International Transactions Clinic Faculty
Professor Deborah Burand is the Co-Director of the Law School's International Transactions Clinic that she cofounded in 2008. She also teaches in the area of impact investment lawyering. Burand returned to the Law School in January 2012 after taking a leave of absence to serve as general counsel to the Overseas Private Investment Corporation, the development finance institution of the United States.
Prior to joining the Law School faculty, Burand worked in the microfinance sector, most recently as executive vice president of strategic services at Grameen Foundation, a global microfinance network. Earlier in her career, she worked as a senior attorney in the international banking section of the Federal Reserve Board's legal division, and at the U.S. Treasury Department, first as the senior attorney/advisor for international monetary matters and later as the senior advisor for international financial matters. She also worked in private practice at Shearman & Sterling where, among other things, she advised bank advisory committees in the negotiation and implementation of Brady Bond deals that restructured the sovereign debt of Vietnam and Peru, and she supported, on a pro bono basis, the development of the world's first debt-for-nature swap.
Burand is a member of the faculty of The Boulder Microfinance Training Institute (Turin, Italy) where she teaches courses on securing debt and equity finance for microfinance institutions. She was the co-topic leader for finance for the 2009 Clinton Global Initiative. In 1993-1994, she was an International Affairs Fellow of the Council on Foreign Relations (during which she was seconded to the IMF and EBRD), and is currently a member of the Council. She is a member of the bars of New York and the District of Columbia. She earned her BA, cum laude, from DePauw University and a joint graduate degree, JD/MSFS with honors, from Georgetown University.
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Professor Rachel E. Deming is the Co-Director of the International Transactions Clinic, adjunct clinical assistant professor, and a professor from practice. Deming also served as an adjunct professor at Pace University School of Law, where she taught a course on environmental dispute resolution. Her research, writing and advocacy interests include cross-border transactions, sustainable development, social impact investment, environmental finance and dispute resolution.
Deming returned to the Law School after spending more than 25 years practicing law in New York. She began her career as an associate at Shearman & Sterling working on international banking issues and cross-border mergers and acquisition litigation. She left to become in-house environmental counsel for a Swiss-based global manufacturing company, a position which led to an increasing range of managerial responsibilities and included advocacy on environmental concerns and corporate sustainable development. She negotiated several consent agreements involving the cleanup of major Superfund sites and also managed the resolution of high-profile tort claims against the company outside the courtroom. Recognizing the value of alternative dispute resolution, Deming joined a law firm in New York City in 2007 and became a mediator. She has mediated many disputes in the state and federal courts in New York and New Jersey, most of which involved commercial or environmental matters.
In recognition of her expertise in environmental and financial issues, Deming was appointed by the Administrator of the U.S. Environmental Protection Agency to its Environmental Financial Advisory Board and served as a board member from 2005 to 2011. She was also involved in the establishment of an environmental dispute resolution center at Pace Law School, the Kheel Center for the Resolution of Environmental Interest Disputes, and received the Founder's Award for her work in 2009 from Theodore W. Kheel, the well-known labor arbitrator whom the New York Times called "the most influential peacemaker in New York City in the last half-century."
Deming is a frequent speaker on sustainable development, environmental and alternative dispute resolution issues at legal conferences and is an active member of the environmental and dispute resolution sections of the ABA, New York State Bar and New York City Bar Associations.
Deming received her AB in Russian Studies and history, cum laude with honors, from the University of Michigan in 1977, and her JD from the University of Michigan Law School in 1982. She completed a post-graduate fellowship with the International Research & Exchanges Board at Moscow State University, where she researched the application of international law by the Soviet legal system.She is admitted to practice in New York and Michigan.
Adjunct Professor Mary Rose Brusewitz is an adjunct clinical assistant professor at the University of Michigan Law School.
Brusewitz concentrates her practice on Latin American transactions—most recently in Argentina, Bolivia, Brazil, Colombia, the Dominican Republic, Mexico, Nicaragua, Perú, and Venezuela—as well as Spain and Portugal. Brusewitz represents major Latin American companies as well as U.S., European, and Asian entities doing business in Latin America and elsewhere. Because of her years of experience in the Latin American region, she has developed invaluable expertise in issues such as evaluating convertibility tax regimes, legal and regulatory systems, and economic and cultural elements relevant to transactions.
Brusewitz is active in microfinancing. She regularly represents microfinance investment vehicles (MIVs) in activities including obtaining financing for their activities in lending to microfinance institutions (MFIs), both regulated and unregulated. This work includes structuring and forming MIVs as funds, structuring and documenting securitizations to raise financing, preparing and negotiating financing documents involving commercial and governmental/multilateral funding sources and securities issuances, assisting MIVs in connection with diligence activities by investors and rating processes, as well as other activities. She supports MIVs in constructing appropriate strategies to create and maintain responsible legal, compliance and other standards, while not overburdening both MIVs and MFIs administratively and financially with compliance responsibilities. Brusewitz assists MIVs with establishing and managing their relationships with investors and MFIs. She is active in assisting them with due diligence processes, the preparation, negotiation, implementation, administration and monitoring of loan documentation and with managing and protecting their interests in stressed situations.
Brusewitz has represented individual lenders and investors and groups of investors in workouts, restructurings, renegotiations and recapitalizations of both regulated and unregulated MFIs. She has deep experience working with lenders and borrowers/debtors to create effective strategies to maximize legal and practical rights and protections. In stressed situations, workouts and other similar circumstances, she negotiates structures and prepares standstill, intercreditor, debt restructuring, debt conversion and other consensual documentation involving complex groups of stakeholders, often with very different philosophies, ranging from relatively philanthropic to more profit-oriented. She is skilled at creating and managing transparent and constructive communications processes with constituencies with varying interests and liaising effectively with other legal counsel in stressed situations. She is also very experienced at managing insolvencies, foreclosures and other similar proceedings in multiple jurisdictions. She is principal outside legal counsel to MFX, a U.S.-based business with a unique structure and constituency of investors that provides affordable hedging products to players in the microfinance world. She represented them in their formation and capitalization as well.
Brusewitz has been active in projects evaluating legal schemes applicable to the microfinance industry throughout the world. She regularly speaks and writes about microfinancing and related topics at conferences and meetings in the US and elsewhere, including at the Microfinance Club of New York.
Brusewitz regularly works in the area of renewable energy and assists clients in registering, selling or otherwise monetizing carbon credits. She works together with environmental and other partners at the firm in this rapidly changing area in order to optimize the prices received for credits, to determine the best structure and market in which to sell carbon credits, and to retain consultants to help with the strategy to verify and certify or register credits. She has been helping a client with a wind farm in a Central American country to negotiate a Voluntary Emissions Reductions Purchase Agreement for the sale of Verified Emissions Reductions (VERs) expected to be generated by the project. She has been working for a number of years with consulting firms on projects involving Certified Emissions Reductions (CERs) from projects in countries such as India and Trinidad and Tobago.
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Adjunct Professor Timothy L. Dickinson, '79, is a Business Law Faculty Fellow at Michigan Law, and longtime international transactional lawyer.
Dickinson is a partner in the Washington, D.C., office of Paul Hastings LLP. He graduated from the University of Michigan law school in 1979 after completing his B.A. in 1975. Professor Dickinson also studied at the Hague Academy of International Law in the Netherlands and L'Université d'Aix-Marseille in France and spent a brief period as an extern in the Office of the Legal Adviser of the Department of State. Following Law School, he earned his LL.M. as a Jersey Fellow at Columbia University, after which he worked in the Legal Service of the Commission of the European Communities in Brussels, Belgium. Dickinson then returned to Washington, D.C., where he practiced with Gibson, Dunn & Crutcher for the next fifteen years. He was the Partner-in-Charge of Gibson, Dunn & Crutcher's Brussels office from 1990 to 1992. Prior to joining Paul Hastings, Mr. Dickinson co-founded a boutique firm in Washington, D.C., serving global clients in the areas of FCPA and Political Risk insurance defense.
Dickinson was an adjunct professor of law at Georgetown University Law Center from 1983 to 1993, where he taught European Law and International Commercial Transactions. He is currently an adjunct professor at the University of Michigan Law School where he teaches Transnational Law and International Commercial Transactions, and also serves on the Board of the Center for International and Comparative Law. After chairing the ABA Committees on European Law and Foreign Claims, Dickinson served as the chair of the ABA Section of International Law and Practice in 1997-1998. He has been a member of the Executive Council of the American Society of International Law and is currently on the Advisory Board of the International Law Institute and the ABA's Asia Law Initiative Council. Dickinson also chairs the ABA's worldwide technical legal assistance activities with the United Nations Development Programme.
Dickinson has been involved in a wide variety of technical legal assistance projects. Through the International Human Rights Law Group, he participated in the development and implementation of the initial election process in Bulgaria in 1990; he and Robert Stein, executive director of the ABA, were the first official ABA delegation to visit Vietnam and work with the Vietnam Lawyers Association; while chair of the Section, Dickinson and then-president Jerome Shestak led a delegation from the ABA to the People's Republic of China that eventually led to the conclusion of a Memorandum of Understanding between the ABA and the All China Lawyers Association; finally, Dickinson was involved extensively in the ABA's programs in Cambodia from 1993 to 1998, relating to assistance to the Parliament, the Ministries of Justice and Commerce, and the Cambodian Bar Association. He continues to be involved with a number of programs in ASEAN countries.
Adjunct Professor David B. Guenther, '99, is a partner at Conlin, McKenney & Philbrick, P.C. in Ann Arbor, Michigan. He graduated from the University of Michigan Law School, magna cum laude, in 1999 and from Kenyon College, summa cum laude and Phi Beta Kappa, in 1984. He received a master's degree in German studies from Duke University in 1997. He also studied classical philology at Julius-Maximilians-Universität Würzburg in Würzburg, Germany, in 1995-1996. Following law school, Guenther was an associate with Sullivan & Cromwell LLP in New York (1999-2001) and in Frankfurt, Germany (2001-2004).
Guenther served as an intern in the Legal Department of the former German Federal Securities Supervisory Office, now part of the Germany Ministry of Finance, in Frankfurt, Germany, during fall semester 1998. He also taught English at a rural secondary school in Kenya, East Africa, in 1986-1987.
Guenther's practice focuses primarily on U.S. and international business transactions, financing, corporate governance, and succession planning for privately held companies. He is experienced in public and private company mergers and acquisitions, securities transactions, venture capital, and other transactions for established, emerging, and startup business clients.
Guenther is a member of the board of directors of Michigan Nonprofit Housing Corporation and chair of the Superior Township Planning Commission. He is a member of the Michigan and New York State bars.
Supervising Attorney David Koch, '84, co-founded Plave Koch PLC in 2007 after many years of large law firm partnership. His practice focuses on franchising, licensing, and supply chain issues, including structuring franchise programs and license arrangements, corporate and commercial transactions, regulatory compliance, antitrust counseling, advertising and marketing, international expansion, and privacy issues. He has 23 years of franchising experience with clients in foodservice, hotels, educational services, staffing, car rental, automotive aftermarket, insurance, homeowner services, retail, and other industries.
Before entering private law practice, Koch served as an attorney-advisor to the Hon. Daniel Oliver, Chairman of the Federal Trade Commission. He began his career as a staff attorney in the FTC's Bureau of Consumer Protection. He also served as Counsel to the Minority Leader of the Illinois House of Representatives.
Koch has served as Associate Editor and Editor-in-Chief of The Franchise Lawyer, the newsletter of the American Bar Association's Forum on Franchising. He is a member of the ABA's Section of Antitrust Law and the International Bar Association's International Franchising Committee. Koch has spoken at numerous franchise legal and business conferences, including programs in India, Poland, Romania, England and Canada. He has authored or co-authored more than 30 published articles and conference papers.
Koch graduated cum laude from the University of Michigan Law School. He received his undergraduate degree in economics with high honors from the University of Iowa. He is admitted to practice in Virginia and the District of Columbia.
Supervising Attorney David Shaub, '60, is a partner at Shaub & Williams LLP in Los Angeles, California.
Shaub graduated from the University of Michigan School of Law and has been in private practice throughout his career and since 1988, practicing as the managing partner of Shaub & Williams LLP. Shaub is an experienced intellectual property and business strategy advisor and litigator and has a sub-specialty in patent and transnational litigation having litigated over 1000 cases and tried over 100. Shaub has represented clients in both state and federal courts, in a wide range of areas, including patent, trade secret, copyright and trademark claims, contract, partnership and corporate disputes, antitrust and unfair competition claims, insurance claims, and commercial disputes. He has been an arbitrator under AAA, UNCITRAL, state and federal judicial and private arbitration regimes.Shaub is admitted to practice in California, and the U.S. District Courts of California, as pro hoc vice in the Arizona, Texas, Illinois, New York, and Washington District Courts, the Ninth Circuit and the Federal Circuit Courts of Appeal, and the U.S. Supreme Court.
Adjunct Professor Carl Valenstein, '83, is a domestic and international corporate attorney. He is currently a partner with the Washington, D.C. law firm Bingham McCutchen LLP.
He focuses on domestic and international corporate and securities, mergers and acquisitions, project development, and asset finance covering a wide range of industries and geographical regions. He has particular experience in the life sciences, telecom/electronics and cruise line industries and has worked extensively in Latin America and the Caribbean, Europe, Africa, the Middle East and China.
In addition, he advises clients on international risk management, including compliance with foreign investment review (Exon-Florio), export control and sanctions, anti-money laundering, anti-boycott and anti-corruption (FCPA) laws and regulations. He has been involved in a number of internal investigations, enforcement cases and dispute resolution proceedings relating to his transactional and regulatory practice.
For many years, he has provided legal services on a pro bono basis to a variety of microfinance institutions and has taught seminars on international transactions and dispute resolution at the International Law Institute and the University of Michigan School of Law. Valenstein is fluent in Spanish and Portuguese and conversant in French and Italian.
Co-Presenter, Poster Presentation: "International Impact Through Collaboration: A Case Study of How Three Transactional Law Clinics Partnered to Expand Legal Services for Social Entrepreneurs Worldwide," 2013 Annual Meeting of AALS, New Orleans, January 6, 2013.
Panelist, "Researching and Teaching Transactional Law and Skills in an Increasingly Global World," 2013 Annual Meeting of AALS, New Orleans, January 5, 2013.
Co-Presenter, "The Law & Finance of Social Enterprise," New York University School of Law, November 9, 2012.
Presented, "What Former Students are Teaching Me: Post-Graduation Evaluations of a Transactional Clinic," Emory Law Conference - "Transactional Education: Preparing the Transactional Lawyer from Doctrine to Practice," November 2012.
Commentator, "The Rise of Social Impact Bonds," webcast sponsored by the Council of Development Finance Agencies, October 2012.
Moderator, "Impact Investing: Legal Developments that are Shaping Impact Investing Strategies," 23rd Annual Conference of Sustainable, Responsible, Impact Investing (SRI), October 2012.
Faculty member, "Managing Debt Finance," Boulder Institute of Microfinance, Turin, Italy, July 30 - August 3, 2012.
Co-Presenter along with Adjunct Professor Carl Valenstein, "Building Houses while Building Lawyers: Case Study of MicroBuild," Entering the Mainstream: Clinic for All?, sponsored by the International Journal of Clinical Legal Education, Durham, UK, July 11-13, 2012.
Author "Beyond Microfinance: Creating Opportunities for Women at the Base of the Pyramid," International Trade Forum Magazine (International Trade Centre, July 2012).
Participant, Indicators in Global Governance: Legal Dimensions, 8th Viterbo GAL Seminar, Rome Italy, June 14-15, 2012.
Panelist, "Exploring Opportunities for Working with Private Investors to Implement the IFAD Governing Council Directive on Alternative Resource Mobilization," Mobilizing Resources for IFAD Programmes: Alternative Resources and Innovative Modalities, sponsored by the International Fund for Agricultural Development (IFAD), Rome, Italy, June 12-13, 2012.
Presenter, "Representing Clients Across Borders," Transactional Clinic Conference, Los Angeles, California, April 29, 2012.
Panelist, "NYU Series on Impact Investing: Legal and Policy Issues," New York City, April 9, 2012.
Panelist, "Teaching Transactional Skills and Law in an International Context," The University of Tennessee, College of Law, 2011
Author "A Vision for Scaling Microfinance: More than Dollars and Smarts," Ch. 4, Financial Inclusion, Innovation, and Investments: Biotechnology and Capital Markets Working for the Poor, ed. by Ralph D. Christy and Vicki L. Bogan (World Scientific Publishing Co. Pte. Ltd. 2011)
Co-author "Teaching Transactional Skills and Law in an International Context," with Kojo Yepaala and Peter Linzer, 12 Tenn. J. Bus. L. 275 (2011).
Co-author "Micorfranchising: A Business Approach to Fighting Poverty," with David W. Koch, 30 Franchise L. J. 24 (Summer 2010)
Author "Women as Leaders in International Microfinance," Ch. 45, Gender and Women's Leadership: A Reference Handbook, ed. Karen O'Connor (2010)
Panelist, "Pledge, Sell or Securitize -- The Role of Securitization in Microfinance Today," Microfinance 2010: Overcoming Challenges and Creating Opportunities -- 8th Annual Women's World Banking Microfinance and the Capital Markets Conference, New York City, March 23, 2010
Speaker, "Doing Good While Doing Deals: Early Lessons from Launching the World's First International Transactions Clinic," The Washtenaw County Bar Association's Business Law Section, Ann Arbor, March 2010
Faculty member, "Administrando la Deuda Financiera" ("Managing Debt Finance"), Boulder Institute of Microfinance in Spanish, San Jose, Costa Rica, March 1-5, 2010
Presenter, "Responsible Finance: Embedding Consumer Protection Principles into the Cross-Border Financings Offered to Microfinance Providers," 15th Annual International Law Symposium: Privatization of Development Assistance, Sponsored by The New York University School of Law's Institute for International Law and Justice, and Journal of International Law and Politics, New York, December 4, 2009
Moderator and Speaker, "Responsible Regulation: Lessons and Innovations in Microfinance from the Developing World," sponsored by IDLO, Rome, Italy, November 2009
Moderator, "Microfinance and Beyond: The Profit Motive and Poverty Reduction," at SRI in the Rockies 20th Anniversary Conference: From Crisis to Opportunity -- Investing for a Sustainable World, Tucson, Arizona, October 2009
Appointed co-topic leader for finance at the Clinton Global Initiative, September 2009
Speaker, "Doing Good While Doing Deals: Early Lessons in Launching an International Transactions Clinic (ITC)" at the 7th International Journal of Clinical Legal Educational (IJCLE), School of Law, Murdoch University, Fremantle, Western Australia, July 2009.
Co-led with Professor Alicia Alvarez a videoconference on "Launching a Transactional Clinic" for law schools in Kenya and Afghanistan, sponsored by the International Development Law Organization (IDLO), May 2009
Keynote speaker, Impact Speaker Series, co-sponsored by the Georgia Tech College of Management and Women Advancing Microfinance Atlanta. Topic: "What Microfinance Can Learn From (and Teach To) the U.S. Subprime Mortgage Crisis," February 2009
Panelist for presentation on "Deleveraging Microfinance -- Graceful Exits" at "Microfinance and the Law" event, co-sponsored by the Journal of Law and Commerce, Law and Entrepreneurs Program, and University of Pittsburgh School of Law, February 2009
Presented "Too Good to Fail: Considerations for Constructing a Supervisory Architecture that can Support Microfinance" at symposium on "Financial Markets and Systemic Risk: The Global Repercussions of the U.S. Subprime Mortgage Meltdown," co-sponsored by the Journal of Transnational Law and Contemporary Problems at the University of Iowa College of Law and the University of Iowa Center for International Finance and Development, February 2009
Author, "Microfinance Managers Consider Online Funding: Is It Finance, Marketing, or Something Else Entirely?" CGAP Focus Note 54:1-12, 2009
Speaker, "Transformation of MFIs," Microfinance: Building Inclusive Financial Sectors and Supportive Legal and Regulatory Frameworks for the East Africa Region, sponsored by the International Development Law Organization (IDLO), Video Conference, Dar es Salaam, Tanzania, November 19, 2008
Panelist, "Negotiation Skills Development and Positioning," Women's Initiative Program, sponsored by ALFA International, Washington, DC, October 23, 2008
Panelist, "Transactional Practice Across Borders," 2008 Women's Forum: Globalization 2008 -- Georgetown Alumnae Staying Ahead of the Curve, sponsored by Georgetown University Law Center, Washington, DC, October 17, 2008
Session Leader of panel discussion, "Transformation of nonprofit microfinance institutions into for-profit regulated financial institutions," at the Krakow Forum on Policy, Law and Regulation for Inclusive Finance, Krakow, Poland, October 2, 2008
Moderated panel, "Assessing the Regulatory Environment," at the Building Fair Financial Markets for All: Profitable Investment Opportunities in Micro and Small Businesses Conference, sponsored by the World Microfinance Forum Geneva, Switzerland, October 1, 2008
Presenter, Introduction to Alternative Dispute Resolution, at the New York State Bar Association Environmental Law Section, October 2010
Co-author of report to the Dispute Resolution Section of the New York State Bar Association on court decisions and statutes relating to Collaborative Law, August 2010
Presenter, ADR and the Kheel Center at Pace Law School, at the New York State Bar Association Real Property Law Section's Annual Meeting, January 2010
Co-organizer for the 2nd Annual Kheel Center Conference, Creating New Forums to Resolve Environmental Disputes: Successful Legal Strategies and Roles for Lawyers and moderator of panel Influencing Decision-making through Collaborative Governance, November 2009
Panelist on the American Bar Association's Program entitled The Management of Environmental Interest Conflicts: Collaborative Advocacy, ABA Section of Dispute Resolution Annual Spring Conference, April 2009
Organized and moderated a 90-minute ABA teleconference, Financial Assurance for Environmental Obligations: How Much is Enough?, January 2009
"Climate Change Adaptation: Fostering Progress through Law and Regulation," 18 N.Y.U. Envtl. L. J. 55, 119-122 (2010) (author of chapter on Financial Assurance) and contributing author to the chapter on the role of law and regulation for the report Climate Change Adaptation in New York City, prepared by New York City Panel for Climate Change (December 2009)