Offerings

Key:
+ subject to prerequisites, co-requisites, exclusions, or professor permission
1L first year required course
a extends over more than one quarter
c/l cross listed
e first-year elective
l Lecturer-taught seminar/simulation class
m seminar
p meets the professional responsibility/ethics requirement
r papers may meet substantial research paper (SRP) graduation requirement
s meets the professional skills requirement
u simulation class
w may meet writing project (WP) graduation requirement
x offering available for bidding
(#) the number of Law School credit hours earned for successful completion
  • Constitutional Law III: Equal Protection and Substantive Due Process

    LAWS 40301 - 01 (3) x
    This course considers the history, theory, and contemporary law of the post-Civil War Amendments to the Constitution, particularly the Equal Protection and Due Process Clauses of the Fourteenth Amendment. The central subjects are the constitutional law governing discrimination on the basis of race, gender, sexual orientation, and other characteristics, and the recognition of certain fundamental rights. Throughout, students consider foundational questions, including the role of courts in a democracy and the question of how the Constitution should be interpreted. The student's grade is based on a final in-class examination.
    Autumn 2015
    David A. Strauss
  • Constitutional Law III: Equal Protection and Substantive Due Process

    LAWS 40301 - 01 (3) x
    This course considers the history, theory, and contemporary law of the post-Civil War Amendments to the Constitution, particularly the Equal Protection and Due Process Clauses of the Fourteenth Amendment. The central subjects are the constitutional law governing discrimination on the basis of race, gender, and other characteristics, and the recognition of individual rights not explicitly enumerated in the Constitution. Throughout, students consider certain foundational questions, including the role of courts in a democracy and the question of how the Constitution should be interpreted.
    Spring 2016
    Nicholas Stephanopoulos
  • Constitutional Law V: Freedom of Religion

    LAWS 40501 - 01 (3) +
    This course explores religious freedom in America, especially under the first amendment. It is recommended that students first take Constitutional Law I. Students who have completed Constitutional Law IV are ineligible to enroll in this course. The grade is based on a substantial paper, series of short papers, or final examination, with class participation taken into account. Paper writers require permission of the instructor; ADDITIONAL explicit instructor consent required for paper to be considered for SRP certification.
    Spring 2016
    Mary Anne Case
  • Constitutional Law VII: Parent, Child, and State

    LAWS 47101 - 01 (3) c/l
    This course examines the constitutional rights of parents and children and the state's authority to define and regulate the parent-child relationship. Among the topics discussed are children's and parent's rights of expression and religious exercise; parental identity rights including rights associated with paternity claims, termination proceedings, assisted reproduction, and adoption; the scope of the state’s authority to intervene to prevent abuse and neglect; and the role of race and culture in defining the family. The student's grade is based on a take-home examination. Can be taken with Family Law (LAWS 45001) with permission of the instructor.
    Spring 2016
    Emily Buss
  • Construction Law

    LAWS 44032 - 01 (3) +, w
    Construction contracts are among the more complex types of legal arrangements, involving multiple actors (governments/regulatory agencies, developers/owners, purchasers or off-takers, contractors, subcontractors, equipment suppliers, sureties, insurers and financing parties) and multiple areas of the law (contracts; torts; real and personal property; insurance; employment, safety and environmental rules; complex forms of dispute resolution). The course will provide an introduction to the legal aspects of the construction process, including the relationships between and the risk allocations among the members of the construction team, as well as the resolution of disputes which arise out of the design and construction of heavy industrial and commercial projects. As one example of heavy construction, we will study one or more models of Engineering, Procurement and Construction (EPC) Contracts for electric power generation plants, and look at the effects of project financing and the “bankability” requirements for such project contracts. Prerequisites: Contracts and Torts.
    Autumn 2015
    Thomas Vega-Byrnes
  • Contract Drafting and Review

    LAWS 79912 - 01 (3) m, s, x
    This seminar will serve as an introduction to contracting drafting and how such drafting differs from other types of legal writing. We will start with the basic "anatomy of a contract," discussing the meaning, use and effect of various provisions. The seminar will address not only legal drafting issues, but also how to understand a client's practical business needs in order to effectively use the contract as a planning and problem solving tool. Students will draft and review specific contract provisions, and will learn how to read, review and analyze contracts with an eye toward both legal and business risk issues. Grades will be based upon class participation, a series of substantial out-of-class weekly drafting exercises, and a final take-home assignment.
    Autumn 2015
    Joan E. Neal
  • Contract Drafting and Review

    LAWS 79912 - 01 (3) m, s, x
    This seminar will serve as an introduction to contracting drafting and how such drafting differs from other types of legal writing. We will start with the basic "anatomy of a contract," discussing the meaning, use and effect of various provisions. The seminar will address not only legal drafting issues, but also how to understand a client's practical business needs in order to effectively use the contract as a planning and problem solving tool. Students will draft and review specific contract provisions, and will learn how to read, review and analyze contracts with an eye toward both legal and business risk issues. Grades will be based upon class participation, a series of substantial out-of-class weekly drafting exercises, and a final take-home assignment.
    Winter 2016
    Joan E. Neal
  • Contract Law for LL.M. Students

    LAWS 48605 - 01 (3) +, x
    This course in contracts is designed for LL.M. students in lieu of attending a regular 1L course. It will cover both common law and statutory law and focus on both case analysis and application to real world problems. Special attention will be paid to negotiation strategies and the application of the law to firms outsourcing decisions and contracts. The class will culminate in the drafting of a commercial agreement. The class assumes no knowledge of contract law in the U.S., but that the student has taken a contracts class in another jurisdiction (a general civil law class meets this requirement). Bring your practice experience with you, we can learn from one another!
    Autumn 2015
    Lisa Bernstein
  • Contracts

    LAWS 30511 - 01 (3) 1L, a
    This course, offered over two sequential quarters, is an introduction to commercial and consumer law and lays the foundation for advanced study in commercial transactions, corporations, restitution, consumer credit, insurance, labor and employment law, and investment securities. Substantively, the Contracts course deals with how contracts are formed, which contracts are valid, when a contract has been breached and the various remedies for breach, including damages, specific performance, and restitution. The course is also designed to introduce the student to legal methodology and to compare the common law with the techniques of statutory interpretation, particularly in connection with the Uniform Commercial Code. The student's grade is based on a single final examination.
    Winter 2016
    Omri Ben-Shahar
  • Contracts

    LAWS 30511 - 01 (2) 1L, a
    This course, offered over two sequential quarters, is an introduction to commercial and consumer law and lays the foundation for advanced study in commercial transactions, corporations, restitution, consumer credit, insurance, labor and employment law, and investment securities. Substantively, the Contracts course deals with how contracts are formed, which contracts are valid, when a contract has been breached and the various remedies for breach, including damages, specific performance, and restitution. The course is also designed to introduce the student to legal methodology and to compare the common law with the techniques of statutory interpretation, particularly in connection with the Uniform Commercial Code. The student's grade is based on a single final examination.
    Spring 2016
    Douglas G. Baird
  • Contracts

    LAWS 30511 - 02 (3) 1L, a
    This course, offered over two sequential quarters, is an introduction to contract law, and lays the foundation for advanced study in commercial transactions, corporations, restitution, consumer credit, insurance, labor and employment law, and investment securities. The Contracts course deals with how contracts are formed, which contracts are valid, when a contract has been breached and the various remedies for breach, including damages, specific performance, and restitution. The course is also designed to introduce the student to legal methodology and to compare the common law with the techniques of statutory interpretation, particularly in connection with the Uniform Commercial Code. The student's grade is based on a single final examination.
    Winter 2016
    Eric Posner
  • Contracts

    LAWS 30511 - 02 (3) 1L, a
    This course, offered over two sequential quarters, is an introduction to contract law, and lays the foundation for advanced study in commercial transactions, corporations, restitution, consumer credit, insurance, labor and employment law, and investment securities. The Contracts course deals with how contracts are formed, which contracts are valid, when a contract has been breached and the various remedies for breach, including damages, specific performance, and restitution. The course is also designed to introduce the student to legal methodology and to compare the common law with the techniques of statutory interpretation, particularly in connection with the Uniform Commercial Code. The student's grade is based on a single final examination.
    Spring 2016
    Eric Posner
  • Copyright

    LAWS 45801 - 01 (3) x
    This course explores the major areas of copyright law, with special emphasis on how law has responded to new technologies and political pressures. Topics include copyright duration, subject matter, and ownership; the rights and limitations of copyright holders, including the fair use doctrine; remedies for copyright infringement; and federal preemption of state law. The student's grade is based on a final examination.
    Autumn 2015
    Saul Levmore
  • Corporate and Entrepreneurial Finance

    LAWS 42603 - 01 (3) +, x
    This course uses the case method to study the practical aspects of important topics in corporate and entrepreneurial finance. We will apply the concepts and techniques of corporate finance to actual situations. The course is roughly divided into three sections: (1) financing decisions; (2) investment decisions; (3) entrepreneurial finance; and (4) private equity finance. In addition to analyzing the specific financing problems or issues, we will consider how those issues relate to the strategic objectives of the firm. It will be important to examine the "big picture" assumptions that are used in the numerical calculations. This course also places a strong emphasis on presentation and discussion skills. It will be important to explain your positions or arguments to each other and to try to argue for the implementation of your recommendations. COURSE PROCEDURES For each class meeting, I will assign study questions concerning one or two case studies. For most of the class period, we will consider the questions and the material in the cases. This includes the first meeting. You are allowed and encouraged, but not required to meet in groups outside of class to discuss and analyze the cases. Each group will submit a two-page memorandum of analysis and recommendations at the beginning of each case discussion. If you are working in a group, I will accept one memorandum from the group and count it for all students in the group. If you choose to do this, the group can include up to 3 students. Each memorandum should be typed and double-spaced. Write these as if you were writing a recommendation to the CEO or major decision maker in the case. The two page limit is for text only. You may attach as many numerical calculations as you wish. Memoranda will not be accepted after the class has met. A memorandum will be given credit if it is handed in and no credit if it is not. Initially, therefore, I will not grade them. However, I will use the memoranda to determine final grades for those students who are on the border of two grades. You should prepare a memorandum for UST, the first class. The readings and articles that I have assigned and will hand out are largely non-technical in nature and summarize the findings of academic research in corporate finance in the recent past. These articles are meant to be background material that will help you analyze the cases. They should not necessarily be cited in the case discussion. You should argue as if you were in a corporate boardroom rather than in a doctoral seminar. The process of arriving at the answer is as important as getting the answer. Because of the nature of this course (and its grading criteria), it is extremely important that you attend every class, arrive on time and be prepared to participate. To help me out, you should bring your name cards to each class. I may not remember who said what without those cards. In the past, students have asked me to hand out my case analysis after the class has discussed the case. I will not do this, because there are usually no absolute right answers. The best cases are deliberately written to be ambiguous. While there are no right answers, there are good arguments and bad arguments. This course is designed to help you learn to distinguish between sensible and senseless arguments. Handing out my analyses would reduce the ambiguity in the cases and partially defeat the purpose of doing cases. If you are uncomfortable with ambiguity, this class may not be for you. GRADING Grading will be based on class participation, the short memoranda and a final examination. Class participation will count for 40% of the final grade. I will judge your performance based both on the quality and the quantity of your comments. Because so much of the learning in this course occurs in the classroom, it is very important that you attend every class. The memoranda will count for 10% of the final grade. The final examination will cou
    Spring 2016
    Steven Kaplan
  • Corporate Criminal Prosecutions and Investigations

    LAWS 66702 - 01 (3) l, m, w, x
    The criminal investigation and prosecution of large-scale corporate fraud and corruption are among the hottest areas of focus for prosecutors and the criminal defense bar. This seminar is designed for students interested in learning about the various aspects of uncovering, investigating, defending, prosecuting, and resolving corporate criminal matters, including those arising under the Foreign Corrupt Practices Act. The seminar will address legal and practical issues and concerns from the perspective of the prosecutor, the defense attorney, and in-house counsel. Among other topics, students will learn about: (i) foundational principles of corporate criminal liability; (ii) the whistleblower frameworks under the Dodd-Frank Act and Sarbanes-Oxley Act; (iii) conducting internal investigations as well as government investigative techniques and tools; (iv) strategic considerations for the prosecutor and defense lawyer in white collar criminal investigations; (v) prosecutorial and SEC charging policies, including creating incentives to encourage voluntary disclosure and cooperation; (vi) pre-trial diversion, including deferred and non-prosecution agreements; (vii) compliance monitors and the monitorship process; (viii) the Foreign Corrupt Practices Act; and (ix) proposals for corporate criminal reform. The seminar will introduce students to this multi-faceted area of the law, and expose students to real-world considerations involved in advising corporate clients and their officers, directors, and employees. This is a three-credit class. The student’s grade will be based on a major paper (20-25 pages) and class participation. Papers are eligible to satisfy the writing project (WP) requirement and will be due four weeks after final exams for the Winter quarter.
    Winter 2016
    Andrew Boutros
  • Corporate Finance

    LAWS 42501 - 01 (3) x
    This course provides an overview of the application to law of the basic principles of corporate finance and financial economics. Topics include the concept of discounting and present value, portfolio theory and diversification, the theory of efficient capital markets and its applications in securities litigation, corporate capital structure and bond covenants, and the analysis of options and other derivative instruments. The principles and concepts of corporate finance are essential to understanding modern corporate transactions. Increasingly, lawyers must understand these principles in order to structure transactions in ways that achieve particular business objectives. The concepts in this class are also of great value to lawyers outside the corporate area: financial principles can be fruitfully applied to a wide variety of legal questions, ranging from estate planning to the calculation of tort awards. This class assumes no background in finance, and is aimed primarily at students with little or no prior exposure to the field (rather than those with an MBA or with an undergraduate finance major). It does not use any mathematics beyond basic arithmetic and some simple algebra.
    Autumn 2015
    Dhammika Dharmapala
  • Corporate Governance

    LAWS 75001 - 01 (2 to 3) +, l, m, w, x
    Through the production of goods and services, innovation, employment and occasional misbehavior, publicly-held corporations in the U.S. exert an enormous impact on the lives of individuals and the economy in general. How (and how well) corporations are governed greatly influences what that impact will be. Since the early 1990s, there has been a significant increase in the attention given to corporate governance by investors, lawyers, academicians, politicians and the press. This seminar will provide students with a deep understanding of applicable legal, regulatory and market influences on corporate governance, an appreciation for the historical development of the current system of governance and insights into current “hot” issues and the continuing evolution of governance. We will discuss critical issues such as for whose benefit is a corporation to be governed and what is the proper balance of decision-making authority between owners and managers. There will be a heavy emphasis on the role of counsel to the enterprise as a whole and on the practical aspects of advising officers and directors, including the coordination of multi-disciplinary teams. Corporations and securities law courses provide highly desirable background, but are not prerequisites. Grades will be based upon: a final take-home exam (2 credits), or a final take-home exam plus a 10-12 page research paper (3 credits), or a full-length paper (3 credits). In all instances, class participation will also be taken into account. Enrollment will be limited to 25 students; MBA students from Booth will be welcome.
    Autumn 2015
    Thomas Cole
  • Corporate Governance in China

    LAWS 80804 - 01 (3) l, m, w, x
    Good corporate governance is essential to building an effective and stable capital market. China, which leads the world in economic growth, still lags in corporate governance and its capital markets remain underdeveloped as a result. Despite a plethora of new laws and regulations, compliance remains problematic and transparency inadequate – and board and management practices still vary widely across state-owned enterprises, publicly-listed companies, and privately-held firms. Furthermore, appreciation for ethical behavior, which is regarded as the bedrock of good governance and central to reform, is proving difficult to institutionalize. Given the growing volume of Chinese investment activity, the potential impact of a corporate collapse, and the risk of contagion spreading between Chinese and Western capital markets, corporate governance in Chinese companies is becoming an important concern not only for China but for investors and regulators worldwide. This seminar will review the current state of corporate governance in China, compare Chinese practice to Western practice, examine recent high-profile failures, and highlight reform efforts. The seminar will be highly interactive and include extensive discussion of case studies. During the class, students will also learn-by-doing when they role-play a major governance crisis scenario, expressing the attitudes and behaviors of corporate executives, board directors, and regulators. Grading will be determined by class participation and performance across three short papers. The first paper will involve a comparison of Chinese and Western corporate governance methods; the second will focus on a recent case and provide analysis and commentary; and the third will require generation of a detailed, hypothetical governance crisis scenario, which will compete for inclusion in a monograph of future scenarios to be published later in the year.
    Winter 2016
    Tom Manning
  • Corporate Governance in Emerging Markets

    LAWS 75006 - 01 (3) +, m, r, w, x
    This seminar provides an overview of recent developments and scholarship relating to corporate governance, primarily from a “law and finance” perspective. It particularly emphasizes the context of developing and transitional economies and other jurisdictions without a long tradition of strong corporate and securities law and enforcement. Topics to be covered include: 1) The emerging markets context, the distinctive legal and governance issues raised by firms with controlling shareholders, and the legal and institutional preconditions for stock market development 2) Legal and economic aspects of tunneling and other forms of self-dealing among firms with controlling shareholders 3) The debate on the impact of historical legal origins on stock market development 4) The evidence on the impact of corporate and securities law reforms on firm value and stock market development, introduced through country-level studies of major recent reforms in Korea, India and Russia 5) The distinctive context of corporate governance in China, including issues raised by the role of governmental entities as controlling shareholders 6) Regulatory dualism, as exemplified by Brazil’s Novo Mercado, and the regulation of hostile takeovers in emerging markets 7) The causes and implications of the phenomenon of international cross-listing 8) The role of public and private enforcement of securities law in stock market development While some background in areas such as corporate and securities law would be helpful, there is no formal prerequisite for the seminar. Some readings from the “law and finance” literature will be interdisciplinary in approach, and some undertake statistical analysis. However, no background in finance or statistics will be assumed. Rather, the emphasis will be on understanding the implications of the readings for law and policy.
    Winter 2016
    Dhammika Dharmapala
  • Counterintelligence and Covert Action - Legal and Policy Issues

    LAWS 70706 - 01 (3) l, m, w, x
    This seminar will focus on the constitutional and legal framework for counterintelligence and other instruments of national power that seek to neutralize and/or exploit our adversaries' intelligence activities against US national security interests. Such adversaries may include foreign intelligence services, terrorists, foreign criminal enterprises, cyber intruders, or some combination thereof. The seminar will consider both legal and policy issues raised in efforts to prevent adversarial espionage action -- overt, covert, or clandestine -- targeting US military, diplomatic, and economic interests at home and abroad. The seminar will also explore the role and overlap of covert action, roughly defined as action intended to influence events in another nation or territory without revealing the involvement of the sponsor. Although the primary focus of the seminar will be separation of powers issues and the role of executive power in counterintelligence and covert action, care will be taken to consider less frequently discussed implications for domestic and international economies and markets, as well as the extent to which economic and market considerations motivate policy making or legal decisions. The seminar will include short case studies from the Cold War and post-Cold War eras in the US, Latin America, the Middle East, and the former USSR. The seminar is designed to minimize overlap with the material covered in The Law of Counterterrorism (LAWS 70704) and National Security Issues (LAWS 70703) by primarily focusing attention on state actors rather than nonstate actors. Grades will be based upon a final paper, occasional short response papers, and reasonable class participation.
    Spring 2016
    Stephen Cowen