal provisions, such as that found in the Railroad Revitalization and Regulatory Reform Act (4-R Act) of 1976; escheat/unclaimed funds laws; net worth taxes; transfer taxes, including those imposed on the transfer of “controlling” real property interests; select excise taxes, including those imposed on telecommunication and natural resource companies; withholding taxes, including state equivalents to the federal withholding tax imposed by Foreign Investment in Real Property Tax Act” (FIRPTA) rules; unemployment taxes, including State Unemployment Tax Act (SUTA) dumping provisions; statutory and negotiated tax incentives; privilege and retaliatory taxes; and, business license taxes and fees. By presenting the above topics in a comparative laws context, nonuniform principles, policies, jurisprudence and administrative positions confronting the multijurisdictional business operating in multistate environment are brought to light and will serve as one of the primary themes of this course.

This course provides an in-depth examination of Sales & Use taxes. These taxes make up approximately half of all state tax revenues. The course focuses on fundamental principles of the Sales & Use tax regime by reviewing seminal and recent cases on the subject. The course also discusses U.S. Constitutional limitations applicable to Sales & Use taxes and state efforts to bypass these limitations.  Finally, we will discuss current issues in the field of Sales & Use taxation, including application of Sales & Use taxes to remote electronic commerce and marketplace facilitators. 

The class will address the need for companies and individual creators to strategically manage their intellectual property assets. Students will study approaches to managing patents, copyrights, trademarks and trade secrets through the spectrum of activities including creation and ownership of intellectual property; its acquisition, sale and license; due diligence and disclosure issues; protection and enforcement of rights; and litigation. The class will cover case law and real world business dynamics and provide students with insights into the role and responsibilities of in-house counsel and outside lawyers in this process. As part of the course, there will be an assignment of a corporate case study project to teams of at least two students. It will involve communication with legal representatives from the companies in the study project who have agreed to be available to the students.

Students will be evaluated based on class attendance and individual class participation; team participation and completion of team written and oral presentations related to the corporate case studies; and written assignments including a final individual paper.

Learning Objectives:

By the conclusion of the course, students will have the ability to apply intellectual property law effectively in business situations and also gain experience with some of the skills necessary in counseling business executives, inventors and others about their intellectual property assets.

This course provides a general overview of the federal labor and tax law policies and principles that apply to employment-based retirement plans, health care plans, and executive compensation arrangements. Students will examine the principles of the Internal Revenue Code and ERISA that govern the form and operation of employer-sponsored plans, especially tax-qualified pension plans, executive compensation arrangements and welfare plans (with a focus on health care). This class will concentrate on the structure and basic rules that govern such arrangements. In the context of tax-qualified and nonqualified plans and health and welfare programs, this course will explore plan administration, fiduciary duties, claims appeals and litigation.

This course is designed as a survey course for those students not pursuing a SALT Certificate in conjunction with their LL.M. in Taxation, Executive LL.M. in Taxation, or MSL Program. The course begins by first introducing the student to the dynamics and taxonomy of SALT, and why (out of necessity) the study of subnational taxes must vary from the “classic” pedagogy of most LL.M. – Tax programs that have come to focus and build on a study of the differing subchapters of the Internal Revenue Code.  Next, the course explores important subnational topics not encountered in the study of federal corporate income taxes, such as federal limitations on the powers of subnational governments to tax.  To close the course, the student will be presented with a case study and a comparative law analysis that will provide them insight into analytical approaches employed by interdisciplinary tax teams made-up of international, federal and subnational tax specialists assigned to deal with enterprise restructurings.

SALT issues unique to following types of taxes will be explored: income based taxes; sales and use taxes; ad valorem taxes; unemployment taxes; real estate and controlling-interest taxes; transfer taxes; gross receipts taxes; capital stock (net worth based) taxes; excise taxes; and, other taxes to illustrate the diversity of subnational levies and how they can be of critical importance to select industries and their advisors, e.g., such as the insurance industry (premium and retaliatory taxes); the natural resource industry (severance taxes); the communication industry (telecommunication taxes); and, the health care industry (hospital and medical provider taxes).

In addition to overviewing key taxes, the course will introduce the student to other important topics that routinely engage multijurisdictional enterprises, including: unclaimed property (“escheat”) audits; issues implicated by operations and transactions within and without the U.S.; statutory and negotiated tax and non-tax incentives; and, the nonuniform taxing and sourcing rules that face unincorporated multijurisdictional enterprises and their owners that choose to operate through partnerships, limited liability companies, S Corporations or joint ventures.

The topic of international transfer pricing – that is, how a business conducting operations in a number of different countries should divide its taxable income among those countries – remains among the most practically important of international tax issues. This course seeks to provide an introduction to the United States' principals and current practice of international transfer pricing, as well as some understanding of the historical and conceptual basis of the current system. Specific goals of the course are to assist foreign students in gaining a general perspective on the United States system and to provide domestic students and practitioners a sufficient level of understanding of the area and practices to provide a platform for the development of further interest in the area.

Sustainability issues such as climate change, human rights and racial justice have become the defining challenges of business. International corporations must navigate a complex web of regulatory and policy challenges to assure their long-term viability. In response to statutory, investor and customer pressures, Environmental, Social and Governance (ESG) factors are fundamental to how Boards and Senior Executives are valuing strategic opportunities and their overall risk profile. Lawyers will play an increasingly critical role in advising on trends related to: (i) the greater integration of sustainability within policy and legislation; (ii) the appetite of investors for ESG considerations within their investment portfolios; (iii) the demand for greater transparency and uniform disclosure; (iv) the growth of green and social impact investment products; and (v) the heightened calls for racial equity and social justice. This course will provide a general overview of the statutory and regulatory frameworks required to advise businesses on these ESG challenges and explore how evolving interpretations of “fiduciary duty” and “corporate purpose” may help or hinder the ability of business to make a meaningful impact on climate change and other social issues.

Learning Objectives:

At the conclusion of the class, students should be able to:

• Identify the key legal ESG issues involved in corporate transactions (investments, acquisitions and due diligence);
• Understand how risks can be mitigated related to climate change litigation and other ESG claims; and
• Evaluate the effectiveness of policy initiatives designed to increase the social impact of business.

This course provides a broad overview of mergers and acquisitions. This course will provide a framework for students to understand the merger and acquisition environment, to analyze M&A transactions, to develop opinions about them, to design M&A transactions, including friendly deals, hostiles, leveraged buyouts, mergers of equals, and cross border situations and covers topics such as the structures commonly used in M&A transactions, securities laws affecting M&A transactions, strategies employed by the acquiring company and the target firm in negotiating an acquisition, the roles and responsibilities of stakeholders in responding to an acquisition proposal, takeover defenses employed by target companies, the structure of an acquisition agreement, and the techniques for effective drafting of transaction documents.

This Tax Court Advocacy workshop provides students a chance to use substantive tax law to learn Tax Court litigation skills. Using tax law frequently involved in individual income tax matters, the course covers the cycle of an individual income tax dispute with the IRS, beginning at the administrative level and culminating in a mock Tax Court trial and consideration of possible appeal to the United States Court of Appeals. We start with an overview of income tax issues in individual taxpayer case studies that form the foundation of the course and give rise to frequent litigation.  Acting as either lawyer for the taxpayer or the IRS in hypothetical cases, students will conduct client or witness interviews, prepare IRS administrative filings, Tax Court petitions or answers, pre-trial memoranda and briefs, and engage in other exercises designed to impart the skills of effective Tax Court advocacy and to convey a practical understanding of the tax controversy process. An introductory course in taxation is a prerequisite. A course in tax practice and procedure is recommended but not required. Students will be graded on written assignments and on class performance during the semester.  The course does not have a final written exam.

This seminar will examine the tax planning for recent public M&A deals from the practical vantage points of tax counsel advising the buyer and the seller. The principal focus will be on: (1) the tax structure utilized; (2) the tax representations, warranties, covenants, and indemnification provisions in the acquisition documents, along with any tax-sharing agreements; (3) the tax disclosure discussion in the proxy/prospectus delivered to the shareholders; and (4) the form of tax opinions provided by the buyer’s and the seller's tax counsel.

Examines on an interactive and pragmatic basis the effect of federal income taxes on the real estate market and real estate transactions; sales (including installment sales) and like kind exchanges of real estate interests; the choice of various entities (including partnerships, limited partnerships, LLCs, S corporations and REITs) for the ownership and development of real estate; the impact of taxes on the landlord and tenant; the tax impact of creative financing techniques, such as the sale-leaseback; basis (including at-risk) and basis adjustments; passive activity loss limitations; and the tax consequences of foreclosures, bankruptcies, and work-outs.

Examines the administration and enforcement of the Internal Revenue Code, including types of guidance, preparation and filing of returns, audit procedures (including centralized partnership audit procedures), administrative appeals, deficiencies, assessments, closing agreements, collection, civil penalties applicable to taxpayers and practitioners, criminal tax penalties, interest, refund claims, statutes of limitations, and practice before the IRS.

Studies problems and considerations arising in the litigation of federal tax cases before the U.S. Tax Court, District Court, and the Court of Federal Claims, including jurisdictional, procedural, ethical and evidentiary issues. Practical problems of choice of forum, pleadings, discovery, privileges and tax trial practice are surveyed. Considerable attention is given to IRS summons enforcement litigation, privileges, civil collection, levy and distraint, collection due process, criminal tax litigation, and the tax lien and its priorities. Government attorneys, practicing attorneys, and U.S. Tax Court Judges are utilized as guest lecturers on some of the subject matter.  This is a comprehensive course covering all aspects of tax litigation. 

This course will cover the basic concepts of tax research and tax-specific writing techniques and skills. We will cover legislative, administrative, judicial, and secondary sources of authority. We will discuss where these materials can be located, the extent to which these materials are available electronically, and other practical aspects of researching tax issues in private practice and as an IRS attorney. We will also talk about the relative weight to be given to these various authorities. Finally, we will review why taxpayers and practitioners must be aware of and consider the relative weight of the various authorities covered in the course.

We will also focus on developing effective writing skills. The ability to accurately convey one’s thoughts in a written work product is an essential skill in the legal profession. The strength of a legal argument depends not only on the sources of authority cited but also on the manner in which those authorities are presented. Students will practice the research and writing skills developed in class by drafting a piece of tax-related writing throughout the course of the semester, receiving feedback and editing the draft along the way.

The “tax research” portion of the course will cover the hierarchy of authority and other information sources most relevant to tax lawyers.  We will begin with an overview of the federal tax legislative and regulatory processes and their research trails.  Next, we will explore the universe of subregulatory guidance, written determinations, and other information produced by the Department of the Treasury and the Internal Revenue Service.  Then, we will dive into the world of judicial opinions and examine the three choices of forum available for litigating a federal tax dispute.  The final “tax research” class will focus in depth on U.S. international tax research and, in particular, on tax treaties and the role thereof in the U.S. tax system.  Students will complete weekly practice-oriented research assignments to develop a working familiarity with where this authority or other information can be found and the relative weight thereof.

The “writing” portion of the course will focus on developing effective legal writing skills.  The ability to succinctly—and authoritatively—convey one’s thoughts in a written work product is an essential skill in the legal profession.  The strength of a legal argument depends not only on the sources of authority cited but also on the manner in which those authorities are presented.  Students will apply their legal research and writing skills in completing a graded analytical writing assignment (e.g., research memorandum, opinion letter), along with a short persuasive writing exercise, on a timely federal tax issue.

International tax treaties determine why hedge funds are located where they are, how motion pictures are financed, whether the dispatch of employees abroad is economical, and why financial assets follow prescribed international paths. They determine why Netherlands and Luxembourg have a large positive balance of trade with the United States, and why recording studios are established in the Caribbean. They determine whether bank accounts in Switzerland and Liechtenstein are really secret. While tax treaties ostensibly are only about dividing up tax bases between countries and exchanging information between sovereigns, in reality they channel the flow of investment and development in the global economy.

This course assumes that students have some familiarity with basic tax treaty concepts and examines how provisions of the OECD Model Treaty and the United States Model Treaty are used by tax practitioners to achieve specific business objectives. Students will acquire an understanding of how treaty provisions help shape economic and financial decisions in different industries and economic sectors. The course uses examples drawn from actual practice to illustrate the creative use of tax treaty provisions. It is designed to be an interactive experience, with students working on case studies, discussing alternative approaches, and using different jurisdictions and changes in the form of the underlying transaction to achieve desirable tax results.

Learning objectives:

This course is intended to teach the concepts underlying the United States Model Tax Treaty and the OECD Model Tax Treaty. By the end of the course, students are expected to understand how tax treaties are organized and be able to apply the model tax treaties to factual situations in which the tax treaties are applicable.

At the same time, the course is intended to challenge the student to be aware of the ethical challenges and risks of practice in the area of international taxation. More and more, tax authorities are not only looking to penalize a taxpayer for improper tax planning, but also the tax advisor who recommended the course of action followed by the taxpayer. By the end of the course, students are expected to be able to understand where the borders of ethical behavior are when developing international tax structures and to be able to analyze risks to the clients and themselves when working in this area.

Finally, the course is intended to reinforce principles of close reading and attention to the specific wording used in the tax treaties and cases interpreting the tax treaties. By the end of the course, students are expected to be able to read and understand why specific words are used in tax treaties and the significance of these words.

This is a basic tax treaty course. It will cover fundamental tax treaty concepts such as residency, permanent establishment, business profits, limitation on benefits, and relief from double taxation (including operation of the U.S. foreign tax credit rules). There will be an overview of treaty provisions that apply to investment income and income from the performance of services. In addition, students will learn about the interaction of tax treaties with U.S. domestic tax law, the role of international organizations in interpreting tax treaties, procedures for resolving tax treaty disputes through the competent authority process, and strategies for researching tax treaties. This course is designed for students with little or no background in tax treaties. However, students will be expected to have a basic understanding of the U.S. tax rules that apply to foreign persons who receive income from the United States and U.S. persons who receive income from abroad. The course will be based primarily on the United States Model Income Tax Convention, together with selected case law and administrative authority. We will also look at selected provisions of the OECD Model Tax Convention.

Studies the treatment of charities and other nonprofit organizations, including private foundations, churches, hospitals, trade associations, social clubs, and political organizations under the federal income tax law. Among the topics covered are the characteristics of the various classes of exempt organizations, the legislative policies underlying their exemption from tax, problems associated with qualification for and retention of exemption, joint ventures, the unrelated business income tax including corporate sponsorship, the declaratory judgment remedy, implications of racial discrimination, international activities and the treatment of lobbying and political expenditures.

The course will explore selected federal income tax issues relating to financial instruments and transactions. Major topics will include the legal and economic characteristics of indebtedness, equity, and derivatives, the fundamentals of the original issue discount (OID) rules, market discount and bond premium, variable rate and contingent payment debt instruments, the fundamentals of the tax rules for derivatives, hedging transactions, and anti-abuse rules such as straddles, wash sales, constructive sales, and conversion transactions.

This course examines in-depth the provisions of Subchapter K of the Internal Revenue Code and the regulations thereunder as they apply to the life cycle of a partnership, from formation to liquidation. Students will be able to evaluate the tax consequences of the most common partnership transactions, including the acquisition of a partnership interest, compensation of a service partner, distributions by the partnership to partners, and transfers of partnership interests. In addition, students will understand the mechanics and implications of profit and loss allocations, liability allocations, allocations with respect to built-in gain property and disguised sales of property between a partner and a partnership. Students will also have a basic understanding of partnership tax accounting, including creating and maintaining tax and book balance sheets.

This course examines in-depth the provisions of Subchapter K of the Internal Revenue Code and the regulations thereunder. Attention is given to the tax issues arising upon the formation, operation and liquidation of a partnership, including the consequences of acquisitions of partnership interests, distributions by the partnership to partners, the optional adjustment to basis of partnership property, the transfer of partnership interests, and current topics in partnership taxation.

This course examines in-depth the provisions of Subchapter K of the Internal Revenue Code and the regulations thereunder. Attention is given to the tax issues arising upon the formation, operation and liquidation of a partnership, including the consequences of acquisitions of partnership interests, distributions by the partnership to partners, the optional adjustment to basis of partnership property, the transfer of partnership interests, and current topics in partnership taxation.

Explores the federal income tax consequences arising from sales, exchanges, and other dispositions of property. Principal issues considered include determination of the taxable event; ascertainment of basis and amount realized; ascertainment of gain or loss; limitations on the allowability of losses, including the at-risk and passive activity loss provisions; and the relevance of the capital/ordinary gain or loss distinction and the original issue discount rules. The course includes an analysis of certain major non-recognition provisions, including like-kind exchanges and involuntary conversions and replacements. The course also includes an examination of the taxation of deferred payment sales, including the effect of taxpayer's method of accounting and the availability and operation of the installment method.

Nowhere have the recent changes wrought by technological innovation been more visible than in the financial industry.  Algorithmic robots (algo bots) can scan the equivalent of thousands of pages of information and make trading decisions based on that material in fractions of a second. People who might not be able to afford a human financial advisor can get financial advice from robots by enrolling in a “robo-advisory” service to help manage their investments. Virtual currencies such as Bitcoin and initial token offerings (ICOs) have the potential to revolutionize the financial markets. Financial institutions are taking steps to use blockchains and distributed ledger technologies to clear and settle trades in financial instruments and other transactions in a manner that upends traditional processes in this area. Data about human behavior is being collected and used in ways that had not been imagined only ten or so years ago, from uncovering financial market trends via social media sentiment analysis to discerning the success of commodities businesses by scrutinizing satellite images.   

"FinTech” is short for “financial technology,” and the term is broadly used to refer to technologies applied to financial services and within financial institutions.  This course explores some of the complex, cutting-edge legal issues that are arising at the intersection of technological innovation, business, finance, and the law.  The course will introduce several of the primary FinTech innovations and explore with students if, and how, the relevant laws and regulations apply to these new business models. This course provides a guided tour of the major legal and policy issues in banking, financial market regulation, insurance, business-entity law, and data privacy/protection that have resulted from FinTech innovations.  Accordingly, much of the course involves looking at how the existing laws and regulations governing securities, derivatives (including futures and swaps), payment systems, and banking activities apply to innovative financial products and services.   

Automated systems and artificial intelligence (AI) soon will be like electricity—an ever-present technology that enables many aspects of modern society to function smoothly while operating largely in the background.  Internet-connected “smart” refrigerators and kitchen shelves in “smart” homes will order food items automatically, without human direction, when existing supplies are running low.  Factories are increasingly becoming completely automated, operated by robots that can work 24-hours a day in the dark.  AI even can handle tasks that are currently performed by doctors, attorneys, and human resources executives.  For example, computer algorithms can diagnose illnesses in patients and review documents and contracts for legal and regulatory issues.  AI systems can select the job applicants that firms call in for interviews, and then use facial recognition technology to analyze video-recordings of the interviews to determine which applicants were enthusiastic, bored, or dishonest.  Automated systems already control much of the trading on stock and futures exchanges.  Regular people who want investment advice and guidance can use their smartphones to enroll in AI-powered robo-advisory services that adjust investment strategies according to individual risk preferences.  Algorithms used by online retailers decide what products to show people based on analysis of both the shopping habits of specific individuals and the behavior patterns of like-minded shoppers.  Taxis of the future may very well be self-driving cars that are robot business entities that own themselves.        

These radical changes in society will have significant implications for the legal system.  Advances in AI will necessitate changes to laws and regulations, and even to how lawyers practice law.  In this course, students will examine legal and ethical issues related to automated systems, AI, and robotics, which will involve analysis of topics in agency law, business entity law, contract law, and more.       

This course will review the most critical policy, legal and regulatory issues faced by the energy sector (coal, oil, gas, renewable energy sources, and minerals) actors, such as governments, investors, corporations, insurers, and citizens, when facing the challenges of the current energy transition, including net-zero pledges at political level and their impact in legislation.  

The discussion will be based on the following premises/problems (evidently, the premises could also be discussed as well):  

• The world has a carbon emissions problem. Science confirms that action is needed to reduce greenhouse gas (GHG) emissions in the atmosphere generated by human activities. 
• The planet works on fossil fuels today, and it seems it will do so for the foreseeable future. Therefore, an abrupt reduction of fossil fuel consumption will severely disrupt current lifestyles, especially in developed countries.  
• A sharp increase in renewable energy generation will require much more mineral extraction than today, an activity that itself brings new social and environmental challenges. 
• Even with the current fossil fuel consumption, a significant share of the world population has unreliable, insufficient, or inexistent access to energy (approx. 800 million people). This situation is unacceptable and needs to be solved. 
• The energy matrix change towards renewable energy sources will disrupt both producing and exporting countries and corporations across the globe. The consequences of such change have to be foreseen and prevented, if negative.   

Development is a pending task for most of the planet, and it needs a priority place in the environmental discussions. Through the different topics addressed in the course, we will analyze how weak rule of law, increasing environmental and social challenges, corruption, and geopolitical challenges affect policymakers, legislators, regulators, and the private sector decision-making processes related to the energy transition, environment and development. Energy actors and the finance sector are confronted with long-term capital investment decisions in a volatile policy and regulatory environment. Legal counsel in these cases involves a substantial role in evaluating and mitigating risk and in the prevention and resolution of disputes. The course will analyze the extra-legal factors that lawyers need to understand to provide advice more comprehensively. 

Participants in the course will better understand the energy sector transaction models in the context of the current energy transition, the emerging challenges, and the legal strategies used to mitigate such risks using regulatory frameworks, contract drafting, and compliance procedures (ESG). Topics will include a general explanation of the risk or opportunity in each situation discussed, using study cases of specific transactions whenever possible. 

This course is not a project finance or a specialized finance course, even though we will review some financing structures. Due to its structure, this course could be considered an overview of the most pressing issues discussed in international energy law (an area of law that knows no borders), education to be continued in other courses.  

Even though I will try to make the course as structured as possible, several topics are strongly interconnected. Therefore, the conversation/discussion might flow in unexpected ways, which I fully welcome and encourage. 

Finally, I need to explicitly state that all my expressions, written or verbal, are made in a personal capacity and do not necessarily reflect my employer's position. 

This course will provide students an opportunity to explore the international taxation topic of transfer pricing through the research and writing of a graduate paper. Students will choose a topic in consultation with the instructors, prepare an outline to be submitted to the instructors, make a presentation to the class on their topic, and submit a paper of at least 22 pages. During the first half of the course, the instructors will focus on international transfer pricing and related topics. Transfer pricing involves the division of taxable income resulting from cross border transactions including the sale of goods and services and the licensing of intangibles. Transfer pricing typically leads to the largest audit disputes between multinational corporations and the national tax administrations for the countries in which these companies do business. As a result, transfer pricing is a key practical topic in international tax.

This course is an advanced topics courses. The introductory course in transfer pricing is recommended, but not required. Specific lecture topics will include 1) Overview of the international transfer pricing system. 2) Performing a transfer pricing analysis for a particular multinational group, and assisting the group in implementation. 3) Current developments including the taxation of services, intangibles, and OECD guidance. 4) Apportioning group-wide expenses. 5) Enforcement issues. 6) Administrative procedures, including IRS examinations, APA procedures, and competent authority procedures, and 7) Looking toward the future: what are the most appealing policy options today? In addition to transfer pricing, students may choose paper topics from other international tax topics with a practical application including permanent establishments, tax treaties, international arbitration, and the competent authority process.

In our increasingly globalized world, litigation frequently transcends state or national borders.  Transnational litigation implicates the three main topics addressed by the field of Conflict of Laws (also known as Private International Law):  Jurisdiction/choice of forum; choice of law; and enforcement of foreign judgments.  This course focuses on how U.S. courts resolve these issues (although some attention will be paid to how other countries address them).  Special attention will be devoted to the extraterritorial application of US law and to conflict of laws issues that arise in transnational litigation involving Business & Human Rights. 

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.

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 GILTI rules, the foreign tax credit provisions, Subpart F, repatriation, 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.

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.

Financial fraud affects investor confidence in the economy, causes turmoil in securities and commodities markets, and results in some of the largest losses of any criminal enterprise. This course will examine notable securities and financial frauds including Theranos, Enron, WorldCom, Madoff’s billion-dollar Ponzi scheme, Galleon insider trading cases, and others. Topics will also include other fraud schemes involving banks, accounting, mortgages, health care, disasters, and use of mails and wires. Students will gain a practical understanding of the statutes and investigative tools used to combat securities and other types of financial fraud, the working relationship between various government agencies, and a practical approach to the issues involved in the adjudication of these offenses.

Learning objectives:

The aim of this course is to provide students with a holistic view of how federal white collar crimes are investigated, prosecuted, defended, and adjudicated. We will examine substantive offenses, cases, statutes, and address the practical challenges presented by them together.

At the end of this course, students will have a comprehensive understanding of white collar criminal cases from the investigation stage through sentencing. Students will be able to identify the commission of white collar offenses, apply the law to facts, craft arguments from the perspectives of the government and defense, assess the strengths and weaknesses of a particular case, and refine their legal reasoning and advocacy skills.

The law of work is an increasingly important aspect of the global economy. Knowledge of this subject is useful in representing companies, unions, employees, governments and non-governmental organizations. Themes developed in the course also are central to understanding the relationship between law and globalization more broadly. We will study hard and soft law in the various forms in which it operates trans-nationally, including domestic law with foreign effects; public and private international law, such as human rights and trade law; and private codes of corporate social responsibility. The International Labor Organization (ILO), which is a touchstone in the course, is an especially interesting institutional case study: It is the world’s oldest international organization, with 180 member countries giving it near-universal representativeness, and its inclusion of governing roles for civil society groups – unions and employer associations – makes it unique among international institutions. Attention will be given to subordination of documented and undocumented migrants, women, and child laborers.