Course Catalog | University of Michigan Law School (2024)

This course introduces the basic concepts and methods used in the preparation of the four corporate financial statements (the balance sheet, income statement, statement of cash flows, and statement of stockholders' equity). In this process, the course will also develop the accounting treatment of specific items such as long-term assets, inventory, sales, receivables, and debt securities. The course will use actual corporate financial statements of Fortune 500 companies and will provide students the tools necessary to understand such statements as well as some of the basic footnote disclosures associated with such statements.
Students who have substantial background in financial accounting or who have taken classes in financial accounting are ineligible to take or receive credit for this course for a grade. However, students who took only an introductory class in financial accounting a significant amount of time ago may request permission from the instructor to take the course for a grade.

• Type: Upper Class

Administrative law as a field has focused, somewhat myopically, on the role of federal courts in reviewing and constraining agency action. This judicial focal point should come as no surprise. Federal courts, after all, serve as a critical bulwark in the modern regulatory state. This seminar, however, explores how it is a mistake to fixate just on courts. So much of administrative law happens without courts. Put differently, federal agencies regulate us in many meaningful, and sometimes frightening, ways that either evade judicial review entirely or are at least substantially insulated from such review. This seminar surveys recent scholarly work on administrative law and regulatory practice to better understand this concept of bureaucracy beyond judicial review. Each week we will focus on a different aspect of the modern regulatory state.

• Type: Seminar

Students are enrolled by invitation only, after having expressed interest to one of the experiential education faculty or administrators. Students will receive between 2 to 5 credits, to be determined by the faculty member and students.

• Type: Externship

This graded course gives a select group of students who have excelled in a Problem Solving Initiative (PSI) class the chance to spend another semester, under faculty supervision, working on the subject matter of that PSI class. The course is designed to give students a more in-depth problem solving experience at a higher level of sophistication than may have been possible during their original PSI classes. Students may only enroll following PSI faculty invitation. Faculty and invited students determine the number of credits to be awarded.

• Type: Problem Solving Initiative

This course explores Africa's interactions with and influences on the international legal system. It will begin with an overview of select pre-colonial societies. From there, the course will investigate the international legal and political economy justifications of the slave trade. Next, we will study the legal processes of colonization and state formation, including the transplantation of imported legal systems. The course will then explore the international law doctrine of self-determination and its implications for African decolonization and self-rule during the early and formative periods of the United Nations. Finally, we will consider Africa's place in and influence on the global legal system from the post-independence period to the present through the prism of specific case studies to be selected jointly by students.
The course assumes no prior knowledge and/or personal experience of Africa. Requirements include regular participation in class discussions and completion of a joint research project.

• Type: Upper Class

This course is designed to teach all students, however they plan to use their law school education, the skills necessary to creatively solve problems in whatever professional context they might arise. We use the classic James Harr’s A Civil Action (Vintage 1996) to teach the interpersonal, communication and analytical skills lawyers need to become successful problem solvers. This story demonstrates how Jan Schlichtmann could have achieved a more successful outcome for his clients if only he had applied these basic skills in that case. With this foundation, we develop an understanding of problem- solving methodology and the use of negotiation and mediation, two of the primary ADR processes for solving problems. Experiential learning is the fundamental teaching method. Students will learn to apply negotiation and mediation theory in simulated exercises with students playing the roles of negotiator, mediator, advocate and client in these simulations. Students receive feedback on their performance based on in-class faculty observation as well a post-exercise class discussion. Arbitration is the third process within the ADR constellation. We begin with a discussion of ad how to determine whether arbitration is an appropriate process for solving a client's problem. Then, we focus on the legal infrastructure of arbitration, the Federal Arbitration Act and recent cases that have shaped the current arbitration legal landscape. We also discuss legislative efforts to address issues of fairness in arbitration, particularly focusing on mandatory class action waivers and their impact on consumers and employees. The course concludes with a discussion of other creative ways to resolve disputes, including the use of the apology and its use at the University of Michigan Hospital to address claims of medical malpractice.

• Type: Practice Simulation

This simulation course is a practicum, taught by a veteran federal court, state court and arbitration tribunal trial lawyer, which will take students from the initial drafting of a complaint and answer in a hypothetical commercial case through trial, jury verdict and post-judgment motions. Students, working together both individually and as teams, will strategize the complaint allegations to be filed and the responses to those allegations; will draft pleadings and papers in pursuance of the claims and defenses; will file dispositive motions; will conduct written discovery and depositions; will participate in a pretrial conference; will file and respond to dispositive motions; will attend a pretrial conference and a settlement conference; and will then prepare for and participate in trial, including presentation of voir dire questions and peremptory challenges, opening and closing statements, direct examination and cross-examination, evidentiary objections and responses thereto and motions for directed verdict and responses thereto at the close of proofs. While the course will have some theoretical discussion about the art of persuasion, the primary emphasis will be on a hands-on approach that is designed to mirror, as much as possible, what a student's experience will be like in prosecuting or defending a commercial case when he or she is a practicing lawyer.
More and more hiring law firms are expecting law students to be as "trial ready" as possible when they enter private practice and join their firms' litigation departments. This course aims to provide students with that experience.

• Type: Practice Simulation

This class takes a broad view of art and artists. We will survey the law's relationship to high art, emerging artists, and mass culture, and look at disputes that center on a wide swath of creative works, from photography, video games, and graffiti to sculpture, dolls, and sneakers. We'll discuss doctrines drawn from legal fields relevant to content production (e.g., copyright, First Amendment, and trademarks), and explore key contractual issues faced by members of the creative community. The course also includes a transactional component, and simulates contract negotiation and drafting.

• Type: Upper Class

Artificial intelligence (AI) is increasingly pervasive in areas of legal concern, including lethal autonomous weapons systems ("killer robots"), autonomous vehicles, medical diagnostic algorithms, criminal sentencing, predictive policing, welfare distribution, consumer manipulation, and content moderation. This seminar will provide an introduction to the field of how the law treats AI. We will consider what AI is, how the law shapes its development and regulation generally, and implications in some specific subject matter areas. Please note that we will not focus on AI as a tool of legal practice (e.g., e-discovery). Readings will include legal scholarship, scholarship from other fields, and (to a lesser extent) cases, statutes, regulations, and other materials as appropriate. No technical background is required, but you must be willing to engage with the technology. Class will be centered on robust discussion, with occasional guests, informed by the readings, response papers, and student discussion questions. Students have the option of writing a longer term paper rather than shorter response papers for an additional credit.

• Type: Seminar

An examination of the law, the practice, and the current legal issues in bankruptcy, particularly in business bankruptcy.

• Type: Upper Class

Human trafficking encompasses all forms of compelled labor or services and it occurs around the world. The Business and Human Rights Lab (BHR) works to combat human trafficking by:
(1) assisting responsible business entities in understanding, preventing, and remediating any adverse human rights impacts of their operations, including forced labor; and (2) developing disruptive, systemic solutions to reduce vulnerability to trafficking and forced labor.
Law students enrolled in the BHR will engage in a combination of legal, compliance, and systemic reform work. The legal and compliance work of BHR will revolve around understanding current and prospective human rights due diligence-aligned legislation and developing tools for use by companies to comply with these regulations. The reform work of the BHR focuses on creating change at policy, service, and industry levels through collaborative partnerships across the nonprofit, corporate, and governmental sectors. BHR students work side-by-side with students enrolled in the Human Trafficking Clinic to develop and execute their projects.
Overall, students in the BHR will learn and practice collaboration, problem solving, and corporate client risk assessment and advisory skills. Students are responsible, under supervision, for all of the cases and projects within the BHR.
The BHR is a year-long commitment. Students earn 7 credits in the Fall and 4 credits in the Winter. The BHR meets the New York Pro-Bono requirement.

• Type: Clinic

Human trafficking encompasses all forms of compelled labor or services and it occurs around the world. The Business and Human Rights Lab (BHR) works to combat human trafficking by:
(1) assisting responsible business entities in understanding, preventing, and remediating any adverse human rights impacts of their operations, including forced labor; and (2) developing disruptive, systemic solutions to reduce vulnerability to trafficking and forced labor.
Law students enrolled in the BHR will engage in a combination of legal, compliance, and systemic reform work. The legal and compliance work of BHR will revolve around understanding current and prospective human rights due diligence-aligned legislation and developing tools for use by companies to comply with these regulations. The reform work of the BHR focuses on creating change at policy, service, and industry levels through collaborative partnerships across the nonprofit, corporate, and governmental sectors. BHR students work side-by-side with students enrolled in the Human Trafficking Clinic to develop and execute their projects.
Overall, students in the BHR will learn and practice collaboration, problem solving, and corporate client risk assessment and advisory skills. Students are responsible, under supervision, for all of the cases and projects within the BHR.
The BHR is a year-long commitment. Students earn 7 credits in the Fall and 4 credits in the Winter. The BHR meets the New York Pro-Bono requirement.

• Type: Clinic

This course concerns the law, economics, and institutions of financial trading markets, such as markets for stocks and bonds, which provide "capital" or financing for businesses in the economy. These markets serve vital social functions, including facilitating trade and incorporating information into prices, which serve as guides for the real economy. The course will begin with the major institutions of financial trading markets. It will then address the economic theory that explains their dynamics. These segments lay the groundwork for a more informed discussion of the substantive law that governs capital markets. In particular, we will consider (1) the regulation of market structure; (2) contemporary controversies regarding the modern stock market, such as high-frequency trading and dark pools; and (3) the regulation of misconduct by traders, including manipulation and insider trading.
By the end of the course, students should be equipped to analyze with sophistication important law and public policy issues, such as high frequency trading, dark pools, and market structure. The class is a blend of statutory and case law, economics, and public policy. It should be of value to any student interested in a career involving the capital markets, securities, or with an interest in the functioning and social value of markets.
This course focuses on trading markets, in contrast to Securities Regulation, which focuses on the regulation of the issuers of stocks and bonds, and their agents, in connection with the offering of securities.

• Type: Upper Class

The Child Advocacy Law Clinic provides students with an in-depth, interdisciplinary experience representing parents and children involved in the foster care system as well as children in custody cases. With close support and supervision of an interdisciplinary faculty, students address the complex legal, social, emotional, ethical, and public policy questions of when and how the state ought to intervene in family life on behalf of children. The clinic seeks to introduce students to their new lawyer identity, the substantive and skill demands of this new role, and the institutional framework within which lawyers operate. Building on the field experience of actual case handling as a basis for analysis, it seeks to make students more self-critical and reflective about various lawyering functions they must undertake. Students are asked to integrate legal theory with real human crises in the cases they handle. Students will develop habits of thought and standards of performance and learn how to learn from raw experience for their future professional growth. Students must enroll for the 4-credit clinic and the 3-credit seminar, taken concurrently. The clinic meets the New York Pro-Bono requirement and fulfills the Law School's professional responsibility requirement for graduation, but does not fulfill the New York State Bar ethics requirement.

• Type: Clinic

The Child Advocacy Law Clinic provides students with an in-depth, interdisciplinary experience representing parents and children involved in the foster care system as well as children in custody cases. With close support and supervision of an interdisciplinary faculty, students address the complex legal, social, emotional, ethical, and public policy questions of when and how the state ought to intervene in family life on behalf of children. The clinic seeks to introduce students to their new lawyer identity, the substantive and skill demands of this new role, and the institutional framework within which lawyers operate. Building on the field experience of actual case handling as a basis for analysis, it seeks to make students more self-critical and reflective about various lawyering functions they must undertake. Students are asked to integrate legal theory with real human crises in the cases they handle. Students will develop habits of thought and standards of performance and learn how to learn from raw experience for their future professional growth. Students must enroll for the 4-credit clinic and the 3-credit seminar, taken concurrently. The clinic meets the New York Pro-Bono requirement and fulfills the Law School's professional responsibility requirement for graduation, but does not fulfill the New York State Bar ethics requirement.

• Type: Clinic

Students in the child welfare appellate clinic will get an opportunity to improve their writing, research and oral advocacy skills by representing parents in direct appeals to the Michigan Court of Appeals of orders terminating their parental rights. Students, working in teams of two, will handle all aspects of the appellate case including reviewing the record, researching the legal issues, preparing the brief and handling the oral argument. Students may also have an opportunity to work on drafting amicus briefs and applications to the Michigan Supreme Court. The five-credit clinic will be co-taught by clinical professor, Vivek Sankaran and legal practice professor, Tim Pinto. There are no prerequisites for the course. The Child Welfare Appellate Clinic meets the New York Pro-Bono requirement. CWAC is a 5 credit course of which all credits are graded.
The Clinic fulfills the Law School's professional responsibility requirement for graduation, but does not fulfill the New York State Bar ethics requirement.
For students who matriculated in or after May 2016, the Clinic can either fulfill the Law School's professional responsibility requirement for graduation, fulfill the upper-level writing requirement, or the credits can count toward the Experiential Learning requirement -- it cannot be used to fulfill more than one of these three particular requirements.

• Type: Clinic

This course covers the basic institutions of civil litigation in an adversary jury trial system. It explores the different procedural devices that arise out of the relationships among the parties, the judge, and the jury. Many litigation topics are covered, including issues relating to pleadings, discovery, other pretrial procedures, joinder, preclusion, and jurisdiction.

• Type: First Year Required

Professor Chaney's section: This course will explore the practical, conceptual and procedural mechanics of civil rights practice through mock litigation of one or more simulated case studies. Students will engage the stages of litigation, including claim and defense development, preparing and answering pleadings, crafting written discovery, conducting effective depositions, and presenting oral argument, while exploring the nuanced issues that arise in civil rights practice, including client management, dealing with client and personal trauma and triggers, establishing noneconomic harm, and collaborative practice.
Professor Steinberg's section: This course examines how civil rights lawyers use federal civil rights litigation to address contemporary social problems. Students will develop and litigate a simulated case based on an actual racial profiling controversy in Ann Arbor. They will gain experience in client interviewing, public records requests, complaint drafting, responding to motions to dismiss, oral argument, depositions and negotiations. Students will learn how to overcome the many procedural obstacles to justice posed by 42 U.S.C. section 1983 and explore the ethical issues faced by public interest lawyers when representing clients in civil rights cases. The course will also emphasize how litigation can be most effective in achieving social change when it is a part of an "integrated advocacy" campaign that includes public education, legislation and/or community action.

• Type: Practice Simulation

Students litigate civil rights cases addressing issues such as: racial justice, police misconduct, voting rights, fair housing, student rights, free speech, women's rights, LGBT rights, immigrant rights, ethnic and religious discrimination, disability rights, and the right to privacy. Taught by the former long-time legal director of the ACLU of Michigan, the goal of the course is to prepare students to use the law to advance social justice. Students will have the chance to litigate civil rights cases on behalf of individuals as well as larger impact cases.
Students, under faculty supervision, will gain experience in many of the following areas: working with impacted communities to identify injustices; researching and developing winning legal theories; interviewing potential clients; writing public record requests and demand letters; drafting complaints; researching and writing briefs; arguing motions; taking depositions and engaging in other discovery; negotiating settlements; trying cases; drafting appellate briefs; and arguing appeals. It is anticipated that students will work primarily in federal court and will learn how to avoid the many procedural minefields that civil rights litigants face when seeking injunctive relief or recovering damages under 42 U.S.C. section 1983.
The course will also emphasize how litigation can be most effective in achieving change when it is part of an "integrated advocacy" campaign that includes public education, legislation and/or community action. Students will be encouraged to work in coalitions and with community groups to win not only in the court of law, but also in the court of public opinion.
The Civil Rights Litigation Practicum (Law 807) is a recommended but not required prerequisite for the Civil Rights Litigation Initiative. Students must take the Initiative for a letter grade; it is ineligible for letter grade conversion to pass ("P") election. It fulfills the Law School's professional responsibility requirement for graduation and the New York Pro-Bono requirement, but not the New York State Bar ethics requirement. The Initiative can either fulfill the Law School's professional responsibility requirement for graduation or the credits can count toward the Experiential Learning requirement, but not both.

• Type: Clinic

Civil Rights: Latinos and the Law addresses legal norms and events that have shaped -- and been shaped by -- the experience of LatinX people in the United States. On the heels of conquest, colonization, and immigration, the LatinX community has consistently turned to law and legal processes, as well as activism and the arts. This course will explore historical and current legal and public policy concerns in such areas as lawyering, policing, immigration, education, land rights, voting, labor, employment, and health law. The course will involve traditional (a Casebook with excerpts from published opinions and historical sources) and non-traditional (music, film, art, poetry) materials, through which students will confront invisibility, resistance, assimilation, identity-formation, cross-racial alliances (and tensions), gender, indigeneity, Blackness, and the legacies of colonization and slavery.

• Type: Seminar

Students in the Civil-Criminal Litigation Clinic and Veterans Legal Clinic attend class and practice law together. Students learn the fundamentals of litigation, which are readily transferable to any substantive area of practice or practice setting, from big law to legal services. They do so by litigating multiple real cases as first-chair attorneys on behalf of indigent clients, some of whom are veterans, and all of whom have a disproportionately high need for legal assistance. Students must concurrently enroll in the corresponding 4-credit Clinics course and 3-credit Clinics seminar (LAW 920 AND LAW 921).
The civil caseload changes term to term, but typically includes landlord-tenant, consumer, family law, public benefits, employment and employment discrimination, disability, contracts, torts, public benefits, civil rights, and military discharge cases. We try to keep a wide mix of work, from simple one-issue cases to large, complex cases raising issues of first impression. On the criminal side, students handle misdemeanor cases and post-conviction felony appeals and criminal record expungements.
Students have "first-chair" responsibility for their cases and primary responsibility for their clients. Under faculty supervision, students do all the legal work, including interviewing, counseling, legal research, discovery, negotiation with opposing counsel, motion practice and argument, bench and jury trials, and appeals. Students may handle cases in state district, circuit, and probate courts, as well as the federal district courts, state and federal administrative agencies, and appellate courts.
Both the seminar and fieldwork are graded. The Clinics meet the New York State Bar pro bono requirement (https://www.law.umich.edu/clinical/generalclinic/Pages/default.aspx). The Clinics seminar fulfills the Law School's professional responsibility requirement for graduation but does not fulfill the New York State Bar ethics requirement.

• Type: Clinic

Students in the Civil-Criminal Litigation Clinic and Veterans Legal Clinic attend class and practice law together. Students learn the fundamentals of litigation that are readily transferable to any substantive area of practice or practice setting, from big law to legal services. They do so by litigating multiple real cases as first chair attorney on behalf of indigent clients, some of whom are veterans. Students must concurrently enroll in the corresponding 4-credit Clinics course and 3-credit Clinics seminar (LAW 920 AND LAW 921).
The Clinics' seminar component helps students develop fundamental litigation skills. Students participate in multiple simulations covering everything from interviewing to negotiation, multiple simulated courtroom exercises, and a mock jury trial at the end of the term. Other class sessions cover the role of the lawyer, ethical issues in law practice, client-centered lawyering, the adversarial process, issues affecting the Clinics' client populations, and case rounds. Both the seminar and fieldwork are graded. The Clinics meets the New York State Bar pro bono requirement (https://www.law.umich.edu/clinical/generalclinic/Pages/default.aspx). It also fulfills the Law School's professional responsibility requirement for graduation but does not fulfill the New York State Bar ethics requirement.

• Type: Clinic

The purpose of this class is to familiarize students with the theoretical and practical aspects of collective bargaining and arbitration. Students will be assigned negotiation projects, asked to write arbitration awards and draft other documents commonly used in collective bargaining and arbitration.

• Type: Practice Simulation

The CEC is one of the law school's transactional legal clinics and prepares students for corporate and transactional practice in all sectors, including the private and nonprofit sectors. The CEC's mission is to promote economic, racial, and social justice and community and economic development in Detroit and other disinvested urban areas of the region. The clinic supports vibrant, diverse, and sustainable communities by providing transactional legal assistance to neighborhood-based small businesses, nonprofit organizations, community-based organizations, and social enterprises. Student attorneys interact with clients, normally represent multiple clients, and assume primary responsibility for all matters affecting their clients under close faculty supervision.
The CEC works with both start-up and established clients primarily in these areas:
* Entity formation, structuring, and governance
* Drafting, negotiating, and reviewing contracts and other agreements
* Tax
* Intellectual property
* Regulatory compliance
* Real estate and land use
* Employment
* Risk management
Student attorneys gain practical lawyering experience in the CEC. Student attorneys interview and counsel clients; develop and plan client strategy; draft legal documents, memos, and correspondence; manage relationships with clients, counterparties, co-counsel, and colleagues; identify legal issues, research them, and evaluate different alternatives; negotiate agreements; and implement client decisions. Student attorneys assess their own work and receive detailed feedback from CEC faculty in weekly meetings. The weekly seminar is a time for discussion of lawyering and client issues, including issues facing under-resourced communities in the Detroit metropolitan area and nationally, and the role race and racism have played in creating and continuing the adverse conditions in these communities and the processes of community and economic development in these urban areas.
The CEC prepares students for careers in corporate, government, or public interest practice. There are no formal prerequisites. Knowledge of business law, including the substantive law of enterprise organizations, tax, nonprofit, land use, intellectual property and employment is not necessary, but may be helpful.
Students receive seven credits for the Clinic: three for the seminar and four for the client work. Each component is graded separately. The CEC meets the New York Pro Bono requirement.
The Clinic seminar fulfills the Law School's professional responsibility requirement for graduation, but does not fulfill the New York State Bar ethics requirement.

• Type: Clinic

The CEC is one of the law school's transactional legal clinics and prepares students for corporate and transactional practice in all sectors, including the private and nonprofit sectors. The CEC's mission is to promote economic, racial, and social justice and community and economic development in Detroit and other disinvested urban areas of the region. The clinic supports vibrant, diverse, and sustainable communities by providing transactional legal assistance to neighborhood-based small businesses, nonprofit organizations, community-based organizations, and social enterprises. Student attorneys interact with clients, normally represent multiple clients, and assume primary responsibility for all matters affecting their clients under close faculty supervision.
The CEC works with both start-up and established clients primarily in these areas:
* Entity formation, structuring, and governance
* Drafting, negotiating, and reviewing contracts and other agreements
* Tax
* Intellectual property
* Regulatory compliance
* Real estate and land use
* Employment
* Risk management
Student attorneys gain practical lawyering experience in the CEC. Student attorneys interview and counsel clients; develop and plan client strategy; draft legal documents, memos, and correspondence; manage relationships with clients, counterparties, co-counsel, and colleagues; identify legal issues, research them, and evaluate different alternatives; negotiate agreements; and implement client decisions. Student attorneys assess their own work and receive detailed feedback from CEC faculty in weekly meetings. The weekly seminar is a time for discussion of lawyering and client issues, including issues facing under-resourced communities in the Detroit metropolitan area and nationally, and the role race and racism have played in creating and continuing the adverse conditions in these communities and the processes of community and economic development in these urban areas.
The CEC prepares students for careers in corporate, government, or public interest practice. There are no formal prerequisites. Knowledge of business law, including the substantive law of enterprise organizations, tax, nonprofit, land use, intellectual property and employment is not necessary, but may be helpful.
Students receive seven credits for the Clinic: three for the seminar and four for the client work. Each component is graded separately. The CEC meets the New York Pro Bono requirement.
The Clinic seminar fulfills the Law School's professional responsibility requirement for graduation, but does not fulfill the New York State Bar ethics requirement.

• Type: Clinic

The course involves a study of human rights issues drawing on material primarily from Europe and North America, and the Commonwealth. The course considers the meaning of particular human rights and their significance in theory and in practice, and the efficacy of the legal institutions designed to protect them. Several specific substantive issues (minority rights, freedom of speech, privacy, and equality) will be studied in depth to illustrate the complex interplay between theory, legal concepts and procedure, and between legal and non-legal sources of protection. It will draw on international human rights law, but will not be confined to it. The course as a whole will aim to provide the opportunity for in-depth comparative study, during which the appropriateness and utility of comparative legal techniques will be considered. There is no expectation that those taking the course will have taken any other course previously.

• Type: Upper Class

This practice simulation course introduces complex transactions through negotiation of critical terms in a variety of corporate, real estate and technology transactions. Students will learn: (1) the process that leads from letters of intent to closing documents; (2) methods and tactics for negotiation of critical terms; and (3) substantive and commercial issues in many terms common to a variety of transactions (such as disclosures and due diligence, representations, warranties, protection and licensing of intellectual property, confidentiality, compliance, indemnities, liability limits, dispute resolution and remedies). Written exercises and mock negotiations are supplemented with discussion of underlying legal considerations and business risks; negotiation strategies and tactics; and the roles of brokers, bankers, consultants and other intermediaries. Course work and exercises involve letters of intent, term sheets and contracts adapted from practice. Students will review, comment upon, revise and negotiate contract terms, much as they will in practice. Grades are based upon classroom participation and negotiation and written exercises. The course is highly recommended for students interested in other transactional courses and sophisticated business practice.

• Type: Practice Simulation

This course is an introduction to commercial and consumer law and lays the foundation for advanced study in commercial transactions, corporations, restitution, consumer credit, and investment securities. Substantively, the Contracts course deals with how contracts are formed, which contracts are valid, when a contract has been breached and the various remedies for breach, including damages, specific performance, and restitution. The course is also designed to introduce the student to legal methodology and the techniques of statutory interpretation, particularly in connection with the Uniform Commercial Code.

• Type: First Year Required

Corporate and White Collar Crime is a vast and rapidly growing field of law. This course explores its core structures, development over time, key substantive areas of regulation and enforcement, the role of prosecutorial discretion, the growth of compliance efforts and internal investigations, and matters of strategy for both prosecutors and defense counsel as well as recent issues and those on the horizon.
Our journey begins by describing the key doctrines of corporate and white collar crime and examining how this field of law has grown historically, politically and comparatively. This will also involve attempting to understand its economic significance. We then explore a number of substantive areas of law that form the primary focus of corporate and white collar crime practice. This includes mail & wire fraud, securities fraud and insider trading, the Foreign Corrupt Practices Act and bribery more generally, money laundering and financial institution crime, perjury and obstruction, topics in environmental crime, and RICO. Following this we detail the primary procedural and sanctioning issues that arise, including many Constitutional protections that may be implicated. We then delve into the institutional architecture of this field by discussing enforcement practice and the rise of deferred prosecution agreements and certain official U.S. Department of Justice memos describing enforcement policy and practice. This will include discussion of the rise of compliance efforts, internal investigations, and some of the issues these may raise (e.g., Upjohn warnings, attorney-client privilege, systems of information gathering).
We then address issues of strategy for prosecutors and defense counsel through not only readings, but also interactions with those in practice. We conclude by examining both recent issues and those likely to arise in the near future including the globalization of corporate and white collar crime.
Students should have completed #657 Enterprise Organization or #723 Corporate Lawyer: Law & Ethics (or be doing either concurrently with this class) or have obtained prior permission from the instructor to enroll.

• Type: Upper Class

Corporate Reorganization takes up advanced topics in restructuring across a broad array of disciplines ranging from governance to game theory to prospect theory to restructuring, and to jurisdiction. Basic bankruptcy is not a prerequisite, but all students must agree to call out if I say something they do not understand. The course identifies dominant causes of business failure or distress, and analyzes how (a) corporate governance enhanced by the best business research of the last 20 years can mitigate or avoid failure and (b) chapter 11 resolves failure/distress and impacts out-of-court resolutions. We do this by reference to governance and business research, jurisprudence, and articles about failures in the auto, steel, financial, and manufacturing industries, and industries subject to mass tort liability. In formulating resolutions of distressed situations, we apply chapter 11 resolutions as a baseline against which out-of-court resolutions are compared. The course is designed to show that optimal restructuring is a multidisciplinary undertaking, even within its legal framework. Emphasis is put on governance jurisprudence, bankruptcy jurisprudence, statutory interpretation, the constitutional limits of the bankruptcy power, the psychology of restructuring, and the use of litigation.

• Type: Upper Class