international business law research topics

Business Law Research Paper Topics

This page presents a comprehensive list of business law research paper topics , offering students studying law valuable insights and opportunities to explore the diverse landscape of this dynamic discipline. From contract law to intellectual property rights, these topics are divided into 10 categories, each encompassing various legal principles and regulations that govern business interactions. In addition to the extensive list, students will discover valuable tips on selecting the most suitable research topic and employing effective strategies to craft a well-structured business law research paper. Furthermore, for students seeking professional support in their academic journey, iResearchNet offers custom writing services, featuring a team of expert writers committed to delivering personalized solutions and top-quality work. Embark on this scholarly journey to explore the intricate intersections of legal scholarship and practical applications within the realm of business and commerce.

100 Business Law Research Paper Topics

In the realm of business law, a plethora of legal issues and topics demand exploration and analysis. As students embark on their research paper journey, the challenge lies in selecting a compelling and relevant topic that aligns with their interests and academic goals. This section presents a comprehensive list of 100 business law research paper topics, thoughtfully divided into 10 categories, to aid students in navigating the diverse landscape of business law. From corporate governance to international trade law, each category delves into specific aspects of business legalities, offering a wealth of opportunities for students to engage in legal scholarship and address real-world business challenges.

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Corporate Governance and Ethics

• The Role of Corporate Social Responsibility in Contemporary Business Practices.
• Analyzing the Impact of Corporate Governance on Business Performance.
• The Legal and Ethical Implications of Executive Compensation in Corporations.
• Shareholder Activism: Balancing Rights and Responsibilities.
• The Role of Boards of Directors in Corporate Decision-Making.
• Corporate Fraud and its Impact on Stakeholders and the Economy.
• Insider Trading: Legal, Ethical, and Regulatory Perspectives.
• The Role of Independent Directors in Ensuring Corporate Accountability.
• Evaluating the Effectiveness of Whistleblower Protection Laws in Corporations.
• The Intersection of Corporate Governance and Stakeholder Theory.

Contract Law and Commercial Transactions

• Unconscionability and Its Application in Contract Law.
• The Legal Implications of E-Signatures in International Commercial Transactions.
• Analyzing the Legal Enforceability of Clickwrap and Browsewrap Agreements.
• The Doctrine of Frustration in Contract Law: A Comparative Analysis.
• The Role of Good Faith and Fair Dealing in Contractual Relationships.
• The Legal Implications of Force Majeure Clauses in Business Contracts.
• The U.N. Convention on Contracts for the International Sale of Goods (CISG) and Its Impact on Global Trade.
• The Validity and Enforcement of Liquidated Damages in Commercial Contracts.
• A Comparative Study of Common Law and Civil Law Approaches to Contract Law.
• The Legal Implications of Breach of Contract and Remedies Available to Injured Parties.

Intellectual Property Law

• Patent Law and the Protection of Innovations in the Technological Era.
• Copyright Infringement in the Digital Age: Challenges and Solutions.
• Trademark Dilution: Balancing the Rights of Trademark Owners and Free Speech.
• The Role of Intellectual Property Rights in Promoting Innovation and Creativity.
• The Intersection of Intellectual Property Law and Biotechnology.
• Trade Secrets Protection: Legal Mechanisms and Challenges.
• The International Protection of Intellectual Property Rights: TRIPS Agreement.
• Patent Trolls and their Impact on Innovation and Competition.
• The Legal Implications of Open Source Software in Business.
• The Role of Intellectual Property Rights in Technology Transfer and International Trade.

Employment and Labor Law

• Discrimination in the Workplace: Legal Protections and Challenges.
• The Gig Economy and Its Implications on Labor Law and Worker Rights.
• Workplace Privacy: Balancing Employer Interests and Employee Rights.
• The Legal Implications of Non-Compete Agreements on Employee Mobility.
• The Intersection of Labor Law and Collective Bargaining.
• Occupational Health and Safety Regulations: Ensuring Employee Protection.
• The Legal and Ethical Implications of Employee Monitoring.
• The Gig Economy: Reimagining Employment Law in the Age of Freelancing.
• Workplace Harassment Prevention and Legal Compliance.
• The Role of Labor Unions in Shaping Labor Law and Worker Rights.

Business and Competition Law

• Antitrust Laws and Their Impact on Market Competition.
• The Role of Merger Control in Preventing Anti-Competitive Practices.
• Vertical Restraints in Business Contracts: Legal Analysis and Enforcement.
• The Intersection of Intellectual Property Law and Competition Law.
• The Legal Implications of Price Fixing and Bid Rigging.
• The Role of Competition Law in Regulating Online Platforms and Marketplaces.
• Evaluating the Effectiveness of Leniency Programs in Antitrust Enforcement.
• The Impact of Big Tech Companies on Competition and Consumer Welfare.
• The Challenges of Regulating Global Mergers and Acquisitions.
• The Role of Competition Authorities in Promoting Fair Competition and Market Efficiency.

Banking and Financial Regulation

• The Role of Central Banks in Financial Regulation and Stability.
• The Legal Implications of Cryptocurrencies and Blockchain Technology in Banking.
• Financial Derivatives: Legal Issues and Regulatory Challenges.
• The Impact of Basel III Accords on Banking Regulation and Risk Management.
• The Intersection of Financial Regulation and Fintech Innovation.
• The Legal and Ethical Implications of Insider Trading in the Financial Markets.
• Credit Rating Agencies: Their Role in Financial Regulation and Investor Confidence.
• The Challenges of Cross-Border Banking Regulation in the Globalized Economy.
• The Dodd-Frank Wall Street Reform and Consumer Protection Act: A Critical Assessment.
• The Legal Framework of Bank Resolution and Systemic Risk Management.

Taxation and Business Transactions

• Transfer Pricing in International Business Transactions: Legal and Regulatory Aspects.
• The Legal Implications of Corporate Tax Avoidance and Evasion.
• Tax Incentives for Foreign Direct Investment: Promoting Economic Growth or Unfair Competition?
• The Impact of Tax Treaties on Cross-Border Business Activities.
• Tax Compliance and Enforcement: Balancing Taxpayer Rights and Government Revenue Collection.
• The Role of Tax Havens in International Tax Planning.
• The Legal Implications of Digital Economy Taxation.
• The Challenges of Regulating E-Commerce and Cross-Border Taxation.
• The Legal and Ethical Aspects of Tax Planning and Avoidance Strategies.
• Tax Policy and Its Impact on Business Decisions and Investment Behavior.

Environmental and Energy Law

• The Legal Framework for Environmental Protection and Conservation.
• Environmental Impact Assessments: Balancing Business Interests and Ecological Preservation.
• Climate Change Mitigation and Adaptation: The Role of International Law.
• The Legal and Ethical Implications of Fracking and Hydraulic Fracturing.
• The Intersection of Environmental Law and Corporate Social Responsibility.
• Renewable Energy Regulation and Incentives: Promoting Sustainable Development.
• The Legal and Regulatory Challenges of Waste Management and Pollution Control.
• The Legal Implications of Environmental Justice and Community Rights.
• The Role of International Agreements in Addressing Transboundary Environmental Issues.
• The Impact of Energy Regulation on the Transition to Clean and Renewable Energy Sources.

International Trade and Investment Law

• The Legal Framework of International Trade and Investment Agreements.
• Investor-State Dispute Settlement (ISDS) Mechanisms: Balancing Investor Protection and State Sovereignty.
• The World Trade Organization (WTO) and Its Impact on Global Trade.
• Bilateral Investment Treaties (BITs): Assessing Their Effectiveness in Promoting Foreign Investment.
• Trade Wars and Tariffs: Analyzing the Legal and Economic Implications.
• The Intersection of Intellectual Property Rights and International Trade.
• The Legal Implications of Trade Sanctions and Their Impact on Global Commerce.
• Free Trade Agreements (FTAs) and Regional Economic Integration.
• The Legal and Ethical Aspects of Import-Export Controls and Trade Embargoes.
• The Role of Trade Remedies in Safeguarding Domestic Industries.

Cybersecurity and Data Privacy

• The Legal and Ethical Implications of Data Breaches and Cybersecurity Incidents.
• Data Protection Laws and Privacy Rights: A Comparative Analysis.
• The Intersection of Cybersecurity and Intellectual Property Protection.
• The Role of International Law in Addressing Cybercrimes and Cyber Espionage.
• The Legal Challenges of Cross-Border Data Transfers and Data Localization.
• The Regulation of Artificial Intelligence and Machine Learning Algorithms in Business.
• Cybersecurity Compliance and Risk Management in the Corporate Sector.
• The Legal Implications of Internet of Things (IoT) Devices and Data Privacy.
• The Role of Cyber Insurance in Mitigating Cybersecurity Risks.
• The Legal and Regulatory Challenges of Digital Identity and Biometric Data.

In conclusion, the comprehensive list of 100 business law research paper topics presented in this section offers a diverse array of subjects for students to explore and engage with. From corporate governance and contract law to cybersecurity and data privacy, each category represents critical aspects of business law that intersect with real-world legal challenges faced by businesses and individuals alike. By selecting a research topic from this list, students can delve into the multifaceted world of business law, contribute to legal scholarship, and gain insights into the practical implications of legal principles on commerce and society.

As students embark on their research journey, they are encouraged to consider their interests, expertise, and academic aspirations while choosing a research topic that aligns with their individual goals. Additionally, a well-defined research question and a structured approach to the research process will help students navigate the complexities of business law and produce an insightful and impactful research paper. Whether examining the legal implications of emerging technologies or analyzing the role of regulations in shaping business practices, each chosen topic presents an opportunity to contribute to the advancement of legal knowledge and influence the ever-changing landscape of business law.

For those seeking professional support in their research endeavors, iResearchNet’s custom writing services are readily available, offering expert assistance from degree-holding writers who understand the intricacies of business law and can deliver customized solutions tailored to students’ specific needs. The journey to explore the world of business law through research and academic inquiry awaits, and with iResearchNet’s support, students can confidently navigate the complexities of legal scholarship and unveil the legal intricacies that shape the dynamic world of commerce.

Business Law: Exploring the Range of Research Paper Topics

Business law, also known as commercial law or corporate law, is a multifaceted field that governs the legal aspects of business transactions, operations, and interactions. It provides the regulatory framework necessary to ensure fair competition, protect consumer rights, uphold contractual obligations, and maintain the integrity of financial systems. As students delve into the world of business law, they uncover a rich tapestry of legal principles and doctrines that underpin the intricate workings of modern commerce.

This section aims to provide students with a comprehensive understanding of the diverse range of business law research paper topics. From corporate governance and intellectual property to employment law and environmental regulations, each aspect offers unique insights and opportunities for legal scholarship. By exploring the following key themes, students can gain an appreciation for the multifaceted nature of business law and its profound impact on both the business world and society at large.

• Corporate Governance and Ethics : One of the central pillars of business law is corporate governance, which deals with the internal structure, rules, and practices that guide the management and decision-making of corporations. Topics in this area often revolve around the roles and responsibilities of boards of directors, executive compensation, shareholder activism, and the legal and ethical implications of corporate actions. Understanding how corporate governance mechanisms operate is crucial for maintaining transparency, accountability, and responsible business conduct.
• Contract Law and Commercial Transactions : Contract law is fundamental to business transactions, as it governs the legally binding agreements between parties involved in commercial dealings. Research in this domain explores various aspects, such as contract formation, interpretation, breach, and remedies. Additionally, students can delve into specific types of contracts, such as sales agreements, employment contracts, and international trade agreements. Examining how contracts are structured, enforced, and regulated allows for a deeper understanding of the legal framework that underpins business relationships.
• Intellectual Property Law : Intellectual property (IP) rights play a critical role in protecting innovations, creative works, and proprietary assets within the business realm. Research topics in this area may cover patent law, copyright law, trademark law, and trade secret protection. Understanding the legal mechanisms that safeguard intellectual property fosters innovation, promotes creativity, and ensures fair competition in the global market.
• Employment and Labor Law : The relationship between employers and employees is governed by employment and labor law, which aims to protect workers’ rights, ensure fair treatment, and regulate labor practices. Topics in this domain encompass discrimination in the workplace, labor unions, workplace privacy, and the legal implications of emerging work arrangements such as the gig economy. Researching employment law allows students to explore the evolving dynamics of the modern workforce and the legal protections that safeguard employee welfare.
• Business and Competition Law : Business law intersects with competition law to maintain fair market competition, prevent anti-competitive practices, and protect consumers. Topics in this category may include antitrust laws, merger control, trade practices, and regulations related to monopolies and market dominance. Investigating the legal mechanisms that foster competitive markets ensures a level playing field for businesses and safeguards the interests of consumers.
• Banking and Financial Regulation : The financial sector operates within a complex legal framework to ensure stability, transparency, and consumer protection. Research topics in this area may encompass banking regulations, financial derivatives, securities laws, and the role of central banks in monetary policy. Understanding the legal aspects of financial regulation is vital for maintaining financial stability and investor confidence.
• Taxation and Business Transactions : Taxation is a crucial aspect of business operations, impacting financial decisions and strategies. Research topics in this domain may include corporate taxation, international tax planning, tax incentives, and the legal implications of tax evasion and avoidance. Understanding the complexities of tax law allows businesses to navigate the regulatory landscape while contributing to government revenue collection.
• Environmental and Energy Law : Environmental and energy law focuses on regulating the impact of business activities on the environment and promoting sustainable practices. Topics in this area may cover environmental impact assessments, climate change mitigation, renewable energy regulations, and waste management policies. Exploring the legal aspects of environmental protection empowers businesses to align their operations with sustainable practices and social responsibility.
• International Trade and Investment Law : As businesses increasingly engage in global markets, international trade and investment law become crucial for understanding the legal framework that governs cross-border transactions and investments. Topics in this domain may include trade agreements, investor-state dispute settlement, and regulations pertaining to international trade and foreign direct investment. Researching international trade and investment law facilitates a broader understanding of the interconnectedness of the global economy.
• Cybersecurity and Data Privacy : In the digital era, cybersecurity and data privacy have become paramount concerns for businesses. Research topics in this area may cover data breaches, cybercrime legislation, data protection laws, and the legal implications of emerging technologies like artificial intelligence and the Internet of Things. Understanding the legal and ethical aspects of data protection helps businesses safeguard sensitive information and protect user privacy.

Business law encompasses a vast array of legal principles and regulations that govern the multifaceted world of commerce. By exploring the diverse range of business law research paper topics presented in this section, students can gain a deeper understanding of the legal challenges, complexities, and opportunities that arise within the business landscape. Whether investigating corporate governance practices, analyzing contract law implications, or exploring environmental regulations, each research topic provides a window into the intricate workings of the business world.

As students engage in their research journey, they are encouraged to critically examine the legal issues, implications, and real-world applications of their chosen business law research paper topics. By employing rigorous research methodologies and legal analysis, students can contribute to legal scholarship, influence business practices, and address contemporary challenges faced by businesses and society alike. Additionally, for those seeking expert guidance and support in their research endeavors, iResearchNet’s custom writing services offer tailored solutions from experienced writers, facilitating a seamless and successful research experience.

As the study of business law continues to evolve in response to societal and technological advancements, students embarking on this academic pursuit will find themselves at the forefront of shaping the legal landscape that underpins global commerce. By embracing the complexities of business law and leveraging the power of legal research, students can unlock new insights, foster innovative solutions, and contribute to the advancement of legal knowledge within the context of business and beyond.

How to Choose Business Law Research Paper Topics

Selecting a suitable research paper topic is a critical step in the academic journey, especially for students studying business law. The chosen topic sets the foundation for the entire research process and determines the scope and depth of the paper. As the field of business law encompasses a wide range of legal principles and industries, students may find it challenging to identify the most relevant and compelling research area. This section aims to guide students through the process of choosing business law research paper topics that align with their interests, academic goals, and the practical implications of their research.

• Identify Your Interests and Passions : The first step in selecting a research paper topic is to reflect on your personal interests and passions within the field of business law. Consider which aspects of business law intrigue you the most and which topics evoke curiosity. Whether you are fascinated by corporate governance, intellectual property, or international trade, choosing a topic that resonates with your interests will fuel your motivation and engagement throughout the research process.
• Analyze Current Legal Issues and Developments : Business law is a dynamic field, constantly evolving to address emerging legal challenges and changes in the business landscape. Stay updated with current legal issues, landmark court cases, and regulatory developments within the business world. Analyzing current events and legal debates can spark ideas for research topics that contribute to ongoing discussions and address contemporary concerns.
• Conduct Preliminary Research : Before finalizing a research paper topic, conduct preliminary research to understand the existing literature and scholarship on potential areas of interest. Reading academic articles, books, and research papers related to your preferred topics will give you insights into the gaps in knowledge and areas that warrant further investigation. This step will also help you refine your research question and define the scope of your study.
• Consider Practical Relevance : Business law research often extends beyond theoretical exploration, with practical implications that impact real businesses and individuals. Consider topics that have practical relevance and address legal issues faced by businesses, entrepreneurs, consumers, or society at large. Research papers that offer practical solutions or insights into legal challenges tend to be more impactful and resonate with a wider audience.
• Evaluate the Feasibility of the Topic : As you assess potential research topics, consider their feasibility in terms of data availability, research resources, and time constraints. Some topics may require extensive data collection or access to specific legal cases, while others may demand specialized expertise. Ensure that the chosen topic is feasible within the scope of your research capabilities and academic timeline.
• Seek Inspiration from Coursework : Reviewing your coursework and class materials in business law can be a valuable source of inspiration for research topics. Reflect on the topics covered in your lectures, seminars, and coursework assignments. You may find a particular area or legal concept that sparks your interest and inspires you to delve deeper into its legal intricacies through independent research.
• Consult with Professors and Peers : Discuss your research ideas with professors, academic advisors, and fellow students. They can provide valuable feedback, offer suggestions for potential research directions, and help you narrow down your options. Collaborating with others in the academic community can lead to unique perspectives and enhance the quality of your research paper.
• Think Beyond Traditional Topics : While traditional business law topics like contract law and corporate governance are essential, consider exploring niche areas or emerging legal issues. Topics related to technology, artificial intelligence, digital currencies, and environmental sustainability are gaining prominence in the business world and present exciting opportunities for cutting-edge research.
• Consider Cross-Disciplinary Approaches : Business law often intersects with other disciplines such as economics, sociology, ethics, and environmental studies. Consider adopting a cross-disciplinary approach to your research, which allows you to draw insights from various fields and enriches the depth of your analysis.
• Craft a Well-Defined Research Question : Once you have identified a potential research topic, transform it into a well-defined research question. A clear and specific research question will guide your investigation, focus your research efforts, and ensure that your paper remains coherent and organized. Strive to develop a research question that is both original and relevant, contributing to the existing body of knowledge in business law.

Choosing a business law research paper topic requires careful consideration of your interests, academic goals, and the practical implications of your research. By identifying areas of personal interest, analyzing current legal issues, and conducting preliminary research, you can discover business law research paper topics that excite and inspire you. As you evaluate the feasibility and practical relevance of your chosen topic, seek guidance from professors and peers to refine your research question and direction.

Selecting a compelling and well-defined research topic sets the stage for a rewarding research journey that contributes to the advancement of legal knowledge within the dynamic realm of business law. By embracing innovative approaches, exploring emerging legal challenges, and delving into cross-disciplinary perspectives, students can unveil new insights, provide practical solutions, and make a meaningful impact within the ever-evolving landscape of business law.

How to Write a Business Law Research Paper

Writing a business law research paper requires a structured and systematic approach to effectively convey your ideas, arguments, and findings. As a student delving into the complexities of business law, you must not only demonstrate a comprehensive understanding of legal principles but also showcase critical thinking, analytical skills, and the ability to communicate complex legal concepts concisely. This section provides a step-by-step guide on how to write a compelling business law research paper that engages your readers, advances legal scholarship, and reflects your expertise in the field.

• Select a Well-Defined Research Topic : Before you begin writing, ensure that you have a well-defined research topic or question that aligns with your interests and academic objectives. Your research topic should be specific, focused, and capable of addressing legal issues or gaps in knowledge within the realm of business law. A clear research question will guide your research and structure your paper, ensuring a coherent and logical flow of ideas.
• Conduct Thorough Research : Once you have a research topic, embark on a comprehensive research journey to gather relevant and credible sources. Utilize academic databases, legal journals, books, and reputable online resources to access primary and secondary materials related to your topic. Carefully evaluate and critically analyze the literature to develop a strong theoretical foundation for your research.
• Create an Outline : Organize your ideas and research findings into a well-structured outline. An outline serves as the skeleton of your research paper and helps you maintain a logical progression of arguments. Include an introduction, literature review, methodology (if applicable), main body sections, analysis of findings, and a conclusion in your outline.
• Write a Captivating Introduction : Begin your research paper with a captivating introduction that introduces your research topic, provides context, and presents your research question or thesis statement. Engage your readers with a thought-provoking opening, outlining the significance of your research and its relevance to the field of business law.
• Conduct a Thorough Literature Review : The literature review section should demonstrate your understanding of existing scholarship related to your research topic. Summarize and critically evaluate relevant studies, legal cases, and academic works. Identify gaps in the literature and highlight how your research will contribute to filling those gaps.
• Define Your Methodology (if applicable) : If your research involves empirical data collection or qualitative analysis, outline your research methodology in this section. Describe your research design, data collection methods, sample selection, and data analysis techniques. Justify your chosen methodology and explain how it aligns with your research objectives.
• Present a Comprehensive Analysis : In the main body sections of your research paper, present a comprehensive analysis of your research topic. Use clear and concise language to articulate your arguments and support them with evidence from legal cases, statutes, and scholarly sources. Address counterarguments and demonstrate your ability to critically assess different perspectives.
• Use Legal Citations and Referencing : Incorporate accurate legal citations and references throughout your research paper. Use the appropriate legal citation style, such as Bluebook, APA, MLA, or Chicago, to ensure proper attribution of sources and maintain academic integrity.
• Maintain Clarity and Conciseness : Business law research papers can be complex, but strive to maintain clarity and conciseness in your writing. Avoid jargon and use clear language to communicate legal concepts effectively. Keep paragraphs focused on specific ideas and avoid unnecessary repetition.
• Craft a Compelling Conclusion : In the conclusion, restate your research question or thesis and summarize the key findings and arguments presented in your paper. Reflect on the implications of your research and its potential impact on the field of business law. Leave readers with a lasting impression by emphasizing the significance of your work and suggesting avenues for further research.

Writing a business law research paper requires a methodical approach that includes selecting a well-defined research topic, conducting thorough research, and creating a structured outline. A compelling introduction should draw readers into your research, while a literature review showcases your understanding of existing scholarship. Whether your research involves empirical data or legal analysis, maintain clarity and conciseness throughout your paper. Use accurate legal citations and references, and craft a compelling conclusion that highlights the contributions of your research and sets the stage for future scholarly endeavors.

As you progress through the process of writing your business law research paper, remember to seek feedback from professors and peers. Embrace the challenges of legal research and writing, and view each stage as an opportunity to enhance your critical thinking, communication skills, and expertise in the field of business law. By adhering to this comprehensive guide and approaching your research paper with dedication and enthusiasm, you will produce a well-crafted, insightful, and impactful contribution to the world of business law scholarship.

iResearchNet’s Custom Research Paper Writing Services

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• Expert Degree-Holding Writers : At iResearchNet, we take pride in our team of expert writers who hold advanced degrees in business law and related fields. Our writers have a comprehensive understanding of legal principles, ensuring that your research paper is in the hands of a qualified professional who can provide valuable insights and in-depth analysis.
• Custom Written Works : We recognize the importance of originality and academic integrity in research papers. Our custom business law research papers are crafted from scratch, tailored to your specific instructions and research topic. We do not tolerate plagiarism and guarantee 100% unique and authentic papers.
• In-Depth Research : Research is at the heart of every high-quality research paper. Our writers conduct thorough and comprehensive research to gather relevant and credible sources for your business law research paper. They delve into legal databases, academic journals, and reputable resources to ensure that your paper is well-supported with evidence and references.
• Custom Formatting : Different academic institutions and journals may require specific formatting styles for research papers. Our writers are well-versed in various formatting styles, including APA, MLA, Chicago/Turabian, and Harvard. Rest assured that your research paper will be formatted according to the prescribed guidelines.
• Top Quality : Quality is our utmost priority. Our team of experienced editors meticulously review and polish each research paper to ensure that it meets high academic standards. We pay attention to the clarity of ideas, coherence of arguments, and adherence to academic conventions.
• Customized Solutions : We understand that every research paper is unique, with its own set of requirements and objectives. Our custom business law research paper writing services offer personalized solutions to cater to your specific needs and academic goals.
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• Money Back Guarantee : Your satisfaction is of paramount importance to us. In the rare event that you are not satisfied with the final paper, we offer a money-back guarantee to ensure your peace of mind.

At iResearchNet, we take pride in our commitment to excellence and the provision of custom business law research paper writing services that cater to the unique needs of students. With expert writers, in-depth research, and a dedication to quality, we ensure that your research paper reflects your academic proficiency and meets the highest standards of business law scholarship. Whether you need assistance with topic selection, research, or writing, our team is here to support you throughout the entire process. Embark on your research journey with confidence and unleash the potential of your business law research with iResearchNet’s custom writing services.

Empower Your Business Law Journey with iResearchNet

As you navigate the intricate world of business law, iResearchNet stands as your dedicated partner, ready to empower your academic journey with unparalleled support and expertise. Our comprehensive range of services is tailored to meet the unique needs of students studying business law and seeking excellence in their research papers. With a team of expert writers, in-depth research capabilities, and a commitment to quality, we are here to guide you through the challenges of academic writing and elevate your research to new heights. Embrace the opportunity to excel in your studies and achieve academic success with iResearchNet’s custom business law research paper writing services.

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60 best business law topics for research paper.

Business Law, also known as commercial law, is a set of integral laws that guide society. To write an impressive research paper on Business Law, it is vital to find a few business law paper topics that not only interest you but also offer scope for research and critical analysis.

You can then discuss the topics with your guide to shortlist the one that offers maximum scope to showcase your research capabilities and get good grades. Here is a list of some great topics for business law research paper, that you can consider. Take a look:

Advanced Business Law Research Topics

These are some advance business law topics that reflect in-depth subject knowledge and research capabilities:

• Can the Exclusion from antitrust laws be good?
• Essential details about Abercrombie and Race Discrimination.
• Various methods of treatments for Accidents in the workplace.
• Age Discrimination Act: What is it?
• How to Avoid sexual harassment lawsuits inside a company?
• How to identify Bankruptcy fraud?
• Everything about the Collective Bargaining Agreement.
• What is the Collective Bargaining Union?
• Corruption in Business Law: how to get rid of it?
• Hazards of the Construction Industry: What are the solutions provided by the Government?
• Effective methods to keep business running.
• Is Paternity leave for a father acceptable?
• Sexual Harassment Law: what does it say?
• What is the Sarbanes-Oxley Act?
• Health Insurance Portability and Accountability Act.
• How does piracy affect the profitability of a business?
• What is the Ocean Liner Contract system?
• What should be the level of confidentiality of trade secrets?

Interesting Business Law Topics for Research Paper

Here are some of the most well scoring and attention-grabbing business law topics to write about for your dissertation –

• The role of Law of Contracts in Business Transactions.
• Interpretations of The Law of Contract.
• A thorough investigation of the Contract Laws.
• The importance of Commercial Law.
• An explanation of the working of Contracts.
• How does Legislature impact the interpretation of Contracts?
• Analysis of the difficulties faced by the business due to pursuing Commercial or Regular Lease.
• Analysis of the Structure of Transactions under Business Law.
• What is the role of a Director’s Guarantee under Business Law?
• Investigating the practical use of Copyright and Trademark by business entities.
• The role played by Copyrights and Trademarks in relation to Business Transactions.
• Everything you need to know about Advertising Law.
• The consequences of Copyright Infringement.
• The effect of Business Law on Commercial Transactions and Licensing.
• The application of Termination Agreements and Contract Law in Business Transactions.

Business Contract Law Topics for Research Paper

These are a few research topics in business law that can be used as a guide to create your paper and score well:

• The importance of Contract Law for small or single entrepreneurs.
• Contract Law and why is it essential in a versatile global business environment?
• The role of Contract Law in relation to shipping and transportation across five countries in the world.
• The importance of the Mudaraba contract in context with Islamic Law.
• Islamic Law and limitations in the implementation of Contract Law.
• A thorough investigation of the Tort Liability Law in the United Kingdom.
• The analysis and comparison of the Contract Law for Small, Medium, and Large enterprises in the United Kingdom.
• What is the significance of online privacy policies on the Contract Law?
• The role of the state in implementation of the Contract Law
• What is the difference between the UK and the EU after the implementation of the Brexit Contract Law?
• Everything you need to know about code, law, and their interpretations in the digital world.
• A discussion of the Penalty under Contract Law in context with the English Law.
• The difference between verbal commitments, non-contractual relations, and Contract Law: What problems are faced during their enforcement?
• An investigation of the impact of Labour Laws within the country.
• Emerging Economies: Analyzing the enforcement of Contract Law

International Business Law Topics for Research Paper

If you want to work in the arena of business law these topics are sure to be a big help with research paper:

• The right of the company to choose its nationality
• International arbitration – best policies to choose
• Is it still possible to buy the services of judges in first world countries?
• The Understanding impact of the litigation processes on small and medium business entities operating in international arenas
• The Doctrine of Separate Legal personality and its significance in International business
• Is there a way to avoid litigation procedures in foreign lands?
• What are the cases in international business when the data security and confidentiality policies are not applied?
• Solutions for stopping former employees from joining rival companies.
• Implementation of employee non-disclosure agreement across national boundaries
• Is it legal to say no to paternity leaves for fathers when working with foreign employees?
• Drawing up international extractive contracts for oil and mining companies
• Can domestic laws be incorporated in international business agreements – the consequences.

For most law students curriculums are extensive and topic research can be a time consuming task with other college activities. If you are worried about finding some good business law paper topics to work on or need professional help to write an effective research paper, we have the answers. Get in touch with us for effective research paper topics for business law class and we will be happy to assist with your assignment.

International Business Law Research Group

The International Business Law Research Group (IBL) provides a platform for a broad range of research engaging with multiple national and international aspects of business law.

The work undertaken by members of the IBL Research Group is multifaceted and takes various approaches to the study of law, including comparative, doctrinal, critical, historical, theoretical, and interdisciplinary perspectives on various UK and international issues of business law.

The members’ current areas of expertise and research include artificial intelligence and emerging technologies; competition law; consumer rights and protection; financial services regulation; insolvency law; international arbitration; Islamic law and finance; labour law; and trade law.

The work from the IBL Research Group supports the delivery of the  LLM International Business Law  and informs the School of Law’s Research Excellence Framework (REF) submission in providing key publications. The work from the IBL Research Group has been cited by key stakeholders, including the European Commission.

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The Rise of International Corporate Law

European Corporate Governance Institute - Law Working Paper, 555/2020

57 Pages Posted: 17 Nov 2020 Last revised: 8 Apr 2024

Mariana Pargendler

European Corporate Governance Institute; Harvard University - Harvard Law School

Date Written: March 23, 2021

Comparative corporate governance has focused either on prevailing differences across legal systems, or on spontaneous legal transplants of foreign institutions in response to global competition. This essay argues that corporate law today is not only a product of the invisible hand of the market, but also of the soft (and not-so-soft) hands of international organizations and standard setters. By tracing the emergence of international corporate law (ICL) since the Asian crisis of the late 1990s, it shows how the IMF, the OECD, the World Bank, and the United Nations, among several other international players, have helped shape legal reforms and corporate governance developments around the world. The observed influence of ICL ranges from the impulse for independent directors and the control of related-party transactions, to the growth of ESG investment factors and human rights policies. The rise of ICL responds to interjurisdictional externalities and nationalist bias of domestic regimes that have been largely neglected by prevailing theories, which failed to predict and notice the strong push for international coordination and standard setting in the field. ICL has also gone beyond merely prescribing an Anglo-Saxon model of corporate governance to also promote legal innovations that place the United States in the receiving end of international pressure. Legal implants from ICL, rather than legal transplants from a foreign jurisdiction, are an increasingly relevant force behind corporate governance change. While ICL has been influential, its efficacy and normative vision face challenges. The time has come to move beyond an exclusively comparative focus to also scrutinize the potential and limits of corporate lawmaking at the international level.

Keywords: international corporate law, international corporate governance, comparative corporate governance, legal implants

JEL Classification: K22, K33, O16

Suggested Citation: Suggested Citation

Mariana Pargendler (Contact Author)

European corporate governance institute ( email ).

c/o the Royal Academies of Belgium Rue Ducale 1 Hertogsstraat 1000 Brussels Belgium

Harvard University - Harvard Law School ( email )

1563 Massachusetts Avenue Cambridge, MA 02138 United States

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The Dennis J. Block Center for the Study of International Business Law

Shaping business law and policy for a global future.

About the Center

The Block Center has since become an important resource for the international business law community and future lawyers who practice in a world where globalization is a given. The Center offers the legal community a variety of well-regarded interdisciplinary programs that address the changing nature of the international business world.

This broad scope of programs has covered such topics as corporate social responsibility, international trade, bankruptcy and insolvency, intellectual property, conflict of laws, antitrust, and social policy. The symposia are frequently co-sponsored by the Brooklyn Journal of International Law or the Brooklyn Journal of Corporate, Financial & Commercial Law .

2024 Roundtable in International Business Law

The Dennis J. Block Center for the Study of International Business Law (Block Center) sponsors a Scholars’ Roundtable at Brooklyn Law School. Scholars writing in a diverse range of fields related to international business, economic, and financial law are invited to submit proposals to present works in progress for an intense day of discussion with other scholars in the field. Participants will be expected to read all papers in advance of the Roundtable and offer commentary on each of the presentations. This year, we are planning on holding the event in person. If held in person, scholars selected for the Roundtable who come from outside the New York City area will receive a $500 stipend from Brooklyn Law School.

The center is led by Co-directors Professors of Law  Robin Effron , Stratos Pahis , and Irene Ten Cate . The center’s Steering Committee comprises faculty who have a special expertise and interest in the field of international business law.

International Business Law Fellowship

For students interested in pursuing a career in international business law, the International Business Law Fellowship Program offers an outstanding educational experience.

IBL Fellows

Fellows enroll at Brooklyn Law School from all over the United States and around the world. The diverse backgrounds of these students adds richness to the study of international law.

The Brooklyn Journal of International Law

The Brooklyn Journal of International Law is one of the leading international law journals in America. The Journal publishes the work of preeminent scholars, judges, and practitioners in the diverse field of international law.

The Center spearheads an exciting calendar of events throughout the academic year that spotlights current and emerging issues in international business law and policy. The schedule includes symposia and lectures, breakfast roundtables, international economic law forums, brown bag luncheons, and student-organized programs.

Publications

The Block Center co-sponsors a conference with the student-edited Brooklyn Journal of International Law each year, and with other journals from time to time. These conferences have produced an impressive body of work. We invite you to read these papers below.

Our Global Alumni

Brooklyn Law School’s International Business Law Program prepares its fellows for a range of successful careers around the world. IBL Fellows are highly regarded and sought after by employers from banks and securities firms to law firms and courts.

Past Events

On November 8 and 9, 2019, the Center hosted the American Society of International Law Midyear Meeting. The meeting encompassed several events, including leadership meetings of the Society's Executive Council and the Board of Editors of the American Journal of International Law ; the Research Forum, which features cutting-edge international law scholarship by more than 70 authors; and programming for practitioners.

Colloquium on International Economic Law

The Brooklyn Colloquium on International Economic Law is presented by the Dennis J. Block Center for the Study of International Business Law, and convened by Professors Robin Effron, Stratos Pahis, and Irene Ten Cate. Colloquium sessions are open to the public, and members of the NYC International Law community are encouraged to attend.

Please note that you can no longer apply to the Master’s Programme in International Business Law. The programme will not admit any new students in the future.

Topics as digitalization, globalization and financial markets are pivotal themes in international business law research. Also multidisciplinary aspects are important and legal research work is connected to, e.g., economics, technology and politics.

Focus areas of the Faculty of Law research:

• Law across boundaries and globalising law
• National legal system and its Nordic characteristics and European connections
• Law, digitalisation and technology
• Law and sustainability
• Law, security, welfare and privacy
• Legal basis and regulation of markets and business

On this page, you can familiarize yourself with some of our top research projects. 

Professor Ville Pönkä’s international research project concerns cooperative law in the modern business environment. The purpose of the project is to analyse the ownership and control structures of cooperatives by comparing them to corporate structures. The research centers upon the question of whether cooperative governance promotes efficiency and the ideal of democratic member control – and moreover, are efficiency and democratic member control compatible objectives.

The research is conducted in Finland (University of Helsinki) and in the United States, and in autumn 2018 Professor Pönkä conducted research on the topic at the Fordham University School of Law. 

Professor of Civil- and Commercial Law, Ellen Eftestøl has a strong interest in international commercial transactions and sustainable development. She is the founder and leader of the  InterTran Research Group , an interdisciplinary research group for sustainable law and business. The group’s central idea is to contribute to sustainable development while maintaining a strong focus on a sustainable circular economy. Particular attention is paid to the role of transport in sustainable development, but also other aspects of sustainable business are of interest. 

Professor Eftestøl is interested in interdisciplinary research and is a deputy member of the Steering group for Helsinki Institute of Sustainability Science, HELSUS . Eftestøl holds a Swedish-speaking chair. She takes particular interest in Nordic legal collaboration and is the founder and leader of  Forum för civil- och handelsrätt , a platform for discussion on civil- and commercial law in Swedish. She is furthermore adjunct Professor at the Scandinavian Institute of Maritime Law, University of Oslo, where she also is a deputy member of the board.

International Business Law

Editors (4).

Mike Tallim

Carla Potter

Alison R. Manzer

Thomas F. Morante

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Month-in-brief (jun 2024), council of the european union officially adopts artificial intelligence act.

By Sana Hamidi

On May 21, 2024, the Council of the European Union approved the Artificial Intelligence (AI) Act as the world’s first comprehensive regulatory framework for the development, bringing to market, putting to service, and use of artificial intelligence systems. The new legislation seeks to promote the creation and adoption of secure and trustworthy AI systems throughout the European Union single market, targeting both private and public sectors. Consequently, it aims to protect the fundamental rights of EU citizens while promoting investment and innovation in artificial intelligence within Europe. The AI Act is applicable to domains under the EU jurisdiction and includes exemptions for systems used exclusively for military, defense, and research purposes.

For the enforcement of the AI Act, several agencies will be set up, such as an AI Office within the European Commission to enforce the common rules across the EU, a scientific panel of independent experts to support the enforcement activities, an AI Board with member states’ representatives to advise and assist the Commission and member states on consistent and effective application of the AI Act, and an advisory forum for stakeholders to provide technical expertise to the AI Board and the Commission.

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Business Law Dissertation Topics

Published by Owen Ingram at January 3rd, 2023 , Revised On July 18, 2024

International business operations have steadily expanded the boundaries of business law over the years.

In general, business law regulates the legal rights, conducts, and relationships of individuals with businesses engaged in trade, commerce, or other commercial activities. The subject covers a broad range of ideas that fall under the business law scope, making it one of the most critical areas of law.

Ensuring businesses are run lawfully and fairly protects customers from illegal business practices and enables businesses to resolve disputes and understand their rights and responsibilities. The framework also provides a stable operating environment for businesses.

Students expected to write a dissertation in business law must choose an appropriate business law dissertation topic before they can get started with the dissertation.

Check our  free example dissertations and free business and business management dissertation examples to get an idea of how to structure your dissertation .

Types of Business Law

Such laws govern contracts and employee rights to taxes and intellectual property. Some common types of business law are the following:

Contract law is used when a company or individual enters into an agreement with another company or individual. In these agreements, each party’s responsibilities are outlined and how disputes will be handled.

Employee Rights

Employee rights include how employers should treat employees and what workers can expect from their employers, such as the hours worked per day/week/month.

Academic Resource: Employment Law Topics

It varies depending on which business entity you are and covers topics such as calculating gross income and deducting expenses.

Academic Resource: Taxation Dissertation Topics .

Intellectual property

This includes any creative work, artwork, literature, music, or trademarked product. The legal ownership of this type of work ensures that no one can claim authority over it.

Academic Resource: Intellectual property dissertation Topics .

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List Of Business Law Dissertation Topics

Finding the best business law topic is essential to producing the best business law dissertation as a law student. To help you, we’ve listed some business law topics below:

Topic:1 Employment law

Research Aim: Studying the relationship between workers and employees along with the laws and rules that imply to businesses.

Topic:2 Labour law

Research Aim: Dive deep into the factories act, 1934 covering all the employee laws applicable in the country up to 18 years.

Topic:3 Immigration law

Research Aim: Take an in-depth look at the immigration law that covers the study of immigration of citizens to other countries to understand their culture, practices, locations, and rules.

Topic:4 Consumer good sales law

Research Aim: Covering the total retail sales of consumer goods with deep insight into the physical commodity and different income ongoing and outgoing for production in companies.

Topic:5 Content Drafting

Research Aim: As the name says, content drafting is the study of drafting all the laws and regulations of several legal matters.

Topic:6 Antitrust

Research Aim: Antitrust lawyers is a famously known topic written about economic and legal matters of the country that revolves around federal laws applied to businesses.

Topic:7 Intellectual property laws

Research Aim: Intellectual property laws are the field of study where students study the intellectual properties designed to assist businesses, individuals, and organizations. The topic of taxes covers all the local, regional and national taxes that promote overall social security and Medicare.

Topic:8 Bankruptcies

Research Aim: In the bankruptcy subject, we study the typical reasons, effects, and results of bankruptcies on employees and organizations in the long run.

Topic:9 Bank Formation

Research Aim: This topic discusses the factors that influence business formation and the entire process from starting a business to becoming successful.

Topic:10 Lawsuits

Research Aim: Lawsuit is an attorney-related subject in which individuals study the importance of attorneys to reduce the damage and losses in your business with the help of day-to-day negotiations to make a business effective.

Topic:11 Public Law

Research Aim: Studying the relationships between businesses and legal organizations to run peacefully in the country.

Topic:12 Execution of business laws

Research Aim: Understanding the nature of businesses with different work sectors

Topic:13 Classification of business laws

Research Aim: Classifying business laws based on their sources, approaches, and purpose of implying.

Topic:14 Business law morality

Research Aim: Studying the moral values of businesses for the betterment of society.

Topic:15 Business law consultation

Research Aim: The subject of business law consultation is where students create relevancy with different legal laws to authorise  the legislation process.

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I/O Example Search

Select a top business law dissertation topic from the list above to start your research as a business law student.

The topics covered by a business law degree can range from taxation and contracts to intellectual property and international trade. Internships and externships will provide students with practical experience, research skills, and research methods related to the legal process. Furthermore, a business law degree can lead to a successful career as a lawyer, corporate counsel, or government lawyer.

Students who want to study business law are needed to fit this criterion.

• Candidates who choose the five-year integrated BBA-LLB program must have graduated from a recognised high school and passed the university’s entrance exam.
• If a student at the PG level applies for a business law course, they must have either finished the five-year integrated course or earned a three-year LLB degree.

Business law encompasses all legal issues necessary to operate a business, such as copyright laws, workplace safety rules, contract laws, financial laws, intellectual property laws, and tax laws. As a business lawyer, you can establish, run, close, and sell a business to third parties in compliance with all legal requirements.

As businesses on a global scale change rapidly, they seek employees with creative skills to advance their organisations. A background in management and law can make you a problem solver, an analytical thinker, and an innovative manager capable of providing organisations with the edge over their rivals and staying relevant in a constantly changing market.

If you need help with the complete dissertation writing process, you may want to additionally read about our  proposal writing service  and the full  dissertation writing service .

Frequently Asked Questions

How to find business law dissertation topics.

To find business law dissertation topics:

• Explore recent legal developments.
• Analyze industry challenges.
• Research emerging business models.
• Consider regulatory gaps.
• Examine global perspectives.
• Select a topic aligning with your expertise and career objectives.

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Check out our 25 out-of-the-box quantity surveyors’ dissertation topics to help you ace your quantity surveying dissertation project.

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Spring 2023 • Course

International Business Law

Prerequisites: None

Exam Type: One Day Take-Home

This course aims to provide students with a broad overview of the problems that confront businesses as they go global and how different forms of law work to address such problems. Through a series of examples, the class will explore the legal and policy implications that arise out of cross-border transactions. How do businesses navigate markets that operate very differently than their own home market? We explore how treaties, national laws, and informal norms shape and constrain business decisions. Among the topics to be explored are how businesses deal with issues such as corporate social responsibility, intellectual property protection, corruption, privacy, and enforcement of arbitration awards. The Spring 2023 class will focus, in particular, on transactions with Asia, but will draw on examples from other regions as well.

Note: Students who took Law & the International Economy in their 1L year are not eligible to take this course.

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• Degrees and Programs

LLM in International Business Regulation, Litigation and Arbitration

Focus on settling transnational disputes in a global capital of business and commerce as a part of the nation's leading international law program.

Watch: Minna Mumma LLM ‘22 on the International Business Regulation, Litigation and Arbitration specialization

Outstanding international law and business law professors are joined by faculty who teach securities regulation, banking and financial services, transnational litigation, international commercial and foreign investment arbitration, comparative and international antitrust regulation, international bankruptcy, trade law, civil procedure, and business-related subjects. Their collective expertise is integrated with the diverse social and economic issues that policymakers consider. You also can take classes with  NYU Stern School of Business professors and leading practitioners in New York City's law firms and corporations.

Core professors in this specialization:

Two-part core.

In the two-part core curriculum, you'll find the scope you need to combine regulatory and business law courses with international litigation and arbitration courses, or to focus more in one area. You also will choose from a selection of related courses and be able to take additional classes from across the entire Law School curriculum or law-related classes at NYU Stern.

View Degree Requirements

Workshop Your Thesis

You will take International Business Transactions in the fall and spring , and produce an original piece of scholarship by the end of the year. As you develop your research in stages, you'll complete a short paper by the end of the fall, and choose a thesis topic and outline it by the start of the spring. Then, you'll write your thesis throughout the spring, developing your ideas in response to feedback you receive from other students in a supportive workshop format.

Professional Connections

In this specialization, you'll meet informally with practitioners in the field, some of whom are invited by the Law School's Center for Transnational Litigation, Arbitration, and Commercial Law  for short-term stays in our community as  Scholars-in-Residence . These scholars participate in class sessions and events, and act as commentators on students' presentations in the second semester of the International Business Transactions course. Students, academics and practitioners also convene in the Arbitration Forum to discuss current topics.

Advanced Certificate in Law and Business

The  Advanced Certificate in Law and Business  from NYU's Stern School of Business gives you tools to understand the finance and accounting underlying transactions. You can complete it with your LLM degree.

Intellectual Life

A number of our centers and institutes convene conferences and events with real-world practitioners and policymakers that focus on cross-border issues that arise in a transnational business setting. You also can join student groups and journals that take an interdisciplinary perspective to these issues.

Centers and Institutes

Center for Transnational Litigation, Arbitration, and Commercial Law Center for Financial Institutions Guarini Center on Environmental, Energy and Land Use Law Institute for International Law and Justice Pollack Center for Law and Business Program on Corporate Compliance and Enforcement

Student Groups

International Arbitration Association International Law Society Law and Business Association

Journal of International Law & Politics Journal of Law & Business European International Arbitration Review Transnational Notes (blog)

Career Resources

Get ready for your next career move as you prepare to join NYU Law's network of 40,000+ alumni:

• The  Office of Career Services  supports your private sector job search.
• The  Public Interest Law Center  assists with your future public service career.
• Apply for  post-graduate fellowships for LLMs  in human rights or international finance and development.
• Explore the fully-funded  JSD program , research fellowships at some of our  centers and institutes , and the Law School's  academic career fellowships .
• Learn more about bar exams and admission to practice in the US.

Meet the 2024-25 Faculty Director

Franco Ferrari Clarence D. Ashley Professor of Law

Professor Ferrari has published more than 320 law review articles, book chapters, and encyclopedia entries in various languages and 35 books in the areas of international commercial law, conflict of laws, comparative law, and international commercial arbitration. Read more about Professor Ferrari

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Your Path to Excellence in Commercial Law Research Topics Starts from Here!

Commercial law research topics encompass a wide range of legal issues related to business transactions, trade, commerce, and the regulation of commercial activities. These topics along with the other business law dissertation topics explore various aspects of business law which becomes difficult for students to handle. Whether you’re a student aiming to conquer your thesis or a professional delving into complex legal analysis, we’re here to empower you with the tools and guidance you need.

Roadblocks That Stop the Way of Students from Creating Outstanding Commercial Law Thesis Topics

Here is a list of challenges that students might face when working on Commercial Law topics during their academic years:

• Maintaining originality in commercial law research topics and avoiding unintentional plagiarism can be a concern. Students need to learn proper citation techniques and ensure their work is ethically sound.
• Analysing case law, statutes especially on international commercial law research topics, and regulations require critical thinking and the ability to apply legal principles to real-world scenarios accurately.
• Bringing together different sources of information and integrating them into a coherent argument can be tricky, especially when dealing with complex legal theories.
• Crafting clear and focused research questions that address gaps or issues in the field can be difficult. Ambiguous or overly broad questions can hinder the research process.
• Expressing legal concepts clearly and concisely in writing can be difficult, especially for students who are not native speakers of the language in which they’re writing.

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List of Free Commercial Law Research Topics for 2023

After deep research, our professional research writers have created a list of interesting topics in commercial law with aims and objectives that will surely impress your professor.

The impact of blockchain technology on commercial transactions: Opportunities and challenges

The aim of this study is to explore how blockchain technology affects commercial transactions and determine its benefits and drawbacks.

Objectives:

• Assess blockchain technology’s potential to streamline commercial transactions.
• Assessing blockchain technology’s limitations in various businesses.
• To examine how smart contracts automate and secure blockchain commercial transactions.
• To determine blockchain’s legal and regulatory effects on commercial transactions.

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Regulating artificial intelligence in commercial contracts: Legal considerations and implications

To explore how block chain technology affects commercial transactions and determine its benefits and drawbacks.

• To assess blockchain technology’s potential to streamline commercial transactions.
• To examine blockchain technology’s limitations in various businesses.
• To determine block chain’s legal and regulatory effects on commercial transactions.

Cross-border e-commerce and the need for harmonized international regulations.

The aim of this study is to examine need for harmonized international regulations in the context of cross-border e-commerce.

• Evaluate cross-border e-commerce regulations and identify issues.
• Examine how different national legislation affect cross-border e-commerce and consumer protection.
• Examine the pros and cons of harmonising international e-commerce legislation.
• To identify critical components and best practises for harmonising cross-border e-commerce regulation.

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Intellectual property protection in the digital era: Balancing innovation and competition.

This aim of this research is to examine digital IP protection and the need to balance innovation and competition.

• To evaluate how digital technologies affect IP infringement and enforcement.
• To assess digital IP protection issues and potential in the future
• To examine how IP laws and policies promote innovation and fair competition.

The legal implications of data privacy and security in commercial transactions

The aim of this research is to study the legal implications of data privacy and security in commercial transactions.

• To evaluate business data privacy and security laws.
• To assess the dangers and problems of collecting, using, and storing personal data in business transactions.
• To examine how data breaches and unauthorised access affect business and customer trust.
• To determine business data privacy and security laws and best practises.

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Exploring the legal framework for cryptocurrency and digital assets in commercial transactions

The aim of this research is to examine the commercial cryptocurrency and digital asset laws.

• To assess cryptocurrencies and digital asset regulation in different jurisdictions.
• To assess the legal implications of commercial cryptocurrency and digital asset use.
• To examine how blockchain and smart contracts affect cryptocurrency transaction law.
• To identify legal implications for transparency, security, and consumer protection in cryptocurrency-based business transactions.

Regulatory challenges of online platforms and their impact on traditional business models.

Aim: The aim of this research is to explore how online platforms’ regulatory issues affect traditional business strategies.

• To evaluate online platform regulations and their effects on traditional company models.
• To examine online platforms’ commercial transaction dominance’s competition and antitrust issues.
• To examine platform-to-business regulation and consumer protection concerns and potential.
• To propose online platform methods for balancing innovation, competition, and regulatory compliance.

Corporate governance and shareholder rights in the age of corporate social responsibility.

The aim of this research is to explore the implications of corporate social responsibility on corporate governance and shareholder rights.

• Determine how corporate social responsibility affects corporate governance.
• To assess shareholder rights and interests in corporate social responsibility programmes.
• To examine the pros and cons of incorporating ESG issues into corporate decision-making.
• To establish legal frameworks and best practises for responsible corporate governance and shareholder rights in corporate social responsibility.

Contractual implications of emerging technologies, such as 3D printing and autonomous vehicles

The aim of this research is to study the implications of emerging technologies

• To examine how evolving technologies affect commercial contract formulation and performance.
• To examine the problems and hazards of incorporating developing technologies into commercial agreements.
• To examine how standardisation and adaption affect new technology contractual considerations.
• To design commercial transaction liability and risk allocation frameworks for emerging technologies.

The legal frameworks for consumer protection in the digital marketplace

To examine the legal framework for consumer protection in the digital marketplace

• To evaluate digital consumer protection laws.
• To assess consumer hazards in online transactions and digital platforms.
• To examine how consumer rights and remedies address digital marketplace fraud, deception, and unfair practises.
• To identify tactics and policy suggestions for digital consumer protection, innovation, and market efficiency.

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Georgetown Law

International business & economic law ll.m..

The LL.M. degree in International Business and Economic Law (IBEL) is a flexible degree program designed for students interested in cross-border business activities and the regulatory regimes, national and international, that apply to them. The IBEL degree thus affords students the opportunity to gain exposure to the fundamentals of various U.S. regulatory regimes while remaining free to explore in greater depth the international businesses that are of particular interest to them.

IBEL students are required to take a class in:

1. International Law I or a comparable course in Public International Law

2. Corporations

3. At least one class related to international regulation

4. At least one class related to international business.

They then choose the remainder of their “specialty credits” from over 70 courses related to business and international law. Additional elective credits may be selected from the entire curriculum.

Students desiring a comprehensive overview may select courses from various disciplines, such as corporate law, securities law, trade law, commercial law, and dispute resolution. Students desiring a more focused approach are free to concentrate their courses in one or more specialty areas. Students who wish to fulfill  the course requirements for New York Bar eligibility  can do so while pursuing the IBEL degree.  Many students also incorporate an  externship  into their program, though this will not count towards the IBEL specialization credits without permission from the Program Director.

Contact Information

To learn more, please contact: Andrea Rodriguez Escobedo, Director of International Programs Phone: (202) 662 - 9036 Email Address:  Andrea Rodriguez Escobedo

Please address any questions about admissions the  Office of Graduate Admissions .

LAW 2073 v00 Advanced International Commercial Arbitration

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

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:

• 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;
• complex arbitrations - multiparty and multicontract issues, joinder of parties, consolidation of cases, parallel proceedings;
• the arbitral tribunal - selection of arbitrators, duties of arbitrators, independence and impartiality issues, challenges of arbitrators;
• the arbitral proceedings - bifurcation, interim measures, evidentiary rules, the conduct of hearings; and
• 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.

LAW 710 v00 Advanced International Taxation

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

This course is designed for those students who 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.

LAW 1532 v00 Advanced Legal Writing for International Business Lawyers

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

This course is designed to provide students interested in transactional practice with hands-on insight into the cross-border practice of business law by creating a simulated law-firm environment in which students are asked to complete tasks as if they were junior associates.

The principle objectives of the course are to teach students how to communicate clearly, concisely, and appropriately in a business-law setting, and how to apply and adapt these skills to situations involving international, cross-cultural, and even multinational business transactions. Students will practice these skills through a variety of written and oral communication exercises based on actual cross-border transactions similar to those they will likely encounter as a junior transactional associate at a law firm. The focus of this course will be on practical skills, rather than on theoretical analysis.

Although some of our discussions and exercises will involve reviewing contract provisions and students will become familiar with basic contract structure, this is not a course on contract drafting. Rather, the focus is on developing the student’s practical lawyering skills such that he or she is able to effectively communicate with parties from all sides of a cross-border business transaction and to recognize and overcome the principle cultural, linguistic, and other barriers to cross-cultural communication.

Enrollment by both JD and LL.M. students is encouraged. Class time generally will be split between lecturing and in-class exercises and discussion. The majority of the in-class exercises will utilize fact scenarios from actual deals and will involve students working in small groups or teams.

LAW 702 v00 Advanced Partnership Taxation

LL.M Course | 2 credit hours

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.

LAW 1534 v00 Advanced Topics in Corporate Law: Control and Its Implications

J.D. Course (cross-listed) | 1 credit hour

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?

LAW 1535 v00 Advanced Topics in Corporate Law: Management Misconduct

Through the lens of Delaware law, this course will review the roles of the board of directors, senior officers, and stockholders in overseeing a corporation, monitoring management conduct, and promoting compliance. The course will consider the director’s duty of oversight, its origins, and how it has evolved. The course will examine whether senior officers owe a similar duty of oversight, or whether different duties apply. We will delve deeply into the derivative action, which is the primary enforcement mechanism through which stockholders can address management misconduct. As part of this effort, we will explore the various stages of the derivative action and consider its strengths and weaknesses.

As its source materials, the course will examine recent derivative lawsuits. 

Course enrollment is limited to 35. Students are expected to possess a basic understanding of the law applicable to alternative entities and corporations. An introductory course in corporations is a prerequisite.

After taking this course, students will be able to answer the following questions:

• What standards apply to a board and senior officers when overseeing a corporation, monitoring for misconduct, and promoting compliance?
• What is the duty of oversight, how did it arise, and how has it evolved?
• What is the nature of a stockholder derivative action, the various stages of the proceeding, and its strengths and weaknesses?
• Are stockholder derivative actions an effective way of policing management misconduct? Is the Delaware corporate model particularly prone to management misconduct?
• Can a corporation serve morally good ends?

LAW 3018 v00 Advocacy in International Arbitration

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.

LAW 885 v01 Advocacy in International Arbitration

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

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.

LAW 038 v01 Antitrust Law

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

This course covers the major federal legislation in the field of antitrust law, with a primary focus upon governmental efforts to promote competition, including Sections 1 and 2 of the Sherman Act, and Section 7 of the Clayton Act. Emphasis is placed upon the growing role of economic analysis and other modern trends in judicial interpretation, with an emphasis on understanding the means by which courts determine whether unilateral and collaborative business conduct is pro-competitive or anticompetitive, regardless of the particular statutory provision at issue.

LAW 038 v05 Antitrust Law

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. 

LAW 038 v06 Antitrust Law and Policy

This class will serve as a basic survey and introduction to U.S. antitrust law, covering both the historical evolution of antitrust policy objectives and the modern antitrust case law. The course readings will include a narrowed selection of traditional case law as well as historical analyses, scholarly commentaries, and contemporary materials. 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.

LAW 038 v03 Antitrust Law: A Survey from the Sherman Act of 1890 to Today’s Progressive Movement

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.

LAW 3051 v00 Arbitration in Latin America

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.

LAW 050 v01 Aviation Law

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

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 advanced aviation (i.e., drones and advanced air mobility aircraft) 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.

LAW 054 v06 Bankruptcy 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.

LAW 2086 v00 Basic Accounting for Lawyers

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.

LAW 2086 v01 Basic Accounting for Lawyers

LL.M. Seminar | 2 credit hours

This course will introduce students to fundamental accounting concepts and their application in corporate financial statements. Students will learn the basics of accounting, including journal entries, assets, liabilities, accruals, and other accounts. Students will learn how business transactions are recorded in the books of a corporation and how those transactions are reflected in the balance sheet, income statement and statement of cash flows. Students will also be introduced to the framework of current accounting requirements imposed by the SEC, FASB, and PCAOB. The course is [2] credits and you should spend at least [5] hours preparing for each class meeting.

LAW 3015 v00 Basic Principles of Finance

LL.M Seminar (cross-listed) | 0 credit hours

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.

LAW 3026 v00 Beyond the IPO: Exempt Securities Offerings

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.

LAW 370 v02 Business and Human Rights in the Global Economy

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.

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.

LAW 1372 v00 Business Essentials: A Mini-MBA for Lawyers

J.D. Seminar | 3 credit hours

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.

LAW 1552 v00 Business, Capitalism, and Society

J.D. Seminar (cross-listed) | 1 credit hour

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

LAW 3060 v00 Business, Human Rights and Sustainability

LL.M Course (cross-listed) | 1 credit hour

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.

LAW 1529 v00 China and International Law

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

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.

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.

LAW 271 v01 Commercial Debt Financing

Commercial debt financing has been around as long as there have been banks, but developments such as syndicated leveraged loans financing private equity buyouts and the growth of non-bank lenders have increased the demand for sophisticated legal counsel.  In fact, at many law firms the commercial debt practice is larger than the securities practice.  This course is designed to give students a foundation in this important area of transactional law, beginning first with the structuring and documentation of the lending transaction and then focusing on the use of collateral to secure such loans.  Unlike the traditional law school pedagogy, which covered real property mortgages and personal property secured transactions under Article 9 of the Uniform Commercial Code in separate courses, this course covers both mortgages and secured transactions in parallel in one course. The course also covers other property financing techniques and issues including leasing, mezzanine and subordinated debt, guarantees and other credit enhancements, 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 commercial debt financing 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 debt financing 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 undertake commercial debt financing 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 commercial debt financings.
• An understanding of the importance and use of collateral and other credit enhancements to benefit the position of and lower the risks of commercial debt financing for lenders.
• Working knowledge of the principal substantive legal aspects of commercial debt financing, 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 commercial debt financing, and the ability to utilize such terminology in drafting, negotiating and interpreting financing agreements and instruments and otherwise approaching legal assignments.

LAW 3078 v00 Commercial Space Law

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

LAW 950 v01 Complex Securities Investigations

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.

LAW 084 v04 Conflict of Laws (Private International Law)

J.D. Course | 3 credit hours

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. 

LAW 822 v00 Consolidated Returns

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.

LAW 1880 v00 Constitutional Issues in Corruption & Election Crime Enforcement

This course will explore constitutional limits on legislative and prosecutive efforts to prohibit corrupt conduct involving payments to public officials, excessive or prohibited campaign contributions and independent expenditures, fraudulent fundraising by SuperPACs, and false statements by government employees. Students will review the historical evolution of relevant statutes, applicable constitutional principles, and Supreme Court and lower court decisions addressing constitutional limits on legislative and enforcement efforts.

The course will be organized chronologically within specified topics. The primary topics will  include: Constitutional Principles; Bribery & Extortion; Fraud & Misapplication; Election Crimes; and Constitutional Privileges. The topics will span several consecutive classes with relevant case law assigned as the primary reading material.

LAW 622 v01 Consumer Finance

This course is an introduction to consumer financial products and their regulation. It aims to acquaint students with the operation and uses of various consumer financial products, the structure of the markets in these products, the business concerns in offering these products, and the regulatory schemes governing them. The course covers consumer credit products, such as mortgages, credit cards, auto loans, student loans, rent-to-own, and overdraft; consumer deposit and payments products, such as bank accounts and prepaid cards; and consumer financial information products, such as credit reports.  It also covers cross-product issues, such as debt collection, discriminatory lending, cost disclosure, and usury. The course pays particular attention to the complex allocation of regulatory jurisdiction allocation over these products among various federal and state agencies, including the Consumer Financial Protection Bureau and the Federal Trade Commission. 

LAW 1452 v00 Consumer Protection Law Seminar

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.

LAW 1917 v00 Corporate Governance Workshop: ESG & Related Issues

In this class, students will study, comment on, and develop scholarship of their own on topics related to the environmental, social, and governance (ESG) practices of corporations, social enterprises, and other business or nonprofit entities. The class begins with introductory materials and discussion to ground students in the theoretical and practical debates underlying ESG and related topics.

After introductory classes discussing the themes of the course, the professor will invite prominent legal scholars (primarily from other institutions) to present papers on ESG and related issues.

The paper topics may include:

• ESG disclosure and reporting
• ESG shareholder proposals (e.g., civil rights and racial equity audits) and anti-ESG shareholder proposals (e.g., anti-discrimination and anti-climate change proposals)
• Board diversity, including gender, sexual orientation, and racial diversity
• Critiques of ESG, stakeholder governance, sustainable business, and social enterprise
• ESG practices of social enterprises (e.g., benefit corporations) and nonprofit organizations
• The role of institutional investors, proxy advisors, shareholder activists, and lenders in ESG practices
• International perspectives and comparisons of ESG practices, social enterprise, or related topics    

The specific topics considered will vary depending on the interests of the speakers, but the general focus will be topics related to ESG and corporate governance, broadly understood.

Professor Alicia Plerhoples will lead the workshop. This is a small and focused course and thus reading and active participation are essential. The format for the paper presentations will be 15-25 minutes of presentation by the speaker followed by a group discussion. The primary goal is student-centered discussion and participation, but students will also be exposed to views provided by other Georgetown faculty and members of the larger DC-area ESG & social enterprise community who attend the workshop.

Course Objectives and Learning Outcomes : The objectives of the course are to (i) give you familiarity and understanding of the current academic literature on ESG and related topics, (ii) teach you to analyze, critique, and engage in academic legal writing, and (iii) refine your own analytical and writing skills.

LAW 848 v00 Corporate Income Tax Law I

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.

LAW 850 v00 Corporate Income Tax Law II

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.

LAW 2070 v00 Corporate National Security Law

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. 

LAW 121 v01 Corporations

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

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.  Finally, in Professor Zytnick's section, the course serves to introduce the students to basic concepts in accounting, investment, business, and law and economics.

LAW 121 v05 Corporations

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.

LAW 121 v08 Corporations

LL.M Course | 3 credit hours

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.

LAW 121 v09 Corporations

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.

LAW 3111 v00 Criminal Tax Law and Procedure

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.

LAW 1848 v00 Critical Issues Facing the Department of Justice: DOJ's Mission, the Rule of Law, Exercise of Discretion, Enforcement Policy Priorities, and Seeking Justice: Role of Defense Counsel

The Department of Justice is one of the most important and powerful executive branch departments in government.  DOJ prosecutors make decisions that have a profound impact on the lives of individuals and the ongoing success of business entities.  In this and recent, past administrations, the actions of DOJ have been the subject of intense public and congressional scrutiny resulting in difficult questions being raised as to the future role of the Department. 

Drawing on my experiences as an Assistant U.S. Attorney, in senior leadership positions at DOJ (including Acting Deputy Attorney General, Chief of Staff to the Attorney General, and Deputy Assistant Attorney General in both the Civil and Criminal Divisions) and my work as a defense attorney in private practice, this course will focus on many, critically important issues confronted by the Department and defense bar. It will review significant roles played by DOJ including its responsibility as a prosecutorial and civil enforcement agency, as legal advisor to the President and government agencies, litigator to defend federal statutes, regulations and programs, and as policymaker in areas related to its mission.  This course will consider DOJ’s organizational structure, the importance of the rule of law, the senior leadership’s decision-making process, and exercise of prosecutorial discretion, and the longstanding norms that guide DOJ’s operations across a wide range of duties.  Issues confronted by DOJ attorneys, in both civil and criminal arenas, many times present some of the most consequential legal and policy questions facing this nation.

This course will also consider the increasing criticism by political actors and the media that DOJ has been “weaponized” as well as the vital importance of DOJ acting with integrity and independence free of political influence in the face of this criticism. This will also include a discussion of the power of the President to direct the Attorney General to initiate a specific criminal investigation and prosecution as addressed in the July 1, 2024 Supreme Court decision in  Trump v. United States.

This course, in part, will examine the principles of federal prosecution, the vital work of the Solicitor General’s Office, the Office of Legal Counsel, the National Security Division, the role of DOJ in international affairs and the roles of DOJ law enforcement agencies including the FBI, DEA, ATF&E, and U.S. Marshal’s Service.  It will examine the unique role of the Attorney General as a member of the President’s Cabinet including the White House Communications policy.  This course will also review the line between enforcement policy driven by the President’s agenda and a commitment to independent, objective law enforcement with a goal of seeking justice.  Readings will include DOJ prosecutorial guidelines, policy memoranda, case law, Office of Legal Counsel opinions, speeches by DOJ’s senior leadership and news articles.

LAW 807 v00 Cross-Border Transactions in Latin America

LL.M Seminar (cross-listed) | 1 credit hour

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.

LAW 2038 v00 Current Issues in Tax Policy

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 cross-border tax, capital taxes, energy 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.

LAW 014 v01 Current Issues in Transnational (Private International) Law Seminar

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. 

LAW 2043 v01 Current Topics in International Investment Arbitration

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, and 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.

LAW 459 v01 Deals: The Economics of Structuring Transactions

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.

LAW 1815 v00 Decentralization, Finance, and the Law

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.

LAW 969 v00 Derivatives Regulation

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.

LAW 847 v00 Developing & Financing Infrastructure Projects

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. Class on 11/2 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. 

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.

LAW 3082 v00 Dispute Settlement in International Trade: A Comparative Examination of WTO, Regional & Bilateral Systems

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 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. 

LAW 160 v04 Drafting Contracts

LL.M Seminar | 2 credit hours

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.

LAW 160 v06 Drafting 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.

LAW 160 v07 Drafting 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. 

LAW 160 v08 Drafting 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.

LAW 919 v00 Drafting Partnership & LLC Agreements

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.

LAW 3011 v00 Employee Benefits Practicum

LL.M Seminar (cross-listed) | 4 credit hours

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.

LAW 3004 v00 Employee Benefits: Executive Compensation

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.

LAW 3005 v00 Employee Benefits: Qualified Retirement Plans

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.

LAW 1472 v00 Energy Law and Policy

This course will present the framework for the governance of energy production, distribution and use in the United States, and provide a foundation for future coursework on these subjects. While the course will focus primarily on U.S. law, it will address some international subjects and examples. Topics will include the evolving U.S. fuel mix and market dynamics, utility restructuring and grid modernization, roles of state and federal governments, the role of different policymakers and regulatory bodies in overseeing U.S. energy systems, relevant environmental laws, and emerging policy issues. There are no prerequisites, although experience with administrative law or environmental law would be beneficial.

• The physical nature of the energy system (how it is produced, distributed, and used)
• Common terminology and acronyms related to energy and its regulation
• Key statutes and regulations applying to energy production, distribution and use, and key cases interpreting this legal framework
• Current issues being debated in energy law
• The roles and responsibilities of different policymakers and regulators (e.g., economic regulators, environmental regulators, natural resource managers, legislators) and how they relate to each other
• State and federal responsibilities in overseeing the energy system
• How to explore questions of regulatory authority by state and federal agencies
• How to write analytically about legal and policy questions

LAW 2009 v01 Energy Markets in Transition

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.

LAW 142 v02 Energy Problems Seminar: Climate Change and Other Energy Issues

This seminar considers economic, political, and legal aspects of current problems in the petroleum, natural gas, electrical, nuclear, coal and alternative energy industries with particular focus on global warming and the impact of climate change policies on energy use in the United States and abroad. In addition to the connection between global warming and energy, the seminar will examine: (1) the nexus between U.S. energy policy and Middle East wars and diplomacy; (2) the future of energy deregulation; (3) tensions between state and federal efforts to address energy issues; and (4) the problems and prospects of introducing new fuels and fuel sources, including nuclear, hydrogen, and renewables, into the U.S. and world economies. As these subjects sweep across the entire economy, they touch upon several fields of law: administrative law, antitrust, constitutional law, environmental law, oil and gas law, public utility regulation, and international law (both public and private).

LAW 1617 v00 Entrepreneurship: The Lifecycle of a Business

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 :

• 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.

LAW 868 v00 Estate Planning: Income Taxation of Trusts, Estates and Beneficiaries

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.

LAW 825 v00 Estate Planning: Special Topics in Transfer Tax

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.

LAW 3009 v00 Ethics in International Arbitration

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.

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.

LAW 462 v00 EU Law: Selected Topics in ECJ Jurisprudence

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.

LAW 816 v08 European Union Law: Foundations and International Reach

How -- and with what legal capacities -- can the European Union address challenges to its foreign policy and security interests like the war in Ukraine?  How has the EU led the way globally in establishing rules for the digital economy, in areas ranging from data protection law to dominant platform services?  How is the EU adapting to major changes in the global trade and investment system, ranging from a new focus on economic security to the retreat from investor-state dispute settlement?  What legal tools can “Brussels” deploy to rein in illiberal EU member states?  What is the legal and economic relationship between the United Kingdom and the EU following Brexit? This two-credit survey tackles these and other topics in the course of providing a comprehensive introduction to the scope and operation of the law of the European Union. The first part of the course begins by focusing on the key legal and political dimensions of European integration. We next examine the EU judiciary and its relationship to national constitutional courts, followed by consideration of the EU’s increasingly important fundamental rights and rule of law frameworks. Our examination of the EU’s foundations concludes with the EU’s singular economic and political accomplishment, the Single Market.   In the second part, we turn to several dimensions of the EU’s extensive international reach.  We focus on its role as an international actor, for example through adoption of economic sanctions, and on EU law governing external trade and foreign investment.  Several classes take up the EU’s growing body of legislation and jurisprudence on the digital economy, most notably its leadership on data protection, data privacy and the multifaceted regulation of large digital platforms. The EU’s response to the Ukraine war, and its expanding role in the security and defense area, is also considered.  Topical political, economic and institutional developments are addressed throughout the term.

The course has no prerequisites. International Law or related courses may be useful at the margins. 

• Recognizing and appreciating the legal fundamentals and doctrines that underpin the European Union, the historical and current context in which European integration has evolved, and the nature of the relationship between EU institutions and Member States.
• Understanding general structure and specific instruments of EU primary and secondary law, in particular the text of essential articles in the EU Treaties, as well as gaining facility in identifying and working with a variety of EU law source materials.
• Connecting and applying legal understandings to current/ongoing political developments involving the EU, member states and third countries, including by producing a professional-caliber legal research memorandum on an EU law topic of personal interest or selected from a list provided by the instructors.

LAW 722 v02 Federal Limitations on State and Local Taxation

LL.M Course/Seminar (cross-listed) | 2-3 credit hours

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.

LAW 1853 v00 Finance and Political Economy Seminar

Financial markets are political. Yet, legal education has historically relied upon an unsustainable distinction between law, politics and markets. The predominate framework for examining markets has been neoclassical economics—which put simply, suggests that the independent market forces of supply and demand driven by rational, self-serving actors, dictate market outcomes. This course offers students an alternative framework with which to interrogate financial markets. Specifically, it examines how political, technological, and socio-legal drivers have shaped consumer credit markets to be integral to the modern economy, for better or worse. Students will explore the history of consumer credit; interrogate select laws and policies (e.g., Truth in Lending Act, Community Reinvestment Act); and critically examine agencies that impact access to consumer credit (e.g., Federal Reserve, credit bureaus). In doing so, students will tap into broader debates on economic and racial justice, surveillance capitalism, and labor movements.

Learning Objectives: Throughout this course, students will:

• Investigate, explain and apply normative frameworks for analyzing the relationship between law, financial markets, and the political economy.
• Interrogate the use of theoretical frameworks like neoclassical economics and think critically about the supposed neutrality of law and politics in financial markets.
• Examine the centrality of consumer credit in the modern economy, and consider the impact of such a political choice on differing class, gender, and racial demographics.
• Hone legal analysis, research and writing, and public speaking skills.

LAW 545 v01 Financial Restructuring and Bankruptcy

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. 

LAW 1442 v00 Fintech Law and Policy

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.

LAW 3093 v00 Foreign Investment & National Security: The Committee on Foreign Investment in the United States

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.

LAW 1829 v00 From Formation to Exit - Capital Formation for Startups

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.

LAW 1930 v00 Gen AI and Big Law

The rapid rise of generative AI is creating new challenges for corporate law practice. Law firm leaders are concerned that using Gen AI. for legal tasks will create significant legal and financial risks. At the same time, clients are saying they will not pay for services provided by associates if those services could have been performed by AI. Caught between these poles, corporate firms are trying to figure out how Gen AI fits into their service delivery and business models. Meanwhile, several legal research/legal tech companies are developing increasingly sophisticated legal AI tools in the hope of harnessing the power of Gen AI for research, writing, and analysis to capture a piece of the very sizable corporate legal market. 

This course is intended to teach students how to use Gen AI in a corporate practice setting and expose them to the ethical, business, and other challenges that Gen AI poses for that sector. To learn how to research and perform legal tasks aided by gen AI, students will have the opportunity to work with Vincent AI, a cutting-edge legal research platform developed by VLex, a global legal intelligence that provides access to the most extensive collection of legal and regulatory information worldwide. We will also consider legal Gen AI through a broader lens and explore the ethical issues raised by legal Gen AI how it fits – or doesn’t -- into the traditional corporate law business model; and what the future of corporate practice might hold.

Learning Outcomes.

By the end of the semester, students will:

• understand how to use legal Gen AI to assist in legal research, writing, and analysis.
• understand the risks and benefits of using legal Gen AI
• understand the professional responsibility issues raised by legal Gen AI
• understand the opportunities and challenges legal Gen AI for corporate service delivery and Big Law’s business model.

LAW 1298 v00 Global Anti-Corruption Seminar

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.

We have the following expectations of learning outcomes:

• 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.
• 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.
• 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.
• 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.
• 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.

LAW 726 v00 Global Competition Law and Policy

LL.M Seminar (cross-listed) | 2-3 credit hours

This course examines the current state of competition (or “antitrust”) policies and enforcement mechanisms around the world, using case studies from the US, EU, Asia and elsewhere. The international competition community is in the throes of a vigorous re-examination of the goals and tools of competition regulation and policy: has inadequate or ineffective competition regulation contributed to excessive industry concentration, income inequality, stagnant wage growth, and related harm to consumers and society? Or are existing competition enforcement tools sufficient to address actual competition problems, leaving other economic and social issues to be better addressed by other public policies and tools? Do digital markets and “platforms” require special rules? These issues present the challenges of accommodating competition policy to evolving political, economic and social demands.

LAW 726 v01 Global Competition Law and Policy

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.

LAW 3028 v00 Global Drug Law and Regulation

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.

LAW 900 v01 Global Indirect Tax: The VAT

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.

LAW 750 v01 Global Securities Offerings

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

LAW 565 v00 Globalization, Work, and Inequality Seminar

A backlash against globalization has emerged in advanced economies as a result of job loss, wage stagnation, precarious work and economic insecurity for the middle class. The liberal globalization of the last three decades is under attack for the unequal distribution of its gains and its failure to provide better opportunities for ordinary working people. Reimagining the global economy will require placing work front and center. This seminar will explore the changing nature of the workplace due to global competition and technological change. It will examine important policy debates about how best to create jobs, improve working conditions, and promote economic growth and well-being. We will analyze how a variety of factors, such as new modes of production and technologies, increasing participation of women in the economy, widespread migration flows, increasing global trade and capital mobility, and the rise of informal economies challenge the assumptions underlying traditional labor and employment regulation in both developed and developing countries. We will consider an array of innovative attempts – national, international, transnational, public, private and mixed -- to improve workplace conditions and assure employment opportunity consistent with economic growth and stability. We will also inquire about the moral and political commitments associated with various approaches. There are no prerequisites. All students are welcome.

LAW 1403 v00 Hot Topics in Antitrust

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.

LAW 1921 v00 How to Design Your Own Data Privacy Law Seminar

Imagine you are the benevolent dictator of a country, and your population wants a new personal data privacy law. You are then tasked to design such a policy from scratch. This seminar discusses the many relevant decisions policymakers should make when shaping data privacy regimes.

In particular, this seminar covers: (i) what are the economic and non-economic reasons to regulate data privacy; (ii) what different bundles of rights are usually found in different data privacy laws, and how they interact with one another; (iii) the trade-offs involved in adopting a single comprehensive regime versus many sector-specific regimes; (iv) what are enforcement options to ensure that parties follow the laws on the books; and (v) how privacy laws interact with competition, innovation, national security, and other policies.

This seminar will focus on consumer/citizen data privacy laws. It complements rather than substitutes for Information Privacy Law (LAW 342).  The seminar is not a general survey of black letter information privacy law, nor will it cover U.S. Fourth Amendment privacy and other similar topics. Ideally, students should have some prior exposure to privacy/data protection law before enrolling. We will cover the key privacy laws that you need to know in the initial class sessions.

Students will be encouraged to think about law as institutional engineers—that is, thinking critically about whether given legal provisions make sense and help further laws’ stated goals. Data privacy is a field in flux, so class readings will be a mixture of privacy laws from different jurisdictions and academic articles in fields such as law, economics, computer science, and others.

• Exposure to an array of doctrinal, statutory, regulatory, and policy landscapes in privacy law, and the complex interrelationships among them.
• Exposure to privacy compliance considerations that confront both private- and public-sector organizations.
• Awareness of international differences in the treatment of information privacy issues and comparative exposure to European data protection law in particular.
• Refinement of analytical and writing skills.

LAW 3014 v00 ICSID Arbitration: Jurisdiction and Procedural Aspects

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.

LAW 854 v00 Income Tax Accounting

Covers the critical tax question of "when" as we consider accounting methods and accounting periods and their overlays on other areas of tax.  After all, what good is a tax deduction if you don't know when to take it? 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. We have fun analyzing these topics from technical, historical, tax policy, and strategy perspectives. 

LAW 3114 v00 Industry Epidemics: NCDs, Commercial Risk Factors and the Law

This seminar will examine the role of law and policy in addressing modifiable risk factors that contribute to the rising prevalence of non-communicable diseases (NCDs). Risk factors to be addressed include: tobacco use, unhealthy diets, and the harmful use of alcohol. Materials and discussions will probe questions such as: What are the best regulatory practices to deal with NCDs risk factors? How do transnational corporations contribute to the spread of non-communicable diseases? How different international legal regimes come into play in addressing risk factors? What are the opportunities and challenges of using law & policy to address NCDs’ commercial risk factors? Throughout this course we will have opportunities to consider how law and policy shape contemporary legal discussions related to NCDs, such as tobacco plain packaging, alcohol sponsorship, childhood obesity, commercial speech and food labelling, and targeted marketing strategies.

The course will take a global approach grounded in constitutional law and different international legal regimes (WTO, Human Rights Systems –Regional & Universal—, among others). The course will explore how the rise in NCDs prevalence in both developed and developing countries is mainly driven by transnational corporations, globalization and foreign direct investment. Additionally, case studies will explore a variety of examples from jurisdictions spanning the United Kingdom, South Africa, and Latin American countries, including taxes to discourage consumption of unhealthy products, laws restricting advertising and promotion, and laws and policies to promote access to information to consumers.

Students will be equipped with an understanding of specific issues, such as the role of law compared with policy, the strengths and weaknesses of different regulatory strategies and the role and responsibilities of the relevant industries in promoting the right to health. After exploring a series of foundational themes and issues through the first half of the course, the remainder will focus on in-depth case studies and experiences in regulating the risk factors from a comparative perspective and future challenges.

This seminar requires attendance and participation in seminar discussions, preparation for class, writing response posts, and the submission of a final paper.

Course goals:

• Understanding of the various risk factors contributing to non-communicable diseases (NCDs).
• Understanding of various models of regulation of NCDs risk factors.
• Understanding of complex risk factors regulatory issues across various constitutional systems and international legal regimes.
• Understanding the interaction between regulation of NCDs risk factors and issues like gender and freedom of speech.
• Understanding the role of transnational corporations in the increased prevalence of NCDs.

LAW 773 v00 Initial Public Offerings

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.

LAW 197 v00 Innovation, Technology, and International Financial Regulation

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.

LAW 226 v00 Intellectual Property in World Trade

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.

LAW 2079 v00 International and Comparative Antitrust Law

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.

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.

LAW 780 v01 International and U.S. Customs Law

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. 

LAW 882 v08 International Arbitration

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. 

LAW 3021 v00 International Arbitration and the New York Convention

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.

LAW 3036 v00 International Arbitration Colloquium

LL.M Seminar | 4 credits in total credit hours

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.

LAW 3019 v00 International Arbitration in Asia

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.

LAW 1758 v00 International Arbitration in the Middle East

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.

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.

LAW 3105 v00 International Business Compliance

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.

LAW 863 v00 International Business Litigation and Federal Practice

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.

LAW 240 v01 International Business Negotiations

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.

LAW 240 v02 International Business Negotiations

LAW 876 v04 International Business Transactions

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.

LAW 876 v10 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. 

Note: FIRST CLASS ATTENDANCE IS MANDATORY. Enrolled students must be in attendance at the start of the first class session in order to remain enrolled. Waitlisted students must be in attendance at the start of the first class session in order to remain eligible to be admitted off the waitlist. 

LAW 876 v12 International Business Transactions

LL.M. Seminar | 3 credit hours

This course covers a wide range of subjects relating to the legal framework for international commercial transactions. The course begins with an analysis of transactions for a sale of goods and also assess issues that arise with the transport and payment of such goods (including letters of credit and standby letters of credit). We then address non-establishment forms of business and touch upon distributorship issues and intellectual property. We complete the range of transactions by looking at foreign direct investment and joint ventures. We will generally view each of these subjects through the lens of international dispute resolution, although we will occasionally consider transactional issues as well. We finish the course by assessing the various strategic issues that come up in cross-border litigation and arbitration and also by considering the quickly growing area of corporate social responsibility.

LAW 882 v03 International Commercial Arbitration

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.

LAW 882 v06 International Commercial Arbitration

LL.M Course | 1 credit hour

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.

LAW 2053 v00 International Commercial Arbitration in Cross-Cultural Context

LL.M Seminar | 1 credit hour

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. 

LAW 3033 v00 International Commercial Arbitration with a Foreign Sovereign

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.

LAW 1036 v00 International Contracts with a Focus on the Law of Sales

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.

LAW 835 v00 International Debt Workouts

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.

LAW 1380 v00 International Economic Law & Policy Colloquium

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.

LAW 1701 v00 International Economic Law and Institutions

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.

LAW 1260 v00 International Economic Law Practicum (Project-Based Practicum)

J.D. Practicum | 4 credit hours

In this project-based practicum course focused on international economic law, primarily international trade and investment law, students will participate in a seminar and will work throughout the semester on a project done on behalf of a developing country government, an international organization, an NGO or an SME under the supervision of their professor(s) and in conjunction with expert mentors. Students will participate in a weekly seminar with two-hour sessions (during some weeks, primarily at the start of the semester and around the middle and end of the term, the seminar meets two or three times, other weeks, the seminar does not meet and only team meetings take place) and carry out 10 hours/week of project work under the direction of the course professors.

SEMINAR:  This practicum offers a unique opportunity to thoroughly analyze international trade and investment law, as well as broader issues of international economic law, and jurisprudence through a combination of practice and theory. The practicum has three goals. First, to enhance students’ substantive legal knowledge of international economic law, not only through traditional in-class teaching but also through hands-on work on a specific legal project of high practical importance for their “beneficiary.” Second, the practicum aims to improve students’ professional skills to become successful lawyers, including the ability to analyze complex legal problems, to apply the law to a set of facts, to interact with beneficiaries, to work in groups with other lawyers across cultures and language barriers, to convincingly make oral presentations, to write legal memos or submissions, and to adapt the explanation of legal expertise to a diverse audience. Third, the practicum aims to stimulate personal skills and aspirations of students and to make them aware of professional opportunities in the international law field and discover new challenges. Through interactions with students from diverse background and a diversity of “beneficiaries”, often from other countries and legal systems, participants will build inter-personal skills, learn about other legal, economic, and social systems, and experience the challenges and needs of a wide variety of stakeholders affected by international economic law, extending well beyond traditional issues and stakeholders.

PROJECT WORK:  Students will work in small groups (“project teams”) and under the close supervision of one or more Professors ("Supervising Professors"), invited experts (“Mentors”) and the Teaching Assistant (TA) on specific legal questions related to international economic law (IEL) coming from “real clients” (“beneficiaries”) such as international organizations, governments, SMEs or NGOs. In addition, introductory sessions by Mentors will be held to provide substantive background to the respective topics, as well as sessions to improve research and legal writing skills. At the end of the semester, the groups will submit written legal memos or other work products and orally present their projects in class in the presence of the beneficiary and other invited guests. To get an idea of the types of projects done in previous years, see  www.tradelab.org .

The practicum is part of the broader TradeLab network and operates in collaboration with TradeLab ( www.tradelab.org ) to enable beneficiaries to submit projects, to facilitate the operation of the teams and to promote the completed work to the public. TradeLab is an online platform that allows countries, NGOs and other smaller stakeholders easy and smart access to legal talents in the field of trade and investment law, allowing these actors to reap the full development benefits of global trade and investment rules by making WTO, preferential trade and bilateral investment treaties work for everyone.

LAW 166 v00 International Efforts to Combat Corruption Seminar

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.

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.

LAW 3032 v00 International Energy Arbitration

The course begins with an introduction to international energy arbitration, followed by discussion of the future of the international energy industry as it transforms to meet the imperatives of climate change. The next section concerns the industry's value chains, life cycles, and commercial relationships. An extensive presentation on the legal framework for international energy arbitration covers international laws and norms, national constitutions, national petroleum laws and regulations, and the historical development of upstream host government petroleum contracts and petroleum fiscal systems. To place the subject of host government contracts in its proper setting, the next section describes resource politics and resource cycles and examine the legal status of host government contracts. Segments on contract stabilization and choice of law come next. Identification of the types of upstream host government disputes sets the stage for discussion of 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 then examines commercial disputes arising out of joint operating agreements, gas contracts, and LNG sales contracts. It concludes with a discussion of U.S. court enforcement of energy awards relating to projects in Colombia, Mexico, Laos, and India. For those students considering international energy arbitration as a career, the course materials end with the professor's advice on how to build an international energy arbitration practice. The course provides in-depth knowledge of the main types and key drivers of international energy disputes, including disputes that may arise during the energy transition, and the substantive issues involved in their resolution, 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. To aid students to learn and retain important facts and features about the international energy industry and its disputes, the course materials contain 19 sets of Key Take-Aways, which appear after each section of materials, except those sections comprising only a few slides.

LAW 145 v00 International Environmental Law

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. 

LAW 3013 v00 International Investment 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)

LAW 3046 v00 International Investment Law and Arbitration in Practice: Past, Present, and Future

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

LAW 1913 v00 International Investment Law: Theory and Practice

International investment law is a unique area of international law in which an individual investor can sometimes hold a State accountable for breach of an international law obligation undertaken by the State towards investors in an international treaty. Investor-state dispute settlement is at once practical – tribunals must resolve the concrete disputes and requests for relief before them – and the subject of passionate theoretical debates. Since the 1960s, and especially since 1990, States have negotiated over 3,000 treaties containing protections for foreign investors, including bilateral and multilateral investment treaties (BITs and MITs) and trade treaties with investment provisions (TIPs). State consent to arbitration of disputes with foreign investors under such treaties has given rise to a rich, varied, and contested jurisprudence – and regular calls for change and reform. This seminar will examine the historical emergence and evolution of international investment law, the treaties concluded to encourage and regulate foreign investment, the case law of international arbitral tribunals and commentary thereon, and the procedures followed in the arbitration of international investment disputes. The seminar aims to enable students to develop an understanding of the key jurisdictional, substantive, and procedural issues in international investment law and to engage them in the controversies surrounding them.

LAW 2061 v00 International Litigation and International Arbitration: A Practitioner's Approach

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.

LAW 3029 v00 International Negotiations

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.

LAW 240 v00 International Negotiations Seminar

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.

LAW 958 v00 International Negotiations Seminar

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.

LAW 2021 v00 International Oil & Gas Industry: Legal and Policy Seminar

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. 

LAW 928 v01 International Project Finance

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.

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.

LAW 928 v03 International Project Finance

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.

LAW 928 v02 International Project Finance and Investment

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.

LAW 244 v01 International Trade

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.

LAW 1799 v00 International Trade and Investment Law

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.

LAW 244 v05 International Trade Law

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.

LAW 966 v01 International Trade Law & Regulation

LL.M Course (cross-listed) | 2-3 credit hours

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.

LAW 1897 v00 International Trade Remedies and the WTO

This class is an intensive workshop designed to use case studies of U.S. agency decisions and related WTO jurisprudence to: 1) develop students’ substantive understanding of trade remedy law; and 2) introduce students to the policy and procedural aspects of the various phases of trade remedy disputes in the U.S. and at the international level. The class will include an examination of U.S. law and WTO agreements on antidumping measures, subsidies and countervailing measures, and safeguards.  Particular attention will be focused on developing strong oral and written advocacy and presentation skills through issue spotting exercises/mock agency hearings and the final writing assignment.

LAW 959 v00 International Trade, Development & the Common Good

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). 

LAW 708 v00 International Trade, Intellectual Property Rights, & Public Health

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 and its possible extension to diagnostics and therapeutics.  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 also discuss the TRIPS-plus provisions in bilateral or regional free trade area agreements. The course would study relevant national/regional implementing legislation, for example on compulsory licenses, and discuss use of the WTO export compulsory license provisions. It will devote a session to Covid-19 and infectious disease pandemics.It will devote a session to Covid-19 and infectious disease pandemics. 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 negotiations on the pandemic agreement. In addition to the final paper, students will be graded on class participation, individual/group class presentations. The learning objectives and outcomes of this course are to be able to:

• Identify the legal and policy implications of international trade rules, particularly those on intellectual property rights (IPRs), for public health, and critically evaluate proposals for changes to these rules; 
• Understand past and current legal work of international institutions in this field, particularly the WTO and the WHO, and evaluate the way forward; 
• Improve the basic skill of communicating effectively, both in writing and orally, on a legal topic covered by the course, for example by explaining clearly how the provisions of TRIPS could be used to promote both the innovation of and access to needed medicines; 
• Improve the skill of independently conducting legal and policy research; 
• Demonstrate the basic value of being respectful of the different views in this area, including during group work and in class.

LAW 880 v00 International White Collar Crime

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.

LAW 3136 v00 Interstate (State-to-State) Dispute Resolution

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?  

LAW 2036 v00 Introduction to Contracts

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.

To understand the fundamental principles of the law of contracts.

LAW 2047 v00 Introduction to International Commercial Arbitration

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.

LAW 2055 v00 Investment Treaty Arbitration, Public International Law, and Landmark Judgments of the ICJ

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.

LAW 676 v00 Investor-State Dispute Resolution Seminar

LL.M Seminar | 3 credit hours

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

LAW 949 v00 Islamic Finance Law

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.

LAW 1813 v00 Keeping Government Honest: The Role of Inspectors General and Other Oversight Entities in Promoting Government Accountability

J.D. Seminar | 2 credit hours

This course will explore the role and responsibilities of inspectors general and other government oversight entities in promoting accountability and effectiveness in government operations.  Students will first examine the history of inspectors general, their mission, their legal authorities, and their relationships with their agencies and other branches of government.  Students will also explore the role of other government oversight entities, such as the Office of Special Counsel, the Government Accountability Office, and congressional committees, in pursuing government accountability.  Students will examine the relationship between inspectors general and these other entities, and the challenges in providing independent oversight of government operations.  Students will hear from current and former inspectors general and leaders of oversight organizations, who will come to the second hour of the class to talk about the challenges they face, as well as the satisfaction and benefits of public service.

LAW 292 v07 Law and Development

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. 

LAW 199 v03 Law and Regulation of Drugs, Biologics and Devices

This course explores the legal, regulatory and policy issues that shape the research, development, and commercialization of drugs, biologics, and medical devices in the United States. We will consider the history and role of federal regulation of medical technologies; legal and ethical issues in the development and testing of new therapies; managing incentives for innovation, including patent, regulatory and data exclusivity; tort liability and its function in the regulation of the life sciences industry; and other issues. We will explore these issues using real-world examples, including the government and industry response to the COVID-19 pandemic.

LAW 1087 v00 Law and Solidarity Economy (Fieldwork Practicum)

J.D. Practicum | 5 credit hours

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.

LAW 1087 v01 Law and Solidarity Economy (Fieldwork Practicum)

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.

LAW 1289 v00 Law of Robots

Robots, artificial intelligence, and autonomous systems have long been the realm of science fiction, but they are increasingly a part of contemporary life as well. Computers fly airplanes, write compelling text, play Jeopardy, drive cars, trade stocks, and fight in wars. Autonomous systems are no longer a thing of the future, but a fact of modern life, and Moore’s Law suggests that these changes will increase not incrementally, but exponentially. This course will examine whether or when we need a Law of Robots to regulate these autonomous agents, or where it is more appropriate to reason by analogy and regulate these systems by existing statute, regulation, or common law. The course will examine emerging issues across the spectrum of tort law, property law, copyright law, the laws of war, laws of agency, and criminal law. The class will not be a survey of existing law, but instead an examination of how to regulate emerging issues in law – how to extrapolate and reason by analogy, in robotics and beyond. Paper required.

LAW 1469 v00 Merger Antitrust Law

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.

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

• 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.
• 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.
• 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.
• 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.
• Anticipate and structure a consent decree remedy minimally satisfactory to the DOJ and FTC in light of their expressed concerns about a transaction.
• 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.
• 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).

LAW 434 v02 Mergers and Acquisitions

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.

LAW 3092 v00 Modern Ethics and Compliance Concepts in Business

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.

LAW 967 v00 National Security Law & the Private Sector

This seminar will examine how the U.S. government regulates and addresses national security in a global economy in which data and money flows freely and sensitive assets in the United States and abroad are owned or controlled by commercial actors. The concept of “national security” in U.S. legal doctrine and regimes is hardly new, but the impact of national security law on the private sector has expanded dynamically since September 11, 2001. The course will review the history and breadth of national security law and public policy as it relates to the private sector and the principles for the application of national security regulation to private actors.  While the seminar will address these considerations for a variety of practice areas, the primary focus of the seminar will be on how these principles apply in national security reviews of foreign investment conducted by the federal inter-agency Committee on Foreign Investment in the United States, or CFIUS. The course will use functional examples (i.e., real world cases) to explore fundamental policy questions -- e.g., what is the proper balance between security and openness in a commercial world -- as well as to evaluate the legal and practical considerations of private actors (including fiduciary duties to shareholders and reputation risk, among others) and their counsel when confronted with national security issues.  

Course pre-requisites: None

Requirements -- Three requirements:

(a) The preparation of materials to help lead a particular class discussion.

(b) Participation in class discussion centered around real world fact patterns.

(c) A take-home final exam.

LAW 1482 v01 Negotiations and Mediation Seminar

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

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.

• 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.

LAW 317 v14 Negotiations Seminar

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%).
• 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.

LAW 2075 v01 Negotiations Seminar (LLM - Week One)

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 (Wednesday - Sunday). 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. 

LAW 2075 v00 Negotiations Seminar (LLM)

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.

LAW 1803 v00 Practitioner’s Perspective on Banking Structure and Regulation

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.

LAW 3115 v00 Principles of U.S. Financial Regulation

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.

LAW 845 v00 Private Equity, Hedge and Other Private Funds

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. 

LAW 1903 v00 Private Law and the Costs of Climate Change Seminar

The costs of climate change are crippling municipal budgets, upending business balance sheets, and imperiling home insurance premiums. This seminar examines private law interventions to the costs of climate change, with a focus on climate tort litigation, climate and catastrophe insurance, and corporate climate governance. It considers how law is both a driver of the costs of climate change, and a critical tool for mobilizing an effective response to them. This seminar is organized around three key themes: tort litigation, insurance, and corporate governance as they create and confront the costs of climate change.

Learning Objectives: At the end of this seminar, students should:

• Be familiar with the general approaches to the study of law and legal reasoning;
• Demonstrate the ability to identify and understand key concepts in substantive law, legal theory, and procedure;
• Have the ability to write a competent legal analysis and/or effective transactional documents;
• Demonstrate the ability to conduct legal research;
• Demonstrate communication skills, including oral advocacy and/or negotiation skills;
• Demonstrate an understanding of the interdisciplinary nature of law and the contributions that other disciplines can make to the study of law .

LAW 3016 v00 Project Finance in the Public Sector: Theory and Practice of Public-Private Partnerships

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.

LAW 995 v00 Public Health and International Investment Law

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 that allow for investor-State dispute settlement 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 that can limit 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 transnational corporations, are increasingly using these rules to challenge domestic regulations such as public health measures through investor-State arbitrations. The course will address:  

• the theoretical perspectives underlying the international law on foreign investment;
• 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;
• rules governing the expropriation of property rights and the circumstances in which health measures might be considered equivalent to expropriation;
• rules governing the concept of fair and equitable treatment as used in determining the legitimacy of domestic regulatory measures;
• rules governing non-discrimination and their potential impact on domestic health measures; and procedural issues relating to the participation of civil society in the negotiation of investment treaties and the settlement of investment disputes through international arbitration.

There are no prerequisites for the course.  The course is ideal for students in the Global Health Law LLM program or for students wanting a course on international arbitration or international investment law.

LAW 2054 v00 Regulation of Commodities and Derivatives Markets

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, commodity trading generally and US federal regulation of commodity markets; (2) the concepts of hedging and speculation and risk mitigation; (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); (5) application of commodity trading and derivatives statutes, regulations and Congressional proposals for new products (crypto) 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.

LAW 1653 v00 Resolution of International Financial Crises Seminar

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.      

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

LAW 712 v00 Rethinking Securities Regulations & the Role of the SEC

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.

LAW 772 v00 S Corporation and LLC Taxation

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.

LAW 960 v00 SEC Enforcement Process

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.

LAW 940 v00 Securities Law and the Internet

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.

LAW 396 v01 Securities Regulation

J.D. Course (cross-listed) | 3-4 credit hours

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.

LAW 396 v05 Securities Regulation

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.

LAW 396 v07 Securities Regulation

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.

LAW 1790 v00 Shareholder Power, Voting, and the Governance of Firms Seminar

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:

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

LAW 3049 v00 Sovereign States and the Permanent Court of Arbitration

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.

LAW 947 v00 Special Topics in Exempt Organizations

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, 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. The course will also examine financing from the for-profit and nonprofit side, using low income housing tax credit, historic and renewable energy tax credits (Inflation Reduction Act), new markets tax credits and opportunity zone funds. 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.

LAW 775 v01 Special Topics in State and Local Taxation

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.

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.

LAW 944 v00 State and Local Taxation: Income & Franchise Taxes

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.

LAW 824 v01 State and Local Taxation: Other Business Taxes

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.

LAW 2031 v00 State and Local Taxation: Sales and Use Taxes

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. 

LAW 1348 v00 Strategically Managing Intellectual Property: A Study of IP in Business Transactions

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.

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.

LAW 3017 v00 Survey of Employee Benefits Law

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.

LAW 2072 v00 Survey of State and Local Taxation

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.

LAW 3147 v00 Sustainability for Big Law and Big Business

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.

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.

LAW 2097 v00 Takeovers, Mergers, and Acquisitions

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.

LAW 2012 v00 Tax Court Advocacy Workshop

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.

LAW 784 v00 Tax Planning for Corporate Acquisitions Seminar

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.

LAW 736 v00 Tax Planning for Real Estate Transactions Seminar

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.

LAW 856 v00 Tax Practice and Procedure (Administrative Practice)

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.

LAW 858 v00 Tax Practice and Procedure (Litigation)

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. 

LAW 809 v04 Tax Research & Writing

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.

LAW 809 v02 Tax Research and Writing

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.

LAW 846 v00 Tax Treaties

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.

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.

LAW 897 v00 Tax Treaties

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.

LAW 948 v00 Tax Treatment of Charities and Other Nonprofit Organizations

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.

LAW 2069 v00 Taxation of Financial Instruments and Transactions

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.

LAW 362 v03 Taxation of Partnerships

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.

LAW 942 v00 Taxation of Partnerships

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.

LAW 942 v01 Taxation of Partnerships

LAW 808 v00 Taxation of Property Transactions

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.

LAW 1099 v00 The Art of Regulatory War Seminar

This seminar focuses on “the art of regulatory war.” How can lawyers and other stakeholders working at the regulatory intersection of law and politics gain advantage, use their different sorts of legal artillery and strength, and push regulatory disputes and tool choices into venues, modes, and postures that favor their clients’ interests and possibly broader policy goals? What changes are underway regarding the nature of regulation, attitudes about the role of the administrative state, and ways regulatory wars are fought?

Subject to adjustment in light of legal developments and student interest, the seminar meetings will be organized around a mix of case studies and cross-cutting regulatory topics. For Fall 2024, the seminar will have a substantial advanced administrative law and risk and environmental regulation focus, but with some materials focused more generally on regulatory disputes, methodologies and strategies, and the role of the administrative state.  Topic-based classes will likely select from among the following: critiques of assumptions of regulatory overreach and empire building; federalism and preemption as doctrines and terrains shaping regulatory  disputes; theories of regulation and regulatory reform proposals; recent presidential and agency deregulatory and policy change efforts and judicial and scholarly responses; debates and shifting doctrine regarding deference regimes, especially if the Supreme Court in 2024 substantially changes longstanding deference regimes; implications and critiques of the “major questions doctrine” as recently embraced by the Supreme Court; the shift to market-based and experimental “rolling rule” modes of regulation; and “sound science” and “bought science” and the problem of regulatory lying. Case study subjects will likely include a mix of the following: my own research into the 1971-85 battles over the multi-billion dollar Westway project defeated by a small number of citizens; climate change regulatory developments; and court, regulatory and legislative battles over protecting “waters of the United States” under the Clean Water Act.

Readings will include diverse materials to illuminate the art of regulatory war, including court decisions, briefs, legislative and regulatory materials, statutory provisions, and scholarship. Students will before each class submit a few brief comments or questions about the readings, with class discussion building on those areas of interest. Students will have broad latitude to develop related paper topics based on their own interests and goals. During the last few weeks of the semester, we will conclude with students sharing and leading discussion of their draft papers, with students critiquing each other’s drafts. There are no seminar prerequisites, but students interested in administrative law, constitutional law, economic and risk regulation, environmental law, energy law, legislation, law and politics, law and economics, litigation and other areas of public law should find the material of interest.  

LAW 3062 v00 The Essentials of FinTech Law

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.   

LAW 3134 v00 The Intersection of Employment and National Security Law

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.

LAW 3065 v00 The Law and Ethics of Automation, Artificial Intelligence, and Robotics

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.       

LAW 3002 v00 The Law and Policy of the Energy Transition

• Discussion No. 1 - Emissions or fuels problem?
• Discussion No. 2 – Is the renewable energy increase possible?
• Discussion No. 3 – What is the best mechanism to accelerate the energy transition?
• Discussion No. 4 – How do we solve energy poverty? How do we guarantee energy security?
• Discussion No. 5 – Energy transition means economic diversification, right?
• Discussion No. 6 – A new world order? The role of international organizations, policymakers, legislators, and courts in the energy transition.

LAW 1330 v00 The Law of Money Seminar

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

LAW 1019 v00 The Law of Public Utilities: Bringing Competition to Historically Monopolistic Industries

J.D. Seminar | 2-3 credit hours

Our major infrastructural industries—electricity, gas, telecommunications, transportation and water—were historically controlled by monopolies. Since the 1980s, efforts to introduce competition into these industries have met obstacles. Battles before legislative bodies, regulatory agencies and courts, at the state and federal levels, have produced a distinct body of law. That body of law—the law of introducing competition into historically monopolistic industries—is the subject of this course.

From the principles learned in the course, students have written papers on such diverse topics as renewable energy, internet, movie production, chicken slaughtering, student loans, pharmaceutical research, Uber, Flint's water crisis, utility corporate form, law school admissions, farms seeds and insecticide, Youtube, private space travel, rare minerals used in solar and wind facilities, Facebook, cloud storage, electric storage, and telemedicine at the VA. Some of these papers have made their way into professional journals or law journals.

Regardless of the industry or era, the regulation of infrastructural monopolies and their competitors has  five common elements: its mission (to align business performance with the public interest); its legal principles (ranging from the state law on exclusive monopoly franchise to federal constitutional protection of shareholder investment); policy flexibility (accommodating multiple public purposes, from service reliability to environmental accountability to protection of vulnerable citizens); reliance on multiple professional disciplines (law, economics, finance, accounting, management, engineering and politics); and formal administrative procedures , such as adjudication and rulemaking.

Today, political challenges are causing policymakers to stretch regulation's core legal principles. Four examples of these challenges are: climate change (e.g., To what extent should we make utilities and their customers responsible for "greening" energy production and consumption?); universal service (e.g., Should we bring broadband to every home, and at whose cost?); privacy (How do regulators induce personal changes in energy consumption while protecting the related data from public exposure?); and protection of our infrastructure from hackers, terrorists and natural catastrophes .

Complicating these political challenges are two sources of constant tension: ideology (e.g., private vs. public ownership, government intervention vs. "free market"); and state-federal relations (e.g., Which aspects of utility service are "national," requiring uniformity; and which are "local," warranting state experimentation?).

This field has many jobs, as new issues emerge and as baby boomers retire. Lawyers play varied roles. They advise clients who are suppliers or customers of regulated services, represent parties before regulatory tribunals, advise those tribunals or their legislative overseers, and challenge or defend those tribunals on judicial review.

LAW 1904 v00 The Magic of Corporate Separateness Seminar

The corporate form embodies multiple characteristics that permit those who own and manage an entity to achieve a host of beneficial results that simply would not be possible if they engaged in the same activities as individuals. These include limited liability, immortality, anonymity, autonomy, hierarchal control, and “lock-in” of investors’ money. The result has been a tremendous efficiency that has made corporations the most powerful actors in modern society. It also results in recurring externalities, sometimes imposing costs on those “outside” of the corporation.

Corporate law has been critical to this evolution. State legislatures have provided these advantages for the corporate form, added one by one over two centuries. Statutes have put the keys to unlocking these goodies into the hands of any self-appointed actors who desires to form a corporation. Even more importantly (but considerably less visible) these same insiders get to decide how many assets get put into the entity and how many liabilities. Together, these choices determine how much risk will be borne by the insiders to the entity and how much will be carried by outsiders (i.e. creditors, neighbors, the public and others).

A critical question for corporate law is whether government, which made this separateness possible through incorporation, should place limits on the separateness that results from this private ordering with sometimes deleterious externalizing effects.

This course will focus on: (a) understanding the benefits of separateness, how they come about, and the externalities separateness can create; and (b) framing the role of economics, private ordering, history, and concepts of corporate personality in determining when corporate law should intervene in insiders’ decision to operate as a separate entity. Learning objectives include: to develop effective research skills in a law setting, including topic development, outline, revision and effective use of sources.

LAW 1218 v00 Trade, Money, and Trust: The Law and Policy of Globalization Seminar

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?

LAW 883 v00 Transfer Pricing

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.

LAW 962 v00 U.S. Export Controls and Economic Sanctions

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. 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, the Export Control Reform Act, and regulations issued by federal agencies such as the U.S. Departments of Commerce and Treasury. Our study of these rules will include review of case law, agency guidance and prior government enforcement actions. The course will also focus on the enforcement environment, including the trend of ever-increasing fines.  We will discuss defense strategies and the potential for global settlements with the Departments of Justice, Treasury, and Commerce. Finally, the course will emphasize developing the working knowledge necessary for hands-on practice and problem-solving in this field.

LAW 962 v03 U.S. Export Controls and Economic Sanctions

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.

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. 

LAW 986 v01 U.S. International Inbound Tax

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.

LAW 756 v01 U.S. International Outbound Tax

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.

LAW 1801 v00 Understanding and Combatting Corruption Seminar

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.

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.

LAW 2087 v00 White Collar Crime and Securities Fraud

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, sanctions, 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.

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.

LAW 191 v02 Workers Rights & Globalization Seminar

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.

LAW 872 v00 World Trade Organization: Agreements, Negotiations & Disputes

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.

LAW 1521 v00 Advanced Topics in Corporate Law: Corporate Transaction Litigation in Delaware

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.

LAW 1396 v00 Antitrust Law Seminar: Case Development and Litigation Strategy

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.

LAW 1796 v00 Antitrust Seminar: From the Chicago School to the New Progressives: Regulating Technology Platforms, Durable Monopolies, and Mega-Firms

In recent years, progressive groups, Congress, and government antitrust agencies have taken an increasingly aggressive approach to enforcement against “big tech” and monopoly power more generally. In this seminar, we will examine current legislative and enforcement initiatives toward particular kinds of firms and economic conduct. We will examine how these enforcement initiatives differ in their presumptions, analysis, and objectives from antitrust enforcement principles and doctrine that rose to prominence over the second half of the twentieth century. We will trace the evolution of those principles from the “Chicago School” revolution in antitrust of the 1970’s and 1980’s to the current “New Progressive” era, and critically assess both the new progressive policies and the shortcomings of the doctrine and theory to which those policies respond.

LAW 3067 v00 Public-Private Partnerships: Law and Governance

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.

LAW 1468 v00 Business and Financial Basics for Lawyers

This course covers basic business concepts that are useful across many areas of legal practice. First, it introduces financial accounting, with a focus on understanding and using financial statements. Second, it deals with core financial concepts, such as the time value of money, risk versus return, and methods for valuing assets. Third, the course discusses the basic categories of financial instruments: debt, equity, and derivatives. Although these topics all inevitably involve numbers, mathematical complexity is kept to a minimum. Much of the reading consists of excerpts from case law, which illustrate business concepts and their relation to legal practice.

LAW 3148 v00 International Business Negotiations (Negotiating International Technology Licenses, International Joint-Venture Contracts and Foreign Investment Contracts)

As firms from developed countries expand overseas, there is a growing demand for lawyers able to negotiate three types of contracts of increasing importance worldwide: Technology license contracts, 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 patented new medical technology. 

Note:   The licensing 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. 

Note: The parties intend for this investment to take the form of a Public Private Partnership (PPP).

Each simulated negotiation will be based upon a case study created by the Professor, drawing upon his professional experience.

For each simulated negotiation, the class will be divided into two teams that will negotiate with each other.

In order for the two teams to be of similar strength and competence, the students, when registering for the course, will fill out the attached questionnaire about their prior experience with negotiations and with business transactions. These questionnaires will be used by the Professor to propose to the class the composition of each team.

During the simulated negotiations, each student will serve at least twice as negotiator for her/his team, engaging the other team on specific issues. After each simulated negotiation, each student will draft a memorandum of understanding summarizing what the parties agreed upon.

By the end of the course, the students:

• Will have gained an understanding of: a) the main issues that arise in the negotiation of each type of contract mentioned above (technology license; international joint venture; foreign direct investment), and b) the usual contractual ways to address such issues.
• 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.

LAW 268 v01 Remedies in Business Litigation

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  fraud, 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 a   "behind-the-scenes" case  study illustrating   how remedies issues are litigated, as well as  a   classroom visit with an expert witness. Students considering practice in  business  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.

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

List C also includes the courses that count toward the Securities & Financial Law Certificate and the Taxation LL.M.

LAW 058 v03 Business Planning Seminar

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.

LAW 114 v05 Corporate Finance

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.

LAW 113 v06 Corporate Governance Seminar

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.

LAW 193 v03 Federal Banking Regulation: Modern Financial Institutions and Change

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.

LAW 2044 v00 Financial Market Reform and Innovation

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), 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 will also compare and contrast 2008 Financial Crisis and 2020 Covid Pandemic. In particular, we will discuss financial impacts and policy responses. 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 ever-evolving regulation of financial markets, institutions, and innovative financial products. You will gain a sense of the genesis and policy developments underpinning financial markets regulation, 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 the syllabus.

LAW 193 v01 Financial Services: Regulation in the Age of Disruption

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.

Foreign and International Law: Topics: International Trade

• Arbitration
• Comparative Civil Procedure
• Constitutions and Constitutional Law
• Criminal Law and Criminal Tribunals
• Elections and Political Participation
• Environment
• Foreign Investment
• Global Warming
• Health and Population
• History and Government
• Human Rights
• Humanitarian Law
• Immigration
• Indigenous Peoples
• Intellectual Property
• International Affairs
• International Business
• International Law
• International Security
• International Sports Law
• International Taxation

International Trade

• Law and Economics
• Law Reform Commissions
• Legal Information Institutes
• Reference-General Sources
• Refugees/Asylum
• Statistics/Data Archives

Topics in Foreign and International Law

• Reference--General Sources
• ASIL Guide to Electronic Resources for International Economic Law Prepared by Jean Wenger, Government Documents/Foreign & International Law Librarian Cook County Law Library.
• Global Affairs Canada News releases, statements and publications, Canadian embassies and missions, foreign affairs and policy, international business development, and international cultural relations.
• CISG-France Professor Claude Witz, Saarbrücken University: Application of the Convention on the International Sale of Goods by French jurisdiction, including Cour de Cassation, Cour d'appel, and Tribunal de commerce decisions. In French.
• Directory of Economic, Commodity and Development Organizations Address, telephone listings, and description of international and regional organizations. Produced by the staff of the International Monetary Fund (IMF).
• From GATT to the WTO and Beyond: Research Guide
• G8 Information Centre - University of Toronto Background information on the G8, document texts from G8 Summit Meetings, G8 Ministerial Meetings, and scholarly publications.
• GATT Digital Archive Contains materials from 1947 to 1994.
• Global Sales Law Concentrates on the law of Germany, Switzerland and Austria.
• Guide on the Harmonization of International Commercial Law On GlobaLex. By Duncan Alford (2012).
• Guide to International Trade Law Sources on the Internet By Marci Hoffman.
• International Chamber of Commerce Select Business Policy Texts link for International Court of Arbitration and related rules, and the text of ICC public documents. Links for global business issues, the International Court of Arbitration, conferences and ICC publications.
• Lex Mercatoria From the University of Tromsoe, Norway, and Pace University School of Law Rich source of treaties and other primary documents in international trade law. Formerly the 'International Trade Law Monitor.'
• Organization of American States - Trade Unit Links to official sources of trade and investment information, full- text of bilateral investment treaties and trade agreements between countries in Western Hemisphere, quantitative data, and articles and opinions on trade in the Western Hemisphere.
• Regional Trade Agreements in Africa: A Historical and Bibliographic Account of ECOWAS and CEMAC By Victor Essien (2014).
• Research Guide on the Trading Systems in the Asian-Pacific Region: APEC, ASEAN and their Members On GlobaLex. By Chenglin Liu (2010), with update by Wilhelmina Randtke (2014).
• Trade Compliance Center From the U.S. Department of Commerce. Contains trade agreement database and market access database. The international trade agreements include WIPO, NAFTA and WTO documents, and bilateral trade agreements and protocols. The market access database provides for each country one or more of the following: commercial guide, country reports on economic policy and trade practices, national trade estimate reports, trade policy review summaries.
• U.N. Convention for the International Sale of Goods - Pace University Searchable CISG text, case law, bibliography, list of contracting states, UNCITRAL outline, and thesaurus of international trade keywords.
• UNIDROIT - Official Web Site of the International Institute for the Unification of Private Law Links for conventions, principles and convention implementation.
• WebEc: World Wide Web Resources in Economics Scroll down to International Economics for links on international trade, international organizations, exchange rates, international treaties. Not maintained after 2007.
• World Bank: Trade and International Integration Texts of policy research working papers and executive summaries of the trade expansion program.
• WTO History Project
• WTO and GATT Research A research guide from New York University Law Library.
• World Trade Organization home page Information about the WTO.

Subject Guide

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King's College London

International business law llm pathway.

Led by a team of distinguished academics and practitioners, the King’s LLM in International Business Law will provide you with an edge in the practice of international business law. With a focus on international trading and business and international financial transactions, you may also choose to learn about the resolution of international business disputes through international litigation and arbitration. The modules will provide you with a practitioner perspective and related skills and equip you to practice with a major law firm or multinational corporation.

Key benefits

• This pathway offers a unique student experience by taking advantage of our outstanding and wide-ranging academic reputation in this field, with emphasis on innovative and problem-solving teaching methods as well as our comparative and international outlook.
• Designed to maximise students’ intellectual potential, it also keeps you grounded by drawing on the real-world experiences of staff and other practitioners.
• This pathway focuses on international trading, financial/banking and energy transactions and the resolution of international business disputes through arbitration and/or business litigation. It is strongly oriented towards legal practice in these fields and therefore has a support group of relevant comparative law modules that are regarded as being useful to working in this area.

What you will study

Once enrolled on the General LLM at King’s, students can choose modules to follow the International Business Law pathway and achieve a specialist LLM in International Business Law. Full-time students who complete the programme in one year will normally take modules totalling 180 credits.  *Prerequisite – students must also take Law of International Finance 1. To graduate with an International Business Law LLM at least 120 credits must be taken within the pathway. This can be optional modules alone or a combination of optional modules and a writing project, providing its content is relevant to the pathway.    The range of International Business Law LLM optional modules may typically include:  

• Banking Law (30 credits)
• Corporate Governance (15 credits)
• Green Finance (15 credits)
• Insurance Law 1 (15 credits)
• International and Comparative Trust Law (30 credits)
• International Commercial Arbitration (15 credits)
• International Investment Law (15 credits)
• Law of International Finance 1 (30 credits)
• Taxation of Business Enterprises (30 credits)
• The Law and Politics of Economic Regulation (15 credits)
• World Trade Law (15 credits)

In addition, all students are required to take one of the following writing projects, detailed further on the General LLM prospectus page: 

• Dissertation (45 credits)
• Dissertation (60 credits)
• 10,000 word practice or research module (45 credits)

To follow the International Business Law pathway, you must first apply for the General LLM at King's. After enrolment you will select your pathway modules.

Pathway Director

Professor Djakhongir Saidov

Director of the Professional Law Institute

Professor Djakhongir Saidov is the International Business Law pathway course lead. Professor Saidov specialises in international commercial law. His research interests lie in the law of sale of goods, international commercial law instruments and law relation to international oil and gas operations.

For further questions, please enquire via King's Contact Centre.

Open days and events

Chat with current students and King's staff to find out about the courses we offer, life at King's and ask any questions you may have.

King's professor co-chairs 'toolkit' nominated for ‘best innovation' at Global Arbitration Review Awards 2021

IBA Toolkit on Insolvency and Arbitration was co-chaired by Dr Manuel Penades Fons of The Dickson Poon School of Law.

Other Master of Laws LLM Pathways

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International Business Transactions

Introduction, using jacob to find various topics relating to international business transactions, treatises and textbooks on international business transactions, related burns library online research guides, related research guides.

• CISG Resources
• International Trade Law - WTO/GATT
• Documentary and Standby Letters of Credit
• Commercial Terms

Access Icon Key

Traci Emerson Spackey

Reference/Foreign & International Librarian

This guide provides a concise overview of the sources available for understanding and researching international business transactions which is a catch-all term that encompasses the various legal regimes and lex mercatoria  involving commercial transactions crossing international borders. It includes such topics as international trade law, international sales of goods, commercial terms, bills of lading, and documentary letters of credit.

One of the first places to consider starting is with the library's catalog, JACOB. The catalog search engine provides all kinds of filters and search features to find exactly what you're looking for. Start with the Advanced Search feature:

And then choose applicable terms and words to search by.  You can also filter by subject, title, author, etc. If you need to filter by time frame, language, or format, look to the right-hand corner. It's important to know  where  you're searching too:

JACOB means print materials (mostly books) held in the library's collection.

JACOB+ means print materials AND articles held in the library's collection.

Course Reserves are simply books held on reserve a professors' request for their courses.

WRLC is the Washington Research Library Consortium that consists of about 13 local libraries (we have a speedy lending agreement among this group of institutions). Search here for your broadest reach.

Search by Library of Congress Call Number Range:

JACOB has a filter for searching for items this way.

This is the Call Number range for the topic of International Business Transactions:

• K2400 -2405

Search by Library of Congress Subject Headings:

You can also search by the following subject headings. Just type any of these into the search bar and filter to "Subject."

• Contracts (International law)
• Export sales contracts
• Foreign trade regulation
• I nternational business enterprises
• Letters of credit
• Terms of trade
• World Trade Organization

• International Commercial Arbitration and CISG Research
• Public International Law Research Resources
• Treaties and International Agreements
• WTO/GATT Resources
• International Law
• United Nations

• Next: CISG Resources >>
• Last Updated: Jun 6, 2024 10:10 AM
• URL: https://law.gwu.libguides.com/IBT

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LL.M. in International Business Law

Direction: m. pierre-emmanuel audit, m. daniel cohen, m. malik laazouzi, m. guillaume leyte, llm - droit, ► présentation, ll.m. international business law    , dubai - mauritius - paris - singapore.

Awarded by Paris-Panthéon-Assas University, France's 1st Law University, the LL.M. International Law program deals mainly with practical case studies and certain key subjects, with a pluridisciplinary focus.

Whether in Dubai, Paris, Mauritius or Singapore, all courses are taught in English, by Professors of Law from Paris Panthéon-Assas University and professionals acting in the legal field coming from France, Europe, Asia and Africa. All courses strongly focus on case-studies and deepening of key subjects in a transversal and pluridisciplinary perspective.

The LL.M. International Business Law includes a minimum of 200 hours of teaching and welcomes approximately 30 students or trainees over a period of one academic year.

The LL.M. International Business Law program focuses on practical case studies and key topics, with a multidisciplinary orientation. It prepares students and professionals for operations such as major acquisitions or market transactions, cross-border mergers, complex financing, restructurings, LBOs, financial engineering and industrial projects. These complex operations often lead to the search for innovative solutions. It is particularly relevant to study them and analyze the legal, financial and accounting issues they raise. Thus, contracts, guarantees, financing and international trade litigation, among other fundamental subjects, are examined from different angles.

• LL.M. Paris : 17,000 euros
• LL.M. Dubaï : 40,000 euros
• 17,000 euros (early birds : full payment by April, 1st 2024)
• 16,000 euros for French Bar School students (January intake)
• 10,000 euros for French Bar School students (January intake)

► Objectifs

Our LL.M. International Business Law students gain an in-depth understanding of some of the most prominent and rapidly-changing fields of law, with the input of Professors coming from both Civil law and Common law systems. Our students can take advantage of a broad-based curriculum that includes international law, international contracts, intellectual property, international arbitration, international trade, international finance, environmental law, tax law and other fields.

► Admission

► profil recommandé.

Conditions for application

• Master’s degree in Law (or equivalent).
• A Master's degree in another field with at least 4 years of relevant professional experience.
• Fluent English must be attested by a recognized certificate such as IELTS, TOEIC, TOEFL, Erasmus courses if no long-term education in English. As for the English certificates, candidates need a score of 7/9 for the IELTS, 90/120 for the TOEFL and 800/990 for the TOEIC.

Application We accept only online applications on our website.

You will need to submit:

• A completed online application form
• Transcripts (in English or French) of your degrees or any otherrelevant qualification
• IELTS, TOEIC or TOEFL language test
• 2 letters of reference.
• A personal statement.

Tuition Fees

► Organisation de la formation

Academic Year :

Paris : October - June

Mauritius : November - August

Singapore : October- June

Dubaï : January-December

Possible exchange between Paris and Singapore campuses on four weeks, generally in May.

10 Mandatory Modules

COMPETITION LAW Purpose and characteristics of competition law (excluding the law of unfair competition) at the international and European levels.

ENVIRONMENTAL AND SUSTAINABLE DEVELOPMENT LAW

Principles governing environmental policy, international and European environmental law.

MERGERS AND ACQUISITIONS Various forms of companies and concentrations between firms; rules governing mergers and acquisitions in an international environment.

INTERNATIONAL ARBITRATION Resolving disputes through international arbitration (commercial, investment); the principles governing arbitration agreements, proceeding and awards.

INTERNATIONAL INTELLECTUAL PROPERTY LAW This course will focus on the international legal instruments which enable the right balance between the interests of innovators and the wider public interest.

INTERNATIONAL CAPITAL MARKETS Rules governing European and international capital markets.

INTERNATIONAL CONTRACTS Legal and contractual scope and treatments applicable to international contracts.

INTERNATIONAL FINANCING Characteristics of banking law at international level.

INTERNATIONAL TAX LAW Subsequent to the taxation and customs law course, this course considers the international aspects of taxation and provides an introduction to the key issues of this branch of international law.

STATES AND INTERNATIONAL TRADE LAW Main principles and rules of international trade law applicable to public contracts: BOT (Build-Operate Transfer Contracts): public-private international partnerships; litigation related to State contracts.

► Programme

Each module is composed of 10 hours of theoretical teachings and 10 hours of practical teachings.

All courses are delivered in English and take the form of seminars taught by professors from Paris-Panthéon-Assas University, as well as practitioners from law firms and major companies.

An additional 10 hours for International Business Management and Finance is taught by INSEAD Professors on the following topics: Finance & Accounting, Microeconomics, and Marketing Strategy.

Examinations will be held for each of the 10 mandatory modules. Some modules might require 2 exams: one regarding the theoretical lecture, and one regarding the practical part of the module. The method of evaluation is determined by the respective professors/teachers with the approval of the dean.

The method of evaluation may be a written exam, class participation, project presentation, and/or homework assignment.

The format of the exam might vary from one module to another. Here are a few examples:

• Questions with multiple answers
• Individual work cases (essays) to be done at home
• Assignments or presentations to be prepared in groups
• Evaluation tests at the end of each seminar

Each subject is graded out of 20 and the pass mark is 10/20 for each module. The student is admitted if he/she has obtained at least a total of 100 points out of 200 and 60 ECTS credits will be awarded. Results will be communicated at the end of the course and will be followed by a graduation ceremony. There is no exam period, since the examinations are held during or at the end of a module.

Grading system

• Average grades from 10 to 12 (out of 20): Pass (Passable)
• Average grades from 13 to 14 Good (Assez Bien)
• Average grades from 15 to 16 Very Good (Bien)
• Average grades from 17 + Honors or Excellent (Très Bien)

► Poursuites d'études

Students are equipped with  a diverse set of skills  and knowledge  of several legal systems.

Graduates from the LL.M International Business Law pursue a variety of careers, such as:

• Arbitration
• Business consulting
• Legal Counsel
• Legal department in major companies

► Contact

Recruitment teams

Dubaï Campus : Recrutement Dubaï 

+33(0)1 44 41 59 87

Maurice Campus : Recrutement Maurice

+230 5509 7200

Paris Campus : Recrutement Paris

+33 1 41 44 56 83 / +33 1 41 44 58 83

Singapour   Campus : Recrutement Singapour

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Paris Campus

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Mauritius Campus

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Singapore Campus

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Dubaï Campus

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► Alumni students

Gabriella GRISOLIA Paris campus 2020-2021 “I chose this programmme because it offered a wide variety of modules all of which hold an important part within a business, it presents them from an international point of view allowing students from all over the world to benefit from the knowledge imparted by the teachers. Lastly, as a Dominican lawyer focusing on corporate law and working with many international firms, graduating from the LLM has enabled me to comprehend the world of business law on an international plane and apply this new knowledge on the cases we see each day at the office.”

Belinda VACHER

Mauritius campus 2021-2022 “It is an amazing programme which covers both European and Mauritian Law with a lot of interaction with business practitioners. There have been several instances in which this LL.M. programme has been very fruitful in my professional career and in my day-to-day life. There is also a lot of flexibility, with a hybrid version of both online and physical courses. Paris-Panthéon-Assas University is today considered as one of the best European Law School which is already actually a pledge of quality, prestige, and recognition.”

Georgia DIEDERICHSEN Singapore campus 2018-2019

Now Senior Director / Legal Counsel “I joined the program at a point in my career that I was becoming too specialized in areas like environmental law, corporate law and other ESG-related issues, and maybe neglecting the fact that there is much more out there. The LL.M. helped me update my knowledge of some things I had only seen during law school and gave me a good understanding of how the legal system works in the EU and in Singapore.The LL.M. was invaluable for me to find a job in Singapore and create roots here. From an overall perspective, I always say that the LL.M. opens many doors and fosters opportunities that, if you put some effort and use it well, can take you to anywhere you want.” point of view allowing students from all over the world to benefit from the knowledge imparted by the teachers. Lastly, as a Dominican lawyer focusing on corporate law and working with many international firms, graduating from the LLM has enabled me to comprehend the world of business law on an international plane and apply this new knowledge on the cases we see each day at the office.”

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Assas International

Ll.m. international business law    , complementary informations.

Paris campus

The LL.M. is taught at the Assas Centre in Paris. The University offers numerous services and an exhaustive library database, which provides students with the most modern learning environment, a wide range of sports and a brand new Health and Fitness Centre. Paris-Pantheon-Assas University advocates diversity and cultivates a true synergy between research, instruction, and application. The university welcomes nearly 2,500 foreign students (14% of the total enrolment), as well as inviting over 200 guest lecturers every year. This vital opening to the world is assured by a continuous exposure to other cultures, philosophies, and diversified approaches to learning.

Learn more about the Paris campus

Mauritius campus

The LL.M. is taught on the Pierrefonds Campus, Uniciti Education Hub in Mauritius. Facilities will be provided for candidates wishing to pursue an internship in parallel with the LL.M. For international students, the campus also provides assistance regarding visa procedures as well as accommodation.

Learn more about the Mauritius campus

Singapore campus

Assas International campus is hosted by INSEAD next to One North, an area dedicated to education, research, innovation and business industries. Facilities: library, multiple amphitheatres, printshop, wide and green outdoor areas, gym, restaurant, bars, etc.

Learn more about the Singapore campus

Dubai Campus

Our Dubai Campus is hosted by the DIFC Academy. The Academy is thus located in the heart of the DIFC, a renowned business center home to over 24,000 professionals working across 2,200 companies. In addition, the bustling financial district is home to fine dining, renowned art galleries amidst breathtaking architecture.

With dedicated facilities located in the bustling DIFC Gate Village, the DIFC Academy puts world-class technology and audio-visual infrastructure in the hands of students, lecturers and professors. With a wide range of flexible teaching spaces, from large auditoriums to smaller seminar rooms, The Academy serves all types of learning methods, teaching scenarios and delivery methods.

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Organisation of studies

Further studies.

Students are equipped with  a diverse set of skills  and knowledge  of several legal systems.

Dubaï Campus : Recrutement Dubaï 

Singapour   Campus : Recrutement Singapour

Alumni students

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Understanding the Legal Implications of Competition Law in International Business

Competition law plays a crucial role in regulating business conduct across international markets, guaranteeing a level playing field where companies can compete fairly and consumers can reap the benefits of innovation, lower prices, and increased choice. As businesses operate globally, they must navigate a complex web of regulations, each with distinct characteristics, to avoid anti-competitive practices, monopolies, and cartels. Effective enforcement of competition law is critical to promoting innovation, efficiency, and consumer welfare. Understanding the intricacies of competition law and its implications is necessary for businesses to guarantee compliance across borders and mitigate legal and financial risks, and exploring this topic further can provide valuable insights into the complexities of international business operations.

Table of Contents

Defining Competition Law

Competition Law

Competition law, a pivotal component of modern economies, regulates business conduct to promote fair market competition and protect consumers. This legal framework guarantees that companies operate in a free market environment, where economic efficiency is maximized. By prohibiting anti-competitive practices, such as monopolies and cartels, competition law fosters innovation, lowers prices, and increases consumer choice. The primary objective of competition law is to maintain a level playing field, where businesses compete on merit, rather than through unfair means. This, in turn, promotes economic efficiency, as resources are allocated effectively, and firms are incentivized to innovate and improve productivity. By regulating business conduct, competition law also prevents abuses of market power, which can stifle competition and harm consumers. Overall, competition law plays a fundamental role in promoting a free market economy, where competition drives innovation, efficiency, and growth.

Global Variations in Regulations

Regulatory frameworks governing competition law vary substantially across jurisdictions, reflecting differing economic, political, and cultural contexts. This diversity is shaped by unique historical, social, and institutional factors that influence the development of competition policies. As a result, businesses operating globally must navigate a complex web of regulations, each with its distinct characteristics.

• In the United States, competition law is primarily focused on promoting economic efficiency, while in the European Union, it is more concerned with protecting consumers and promoting social welfare.
• In Asia, countries like Japan and South Korea have adopted a more lenient approach to competition regulation, prioritizing economic growth and industrial development.
• In Latin America, regional disparities in economic development and cultural nuances have led to varying levels of competition law enforcement, with some countries adopting more stringent regulations than others.

Understanding these global variations is vital for businesses seeking to expand their operations internationally. By recognizing the regional disparities and cultural nuances that shape competition law, companies can better adapt their strategies to comply with diverse regulatory frameworks and minimize potential legal risks.

Mergers and Acquisitions Compliance

Numerous high-stakes transactions involving mergers and acquisitions (M&As) take place globally every year, with many of these deals requiring careful navigation of complex competition law frameworks. To guarantee compliance, parties involved in M&A transactions must carefully consider the implications of competition law on deal structuring. This involves evaluating the competitive landscape, identifying potential competition law risks, and developing strategies to mitigate these risks.

Regulatory scrutiny is a critical aspect of M&A compliance, as transactions may be subject to review by competition authorities in multiple jurisdictions. Parties must be prepared to provide detailed information about the transaction, including the competitive effects of the deal, and may be required to make commitments or divestitures to secure regulatory approval. Effective deal structuring and regulatory strategy can make the difference between a successful transaction and one that is blocked or subject to costly solutions. By understanding the complexities of competition law and regulatory requirements, parties can navigate the M&A process with confidence and minimize the risk of regulatory intervention.

Pricing Strategies and Abuses

In the wake of complex M&A transactions, companies must also navigate the intricacies of pricing strategies to guarantee compliance with competition law. Pricing strategies can be a minefield for companies, as they must balance their business objectives with the legal constraints imposed by competition law. Failure to do so can result in severe legal and financial consequences.

Companies must be aware of the potential risks associated with certain pricing strategies, including:

• Price Fixing : agreements between competitors to fix prices, which can lead to anti-competitive behavior and harm to consumers.
• Predatory Pricing : pricing below cost to eliminate competitors, which can be deemed abusive if it is intended to exclude competitors from the market.
• Discriminatory Pricing : charging different prices to different customers, which can be deemed discriminatory if it is not based on legitimate cost or service differences.

Companies must verify that their pricing strategies are transparent, non-discriminatory, and do not restrict competition. By doing so, they can minimize the risk of legal challenges and reputational damage.

Distribution Agreements and Restraints

A company's distribution agreements and restraints can be a crucial aspect of its business strategy, as they outline the terms and conditions under which products or services are sold, distributed, or resold. These agreements can impact a company's market share, revenue, and competitive position. Distribution restraints can take various forms, including exclusive territories, vertical restraints, and resale price maintenance.

It is imperative for companies to carefully draft and implement distribution agreements and restraints to avoid violating competition law and to guarantee compliance with relevant regulations.

Cartel Formation and Consequences

Cartel formation involves a complex process of coordination and cooperation among competing firms to restrict competition, often through secret agreements or tacit understandings. The consequences of cartel formation can be severe, leading to antitrust enforcement actions that may result in significant fines, penalties, and even criminal prosecution. To fully comprehend the implications of cartel formation, it is vital to examine the cartel formation process and the subsequent antitrust enforcement actions that follow.

Cartel Formation Process

Several factors converge to facilitate the cartel formation process, which typically unfolds in a clandestine manner to evade detection by competition authorities. This process often involves a complex interplay of economic, social, and psychological factors that create an environment conducive to cartelization.

Cartel incentives, such as increased profits and reduced uncertainty, can motivate firms to engage in collusive behavior. In addition, the absence of effective competition law enforcement and lack of transparency in industries can create an environment that fosters cartel formation.

• Industry characteristics, such as high concentration and barriers to entry, can facilitate cartel formation.
• Opportunistic events, such as economic downturns or changes in market conditions, can create an environment conducive to collusion.
• Personal relationships and social networks among executives can facilitate communication and coordination among cartel members.

The cartel formation process is often accompanied by sophisticated strategies to evade detection, making cartel detection a significant challenge for competition authorities. Understanding the factors that facilitate cartel formation is vital for developing effective strategies to prevent and detect cartels, and ultimately, to promote competition and consumer welfare.

Antitrust Enforcement Actions

Nearly every cartel formation process eventually culminates in antitrust enforcement actions, as competition authorities continually seek to detect and penalize collusive behavior. Cartel fines are a primary tool used to deter and punish anti-competitive conduct. These fines can be substantial, with some reaching into the billions of dollars. In addition to fines, competition authorities may also seek to impose other penalties, such as injunctions, divestitures, and reputational sanctions.

In response to antitrust enforcement actions, cartel members may engage in settlement negotiations with competition authorities. These negotiations can result in reduced fines, leniency agreements, or other forms of cooperation. Effective settlement negotiations require a deep understanding of the legal and factual issues at play, as well as the strategic interests of the parties involved. By engaging in settlement negotiations, cartel members can mitigate the risks and consequences of antitrust enforcement actions, while also cooperating with authorities to resolve the investigation efficiently. Ultimately, the goal of antitrust enforcement actions is to restore competition and protect consumers, and settlement negotiations can play a vital role in achieving this objective.

Abuse of Dominant Market Position

A dominant market position, characterized by a significant degree of market power, can be a double-edged sword. While it may provide a competitive advantage, it can also lead to abuses that stifle competition and harm consumers. The abuse of a dominant market position is a key concern in competition law, as it can undermine the competitive process and create barriers to entry for new firms.

Firms with significant market power may engage in exclusionary tactics to maintain or expand their position. These tactics can include:

• Predatory pricing, where a firm sets prices below cost to drive competitors out of the market
• Exclusive dealing, where a firm enters into agreements with suppliers or customers that exclude rivals
• Tying and bundling, where a firm requires customers to purchase multiple products or services together, making it difficult for competitors to enter the market

To prevent such abuses, competition authorities closely monitor the behavior of dominant firms and may impose penalties or solutions to restore competition. It is crucial for businesses to understand the boundaries of acceptable behavior and guarantee that their conduct does not infringe on competition law.

Competition Law Enforcement Agencies

Competition law enforcement agencies play a vital role in guaranteeing that firms comply with competition law, thereby maintaining a level playing field and promoting effective competition. These agencies are responsible for investigating and prosecuting cases of anti-competitive behavior, such as cartels, monopolies, and abuse of dominant market position. Effective enforcement of competition law is critical to promoting innovation, efficiency, and consumer welfare.

Competition law enforcement agencies also play a key role in setting enforcement priorities, allocating resources, and developing policies to address emerging competition issues. By understanding the roles and priorities of these agencies, firms can better navigate the complexities of competition law and guarantee compliance across different jurisdictions.

Ensuring Compliance Across Borders

Ensuring compliance across borders is a complex task that requires traversing cross-border regulatory hurdles, where differing legal frameworks and jurisdictional requirements can create obstacles for companies operating globally. Effective jurisdictional compliance strategies are vital to mitigate these risks, ensuring that businesses can operate seamlessly across borders while maintaining compliance with diverse regulatory regimes. By examining the intricacies of cross-border compliance, companies can develop tailored strategies to address the unique challenges posed by varying legal and regulatory environments.

Cross-Border Regulatory Hurdles

Scores of multinational corporations and businesses operating across borders face a myriad of regulatory hurdles that can substantially impede their ability to comply with competition laws and regulations. These hurdles can manifest in various forms, including disparate national laws, conflicting jurisdictions, and varying enforcement standards.

• Divergent border controls and trade barriers can create significant compliance challenges, particularly in regions with complex customs procedures or restrictive trade policies.
• Inconsistent application of competition laws across jurisdictions can lead to uncertainty and ambiguity, making it difficult for businesses to navigate the regulatory landscape.
• Language and cultural barriers can further exacerbate these challenges, hindering effective communication and collaboration between regulatory authorities and businesses.

To overcome these hurdles, businesses must develop a deep understanding of the regulatory frameworks governing their operations in each jurisdiction, as well as the nuances of local laws and regulations. By doing so, they can proactively identify potential compliance risks and implement strategies to mitigate them, ensuring seamless operations across borders.

Jurisdictional Compliance Strategies

Traversing the complexities of cross-border operations necessitates a multifaceted approach to jurisdictional compliance. Ensuring compliance across borders requires a thorough understanding of the legal landscape in each jurisdiction, as well as a robust framework for managing compliance risks.

Effective jurisdictional compliance strategies involve a combination of compliance mapping, risk profiling, and proactive risk mitigation. Compliance mapping involves identifying and mapping the relevant competition laws and regulations in each jurisdiction, while risk profiling involves evaluating the likelihood and potential impact of non-compliance.

Frequently Asked Questions

Can companies be held liable for competitors' anticompetitive actions.

Companies can be held liable for competitors' anticompetitive actions under certain circumstances, such as Joint Liability, where they are deemed to have contributed to the infringement, or Vicarious Liability, where they have a sufficient degree of control over the infringing party.

Do Whistleblower Protections Extend to International Competition Law Violations?

Whistleblower protections may extend to international competition law violations, facilitating global enforcement, as cross-border claims increasingly involve complex jurisdictional issues, necessitating harmonized protection mechanisms to guarantee effective reporting and cooperation among authorities.

Can Competition Law Be Used to Protect Intellectual Property Rights?

Competition law can be leveraged to safeguard intellectual property rights by enforcing Patent safeguards, thereby protecting IP protection from anti-competitive practices, such as patent trolling, and ensuring fair market competition.

Are There Defenses for Unintentional Competition Law Violations?

In the event of unintentional competition law violations, defenses may include demonstrating implementation of robust Compliance Programs and exercising Due Diligence in business practices, which can mitigate liability and penalties, highlighting a commitment to ethical competition.

Can Companies Recover Damages for Competition Law Violations Abroad?

Companies may recover foreign damages for competition law violations, but jurisdictional issues often arise, necessitating careful evaluation of applicable laws and treaties to determine the appropriate forum and quantify recoverable damages.

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