Course Descriptions — A through I

This course covers the statement of changes in financial position, ratio, and other analysis and how to read a financial statement. Ordinarily not open to persons with more than six credits of college accounting. (Grades in Accounting I and II are not used in computing weighted grade averages, and no credit is awarded for grades below seventy.)

The administrative process, rules and rule making, inspections and investigations, administrative hearings, rules of evidence, presumptions, burden of proof, formal and informal actions, orders, the right to, methods of obtaining, and scope of judicial review are examined.

This seminar will cover two main topics: Taxation of Executive Compensation and Corporate Mergers & Acquisitions.

This course examines issues that arise in the formal processing of a criminal case. Statutes, case law, and rules will be discussed concerning bail and preventive detention, discretion to prosecute, speedy trial, discovery, double jeopardy, plea bargaining, trial by jury, confrontation, cross examination, and the exercise at trial of the privilege against compelled self-incrimination.

This seminar provides students with the opportunity to delve into advanced aspects of trial practice theory through research, writing and class presentations. The seminar will closely examine scientific evidence, including concerns raised by the increasing use of experts and the importance of cutting edge scientific, empirical or statistical proof, including DNA evidence. Students will select topics for individual exploration.

This course is designed to continue the examination of the basic substantive provisions of the federal income tax law begun in Basic Federal Income Taxation, including the following general topics: income splitting and assignment, realization and recognition of gain and loss, capital transactions, the investment credit, and other taxable entities.

Prerequisites: CCLAW 986 Federal Securities Regulation

The process and techniques of research necessary for the practice of law are explored from historic, conceptual, and practical perspectives. The tools of legal research, including technology based sources, are investigated in detail. Skills needed to research factual issues will also be developed.

Students work with case files through written exercises and classroom simulations to gain a thorough understanding of the procedural rules and advocacy tools used in the pretrial stages of litigation. The course grade is based upon class participation and the written exercises.

This course will examine various British and American legal institutions and issues through a historical perspective. Topics likely to be covered include: (1) the development of Anglo-Saxon Common Law; (2) leading Anglo-American judges, commentators, and historians; (3) political/legal conflicts; (4) problems of wealth, poverty, and race; and (5) the legal profession and legal education. This course will attempt to develop greater awareness of the antecedents of modern legal doctrine and of long-term trends such as the expanding role of government and the "nationalization" of law and legal institutions.

This course is principally an examination of antitrust law and policy in the U.S. as evolved through prosecutions by the U.S. Department of Justice and the Federal Trade Commission. There is brief coverage of: (a) European Union and Canadian competition laws plus evolving proposals for supranational norms; and (b) leading market regulatory schemes such as those affecting marketing of foods, drugs, textiles, toxic substances, securities, and consumer products. In the antitrust area, commercial conduct alleged to violate price fixing, market allocation, tying, exclusive dealing, asset acquisition, and price discrimination norms are considered at length with some attention to state antitrust law.

Banking Regulation (CCLAW 957) — 2 credits

This course will focus on banks as financial intermediaries and compare them to other depository institutions and to both the securities and insurance industries. The dual banking system of state and federal regulation will be covered as to bank formation, powers, antitrust considerations, mergers, and geographic restrictions on business location. The course will explore the types of ownership of banks and the regulation of bank-holding companies and their subsidiaries engaged in nontraditional banking activities. The course will include deposit insurance systems and the problems of troubled banks.

Prerequisites: None

This course examines the basic substantive provisions of the federal income tax law. Included are the following general topics: gross income, exclusions, deductions, depreciation, basis, tax accounting, and other provisions affecting situations encountered by attorneys in general practice.

Prerequisites: None

This course will provide students a comprehensive understanding of the legal issues posed by developments in genetic technologies. The course will provide an overview of the history and technical foundations of the field and examine the legal dimensions of biotechnology. Generally, the course will examine how the law reacts to legal problems that arise from new technologies and examine whether the law is capable of anticipating such problems and acting prospectively.

Business Bankruptcy (CCLAW 962) — 2 credits

This course will explore the application of the Bankruptcy Code to corporations and other business entities, with a focus on the reorganization of businesses under Chapter 11 of the Bankruptcy Code. The course will emphasize statutory interpretation and the careful reading of Code provisions. The course will also focus on the practical aspects of bankruptcy practice, including ethical issues that arise. Debtor-Creditor is a prerequisite. Corporations is recommended but not required.

Prerequisites: CCLAW 961 Debtor and Creditor Law

Business Planning for Mergers and Acquisitions I (CCLAW 964) — 3 credits

This course first focuses on various topics that are important in M&A transactions involving both closely-held and publicly-held corporations, including directors duties, shareholder voting and dissenters' rights, basic issues under the Federal securities laws, fundamentals of Federal income taxation and accounting, use of modern valuation techniques, including DCF and CAPM, in M&A, and basic issues in antitrust and pre-merger notification. The course then turns to an analysis of various forms of negotiated acquisition, including acquisitions of stock and assets of closely-held corporations and acquisitions of publicly-held corporations in negotiated transactions. The course is based on the first half of Thompson, Business Planning for Mergers and Acquisitions: Corporate, Securities, Tax, Antitrust, International, and Related Aspects (2008).

Prerequisites: CCLAW 963 Corporations Recommended

Business Planning for Mergers and Acquisitions II (CCLAW 965) — 3 credits

This course builds on the topics covered in Business Planning for Mergers and Acquisition I, and is based on the second half of Thompson, Business Planning for Mergers and Acquisitions: Corporate, Securities, Tax, Antitrust, International, and Related Aspects (2008). The course starts with an examination of leveraged buyouts, and then focuses on the drafting of various types of acquisition agreements. The course then looks at proxy contests and then turns to hostile takeovers and going private transactions regulated by the Williams Act provisions of the Securities Exchange Act of 1934. The course then looks at special topics in M&A, including spinoffs, international M&A, bank acquisitions, acquisitions of public utilities, bankruptcy acquisitions, joint ventures and ethics issues in M&A.

Prerequisites: CCLAW 963 Corporations and CCLAW 964 Business Planning for Mergers and Acquisitions I Recommended

Selected practical problems involving the planning of corporate transactions, with emphasis upon the small business enterprise, are examined. Topics include organization of the close corporation; its distributions, redemptions, and dividends; liquidations, mergers, and reorganizations; combinations and divisions, acquisitions, and dispositions thereof. Enrollment is limited to third-year law students. Taxation of Corporations and Shareholders is strongly recommended.

Prerequisites: CCLAW 963 Corporations

Civil Liberties Litigation (CL&CR 956) — 3 credits

This course examines the protection of individual rights afforded by the Constitution by analyzing litigation involving violations of individual rights by the government and its officers. The principal substantive areas addressed are prisoners' rights, police misconduct, and political surveillance. In the process of examining the substantive civil rights issues, the course will analyze advanced concepts of civil procedure, constitutional law, federal jurisdiction, and trial practice. (Offered in alternate years.)

Civil Procedure concerns the rules and principles that govern the litigation of a civil case. The course addresses systemic issues related to how and where a lawsuit is filed, including: personal and subject matter jurisdiction; venue; the notice required once a lawsuit has been filed; and which substantive law-state or federal-should apply in federal court. The course also familiarizes the student with the stages of a lawsuit, including: pleading; structuring the lawsuit; discovery; termination of a lawsuit without trial; trial; and actions that may be taken after a jury verdict or bench trial. Although reference is made to state laws, the course concentrates on the Federal Rules of Civil Procedure.

This course introduces students to the dynamics of a productive attorney-client relationship, the goals of interviewing and counseling, and structures and techniques that can be used to achieve those goals. The focus is on developing students' skills in interviewing and counseling. Instruction consists of assigned reading, problem-solving exercises, group discussion, and practice through simulations.

This seminar seeks to examine selected aspects of the Commercial Law of the European Union. It provides an introduction to the distinct methodology of EU law and the European Court of Justice, examines the principles of the internal market, and focuses on aspects which are particularly important for US lawyers from a practical or a theoretical perspective. It covers, among others, the following topics: Introduction to the fundamentals of the EU Legal Order; the internal market; free movement of goods, customs duties, discriminatory and protective taxation; quantitative restrictions on trade; freedom of establishment and services; free movement of companies; financial services; aspects of competition law; anti-competitive agreements and monopolies; enforcement of competition law; selected comparisons with WTO and NAFTA.

This course will explore current issues in communications law including First Amendment constraints on the regulation of the content of telephone calls and television advertising, cable TV monopolies, and telecommunications regulations and deregulation. Course materials explore regulatory, constitutional, and antitrust law principles as they apply to broadcast, cable, and telecommunications activities.

The principal objective of this course is to provide students with a greater understanding of how their country's body of constitutional law is shaped by history, institutions, and current values. The comparative project, by focusing on narrow differences between two very similar countries, allows students to move beyond an acceptance of basic premises of constitutional law as "natural" or "inherent." As an important dividend, students will gain basic knowledge of foundational concepts in the legal landscape of their country's largest trading partner, hopefully providing students with a comparative advantage in seeking employment with government offices and private firms whose clients engage in substantial cross-border transactions.

The purpose of the course is to bring the techniques and goals of comparative law to bear on the study of different structures for organizing a government, and different approaches to the conception of a just, effective, and stable form of government. The course starts with an introduction to the issues and methodologies of comparative constitutional law. We then consider the role and structure of constitutional courts. The course then covers some or all of the following issues: (i) the role of constitutional courts in policing or enforcing boundaries of power among different organs of government; (ii) federalism and constitutionalism; (iii) the protection of the rights of territorial, linguistic, racial, religious or other minorities within the nation; (iv) protection of religious freedom; (v) protection of speech; (vi) protection of social and economic rights.

This course attempts a comparative analysis of American and European approaches to the regulation of business enterprises operating in corporate form. The goal is to provide the student with a basic understanding of the fundamental, and perhaps fundamentally different, approaches taken by governments in the United States and in the European Communities to the regulation of the corporation. The course materials concentrate on the formal sources of law and thereafter highlight some ways in which the difference in approach is manifested in actual regulation.

This course examines the contribution of the judiciary to political governance in comparative perspective. It focuses on the Supreme Court and the European Court of Justice, which is the highest court of the European Union. It also takes into account selectively judgments of other constitutional courts. It seeks to explore the function of judicial review in modern democracy through a study of judicial decisions in selected areas. It examines the relationship between the judiciary and the other organs of government and the role of courts in protecting the citizen. It focuses on the following areas: federalism, the protection of human rights, the principles of democracy, non-discrimination, equality, proportionality, legitimate expectations, and fair hearing; Locus standi, remedies for the protection of constitutional rights, and the liability of public bodies and state agencies.

An introduction to civil law tradition and to the modern legal systems in Europe, Latin America, Africa, the Middle East, and Asia that have grown out of or have been substantially influenced by it. This course provides a foundation for subsequent study of international business transactions, East European law, private international law, and the law of such international organizations as the European Community, the Central American Common Market, and the Andean Pact. Emphasis will be given to procedural problems faced by domestic courts when they have to decide cases involving foreign law and the fundamental differences in approach and method between common law and civil law. (Offered in alternate years.)

How do we resolve problems when the substantive law or procedural rules of states or nations conflict? For example, if Hawaii enacts a statute permitting same-sex marriages, must other states recognize such a marriage? If an American-owned factory explodes in India, may the injured pursue claims under American tort law? The course will provide a review of jurisdictional concepts introduced earlier in first-year courses, introduce choice of law issues for multistate or multinational transactions or events, and examine the influence of the U.S. Constitution on the reach of a state's judicial decisions or legislation outside the state.

Conflict Resolution Theory Seminar (SEM 909) — 2 credits

This seminar is a capstone offering available to students about to complete the certificate program in Dispute Resolution and Advocacy and to other students to the extent that space is available. The seminar will examine theories of conflict and conflict resolution, including game theory, economic theories, psychological and cognitive theories, and persuasion theory, procedural justice issues, and social and literary phenomena relating to conflict. The seminar will draw heavily on sources in the social sciences and humanities, as well as on legal sources. The precise content of the seminar will vary from year to year depending upon the interests of the instructor, the interests of the students, and recent contributions to scholarship in the field.

The course examines the roles of the executive, legislative, and judicial branches in determining limits of national and state powers and protection of the individual and civil rights provided in the United States Constitution.

This course examines current constitutional doctrine concerning religion under the First Amendment to the Constitution. The focus will be on the essential cases and principles of the Free Exercise and Establishment Clauses of the First Amendment. These cases and principles are organized along three thematic lines: (1) the regulation of religious activity (free exercise and neutrality, governmental interests, legislative accommodation), (2) the funding of religious activity (establishment and neutrality, governmental support of religious institutions), and (3) the treatment of religion in government's culture shaping activities (public schools, school curriculum, religious speech). The course ends with a discussion of the definition of "religion" for purposes of federal constitutional law.

The course covers principally contract law as adapted specifically to the construction industry. It includes the perspectives of construction owner, architect/engineer, contractor, subcontractor and bonding company, both in the context of private and public construction projects. The principal areas of inquiry are contract structure, risk sharing, payment and security mechanisms, claims related to time, disruption and extra work, and claims arising from construction defects. It will also cover dispute resolution methods employed in resolving construction claims.

This course will deal with federal and state statutes and regulations that primarily protect the consumer. Federal laws covered in detail are the Magnuson-Moss Warranty-Federal Trade Commission Improvement Act, the Consumer Credit Protection Act, and federal tax lien statutes. State laws on false and misleading advertisements and full disclosure will be examined, along with state procedures for attachments in the enforcement of money judgments.

Prerequisites: None

Contracts (CORE 905) — 4 credits

Contracts is concerned with the formation of contracts. The traditional offer and acceptance are analyzed in light of problems presented by modern bargaining techniques. Voidability of contracts formed by fraud, mistake, illegality, and unconscionable advantage is also stressed. The performance of contracts and the parol evidence rule are discussed.

The course addresses the legal protection afforded to authors and artists under common law and statutory copyright. It considers the rights granted, procedure for their procurement, and protection through litigation. The course also deals with international rights, conveyancing, and interface with the antitrust laws.

This course primarily addresses organization and operation of commercial organizations in the Anglo-American community. Preliminarily, sole proprietorships and partnerships are considered, after which corporations-for-profit are emphasized with some attention to business trusts and non-profit corporations. In the corporate context, duties of promoters, directors, officers, and other insiders are considered. Availability in the U.S. of the derivative action is treated in terms of both unincorporated and corporate forms of organization. Also treated are the basics of securities regulation at the federal and state levels in the U.S. and the provincial level in Canada.

Prerequisites: None

This course deals with what is called substantive criminal law, i.e., crimes. Numerous crimes such as homicide, theft, and conspiracy are examined, and defenses such as self-defense and insanity are scrutinized. A primary focus of the course is the utilization and interpretation of criminal statutes.

Prerequisites: None

The Criminal Procedure course explores the interface between the criminal justice system and the United States Constitution. The course examines constitutional limits on police investigation and interrogation as well as the circumstances under which indigent defendants are guaranteed the assistance of counsel. In addition to introducing students to constitutional analysis, the course previews the ethical dimensions of defending persons accused of crime. The class also views a trial during the criminal term at the Court of Common Pleas.

This seminar will focus on two different themes. It will explore what it means to be a lawyer in the United States in comparison with what it means to be a lawyer in other countries. Among other things, participants will discuss the lawyer's role in society and the type of conduct that is regulated. This course will also examine the cross-border practice regulation that has emerged in response to the increasingly common circumstance of lawyers who handle a matter in a country other than their own.

The rights, duties, and remedies of both debtor and creditor are examined. The course covers the collection process, enforcement of money judgments, and insolvency proceedings. Federal bankruptcy law is emphasized.

This course covers the basic premises of compulsory education; issues concerning exclusion of students; school control of student behavior and curriculum; teacher employment problems; and issues of funding, minority rights, and school liability.

Elder Law (FMEST 963) — 2 or 3 credits

This course introduces substantive legal theories in modern elder law, including introduction to government programs, such as Medicare, Medicaid, and Social Security for old age retirement assistance; Advanced Planning documentation; Elder Abuse and Protective Services legislation; Nursing Home Rights legislation; and consumer fraud. Grading is based on evaluation of three components: in-class exercises, participation in community education activities, and a final examination on substantive legal theories.

This course is intended to introduce students to key areas of the very broad field known as "employee benefits:" benefits received by those currently employed as well as retirees. The course will provide an introduction to current in-kind tax-favored fringe benefits; deferred compensation arrangements; both qualified and non-qualified pension plans; and other compensation arrangements, including equity plans (both qualified and non-qualified). Subjects also include tax favored retirement/pension plans, executive compensation arrangements and Social Security (i.e., mandatory benefits) as currently structured as well as proposed reforms. Class size permitting, one-half of the grade may be based on a paper and in-class presentation by students on topics of particular interest not otherwise covered in the course. The paper would not be as extensive as a seminar paper.

This course will provide an overview of significant doctrinal issues in employment discrimination law, and will seek to develop students' skills through a rigorous examination of statutory law, regulations and court decisions. It will introduce students to the fundamental legal theories underlying the substantive coverage of the most significant federal equal employment opportunity laws, and legal issues regarding their application.

This course introduces some of the most important concepts, issues, and statutes in environmental law. After discussing the economic and ethical bases for environmental law and briefly reviewing the relevant principles of constitutional and common law, students examine a representative selection of federal statutes, including the National Environmental Policy Act, the Endangered Species Act, "Superfund," and the Clean Air Act.

This course focuses on personal injury and property damage claims arising out of exposure to environmental contaminants and toxic substances. Policy concerns, as well as private causes of action under environmental laws will also be covered.

This course explores the various forms of litigation that arise in the practice of environmental law. Citizen suit actions, toxic torts, government enforcement actions (both criminal and civil), and other forms of litigation will be examined. Emphasis is on the practical aspects of litigation, with active class participation assumed in a problem-oriented format. The use of scientific evidence and expert testimony will be explored.

This course studies the development of equal protection law under the Fifth and Fourteenth Amendments, the state action issue, and the free exercise and establishment clauses of the First Amendment.

This course is open only to third-year law students.  This course will acquaint students with federal estate and gift tax laws that must be considered in estate planning, and it will provide a general overview of state systems of wealth transfer taxation. Matters covered include the gross estate, deductions and credits, generation skipping transfer taxes, transactions subject to gift tax, and exclusions and credits available to shelter lifetime wealth transfers. Also covered will be non-tax issues to be considered in estate planning, probate issues and probate avoidance, forms of property ownership, and issues about the attorney-client relationship.   Although not required, students are encouraged to take TAX 950 Advanced Federal Income Taxation (which is a prerequisite for Estate Planning and Wealth Transfer Transactions II) or another advanced tax elective in their second year before enrolling.