Winter 2015 Course Descriptions
As of 7/25/2014 5:51:39 AM
First Year Required520 Contracts
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.530 Criminal Law
This course examines the application of legal principles as a limitation on the definition of crime; the theories underlying criminal law; and the problems of the imposition and execution of sentences. Also examined are various specific areas of substantive criminal law, including: (1) general principles applicable to all crimes, e.g., mistake, causation, legal insanity, intoxication, and rules of justification and excuse; (2) accountability for the acts of others; and (3) attempt and conspiracy.591 Legal Practice II
The Legal Practice course is designed to teach students legal analysis, research, writing, especially the central art of persuasive writing, and oral advocacy, and to introduce students to other selected aspects of the practice of law. In the Legal Practice course students receive both group and individual instruction from full-time faculty who have practice experience and demonstrated talent as legal writers. Legal Practice I and Legal Practice II are required first-year courses presented in a sequence.569 Legislation and Regulation
In the modern regulatory state, the rules that most profoundly shape private conduct come not from the common law but, instead, from legislatures and agencies. This class will explore the lawmaking function of these institutions and the virtues and vices of administrative governance. Among other things, the class will cover: the nature of the legislative process; statutory interpretation; the justifications for regulatory intervention; regulatory tools and strategies; the allocation of authority between legislatures and agencies; the varied forms of agency decision-making; and judicial review of agency decisions. In offering a survey of public law, the course will introduce students to the essentials of both statutory interpretation and administrative law.560 Property
A basic survey of the law of property which examines the forms and methods by which property interests are held, used, and transferred, with emphasis on real estate. Includes present and future estates, concurrent ownership, landlord and tenant, bailment, easements, promises respecting the use of land, water rights, control of air space, nuisance, adverse possession, gifts of personal property, vendor and purchaser, conveyances of land, land title insurance, and public control of land use.580 Torts
Compensation at law for private wrongs and intentional wrongs as well as accidents, with principal emphasis on harms to person and property. Special areas such as product liability, defamation, or business torts will be treated selectively.
Upper Class601 Administrative Law
Professor Mendelson's section:
This course includes a thorough examination of the legal framework--constitutional, statutory, and common law--that empowers and constrains a wide range of federal administrative agencies. We will also look at the ways agencies themselves make law through rulemaking and adjudicate cases, and cover a range of other topics, including agency due process, adjudication in agencies, limitations on judicial review, standing, and finality. We will also engage issues of current concern, including presidential control of agencies and so-called e-government. This course is for students who have not taken Law 569, Legislation and Regulation.
Professor Bagley's section:
Restricted to students who have already taken Legislation and Regulation, this course undertakes a thorough examination of the legal framework--constitutional, statutory, and common law--that empowers and constrains a wide range of federal administrative agencies. We will also look at the ways agencies themselves make law through rulemaking and adjudicate cases. The course will cover, among other things, administrative due process, Article I courts, agency preemption, preclusion of review, standing, finality, exhaustion, and ripeness.504 Antitrust and IP
Antitrust and Intellectual Property
This course explores a variety of difficult and increasingly important issues at the intersection of antitrust law and intellectual property, such as market power in intellectual property, patent pooling, copyright block-booking, restrictive licensing terms, and patent settlement agreements. All students enrolled in the course must have taken Law 675 Federal Antitrust.637 Bankruptcy
An examination of the law, the practice, and the current legal issues in bankruptcy, particularly in business bankruptcy.596 Business Basics for Lawyers
This one-credit course offers students who have little or no background in business a quick introduction to the vocabulary and selected principles of business so that students will be better able to understand and communicate with business clients or clients who interact with businesses. The course is self-contained and is delivered by Ross School of Business faculty from accounting, finance, marketing and economics over two days just prior to the start of the Winter term. Students need no prior experience with business. Those who wish to learn more about business can continue their studies at Michigan Law by taking the more advanced business courses in the " . . . for lawyers" series, such as Accounting for Lawyers and Finance for Lawyers. Conversely, students who already have considerable business background or who have taken one or more courses in the " . . . for lawyers" series should not take this course.646 Chinese Constitutionalism
Chinese Constitutionalism and Domestic Rights Protection in the Chinese World
China has struggled with "constitutionalism" since the late 19th century, and the last Chinese imperial dynasty's attempt at domestic political reform and self-strengthening in the face of aggressive foreign powers, European and Asian. That early engagement with constitutionalism, however, was focused entirely on Qing Dynasty-led political institutional reform, specifically the establishment of a national consultative assembly or even legislature, and transformation of the Qing dynasty into a species of constitutional monarchy. A separate idea, "strict constitutionalism" or the authoritative review of legislative and regulatory enactments or government action for conformity with the higher principles enshrined in a written constitution, only gained attention in the early 1930s with the rise of the Guomindang (KMT) single party state and serious constraints placed on what many Chinese citizens perceived to be basic civil and political rights. This seminar will focus on the development of such "strict constitutionalism" in the Chinese world between 1895 and the present, focusing on the unique elements of this project in the People's Republic of China (PRC) from 1949 to date, the Hong Kong Special Administrative Region transformed from a colony of the United Kingdom into a special administrative region of the PRC in 1997 Handover, and the Republic of China on Tawian as it has moved from "emergency" (military) rule to a more democratic system. Accordingly, the course will concentrate on the protection of basic human rights under domestic law (and constitutions) in the Chinese world, without significant consideration of how nation states in the Chinese world implement international human rights treaties domestically, whether directly or by incorporation of such treaty obligations into domestic law. Ultimately, the course will grapple with difficult questions about the basic suitability of such strict constitutionalism, or indeed the protection of basic civil and political rights against the state (or party behind the state) under domestic law, for Chinese world nation states, with some consideration of alternative mechanisms which might also ensure the protection of such rights.661 Climate Change/Sustainability
The Law of Climate Change and Sustainable Development
Law 661 - Winter 2014
Law 661, the Law of Climate Change and Sustainable Development, will focus on ways in which the law is changing in view of likely climate change impacts and to promote sustainable development. It will focus on climate change adaptation (adjusting to the unavoidable impacts of climate change), not climate change mitigation (reducing greenhouse gasses). Thus, this course will not duplicate topics covered in environmental law and energy law courses.
Topics to be covered in Law 661 will include emerging developments concerning climate change in business law, such as corporations and securities law, disclosure requirements, fiduciary responsibilities of officers and directors, and insurance law. Legal regimes promoting adaptation to climate change and fostering sustainable development will also be covered, including land use planning (especially in coastal and vulnerable areas), regional transportation planning, stormwater management, and the promotion of "green" buildings through building codes and building efficiency requirements and incentives.
The class will meet alternating weeks, with attendance and active participation in all class sessions expected of all students. Class members will write 6-7 short papers over the semester and class grades will be based on these papers and on class participation. There will be no final exam or final paper.
The tentative schedule for class meetings and topics is:
Session 01, January 15 & 21: Introduction and the national U.S. framework for climate change adaptation and sustainable development planning.
Session 02, February 3 & 4: State adaptation planning, including vulnerability assessments and disclosure requirements.
Session 03, February 17 & 18: Sustainable cities and the built environment.
Session 04, March 10 & 11: Sustainable water resources management.
Session 05, March 24 & 25: Managing vulnerable areas, including insurance and disaster response.
Session 06, April 7 & 8: Managing working landscapes (farms and forests) and natural areas.
Session 07, April 21 & 22: Building a sustainable world; the international dimension.
The required text is M. Gerrard and K. Kuh (editors), The Law of Adaptation to Climate Change, American Bar Association (2012). This text is available at a 50% discount from the list price at Ulrich's bookstore in Ann Arbor. Supplemental readings will be available through the "Resources" section of the Law 661 CTools web site.
Please send questions about Law 661 to email@example.com.
Prepared on 11/5/13 - Subject to Change586 Conflict of Laws
In today's increasingly borderless world, a growing number of juridically significant events -- both consensual and accidental -- implicate actors from, and interests of, more than one jurisdiction. The occurrence of such events raises the issue of which jurisdiction's law should control the legal consequences flowing from them. Conflict of laws jurisprudence frames a series of rules (sometimes also called choice of law) which determine which jurisdiction's laws, among a choice of several possibilities, will govern the legal rights and responsibilities flowing from these events.
The course and casebook -- Felix and Whitten's American Conflicts Law: Cases and Materials (5th ed.) -- will focus on three areas of inquiry. The first is so-called "horizontal" choice of law. Where two or more jurisdictions which are juridical co-equals (two or more states, for example, or two or more countries) have a connection with a juridical event, which jurisdiction's laws apply? The rules governing this question are more complicated than they appear at first blush, and there is a lack of uniformity in the operative conflict of laws rules among coordinate jurisdictions.
The second is so-called "vertical" choice of law. This topic area addresses the interplay between federal law and state law and the circumstances under which each will govern a legally significant event which implicates both federal and state interests. The course will analyze in detail the Supreme Court's seminal holding in Erie v. Tompkins and Erie's progeny as part of this inquiry.
The final focus will be a detailed analysis of judgments and their effects in other jurisdictions, and rules relating to personal jurisdiction which allow courts to adjudicate the legal interests of actors who have connections with jurisdictions other than the forum court.
While conflict of laws began as a highly theoretical discipline, the advent of modern technology has expanded exponentially the number of events which have multijurisdictional facets. The discipline is thus of critical importance to understanding the legal consequences of an enormous number of events.680 Constitutionalism in S Africa
The course examines South Africa's negotiated transition from apartheid to a genuinely representative democracy. The class will spend considerable time on the decisions of the new Constitutional Court, exploring its shaping of a constitutional jurisprudence, particularly with regard to equality and socio-economic rights.633 Copyright
This is an introductory copyright course focusing on the public policies underlying U.S. copyright law, the way those policies have been fulfilled or thwarted by judicial decisions and by legislation, and the challenge of developing coherent copyright policy in a digital era. The course will also touch on the intersections between U.S. copyright law and international treaties, and upon other federal and state laws dealing with related subject matter.649 Corruption
An exploration of political corruption. The focus is on recent American law -- campaign finance, criminal prosecutions, and the like -- but we will draw on historical and comparative materials as well as brief readings in political theory.643 Crim Pro:Bail to Post Con Rev
An analysis of the legal and practical problems presented in the administration of criminal justice from the point of bail to post conviction review. Subjects include: prosecutor's discretion, preliminary examination, grand jury operations, discovery, joinder and severance of parties and offenses, plea negotiations, acceptance of guilty pleas, selection and role of the jury in criminal trials, selected trial problems, professional responsibilities of the prosecutor and defense attorney, and appellate and habeas corpus review.657 Enterprise Organization
Enterprise Organization introduces the law governing the organization of business entities, including agency, partnership, limited liability companies, and corporations, including closely-held corporations. It provides a general introduction to business organizations for students who intend to pursue a wide variety of careers, not just corporate law. The duties of agents to their principals, partners to their co-partners, and directors and officers to their corporations and shareholders are covered. Some sections may cover mergers and acquisitions as well. Certain sections of Enterprise Organization will devote extra time to the study of business fundamentals to help students with no prior exposure to business concepts. Any student, regardless of prior business background, is eligible to enroll in these "business basics" sections, but it is recommended that students with some business background, either academic or practical, enroll in another section of this course or Corporate Lawyer: Law & Ethics. This course (or Corporate Lawyer: Law & Ethics or The Public Corporation) is either a prerequisite or provides an important foundation for a number of advanced corporate law classes. (Please check the footnotes for each class about information about pre-requisites.) Students may not take both Enterprise Organization and Corporate Lawyer: Law & Ethics or The Public Corporation for credit.791 Environmental Crimes
In the last two decades, federal prosecutors have brought more criminal cases against corporations for environmental crimes than for any other form of white collar crime, and criminal enforcement has become an integral part of pollution prevention efforts in the United States. This course considers the criminal provisions of federal environmental laws, including the Resource Conservation and Recovery Act, the Clean Water Act, and the Clean Air Act, and their application in selected precedent-setting prosecutions. We focus on the legal and policy issues raised by prosecution of corporations and their officers and employees, including the role of criminal enforcement in a complex statutory and regulatory scheme, the coordination of parallel criminal, civil, and administrative proceedings, and controversies surrounding the government's strategies, including obtaining corporate waiver of attorney-client privilege and work product doctrine.679 Environmental Law and Policy
This course addresses legislative, regulatory, and policy efforts to prevent harmful pollution within the practical and political constraints of an industrialized society. The course begins with a consideration of the core concepts involved in environmental protection, including common-law doctrinal antecedents and early efforts to address pollution in the United States. The course then addresses the major federal environmental statutes, including the Resource Conservation and Recovery Act, the Clean Water Act, and the Clean Air Act. We consider doctrinal and theoretical issues in environmental regulation, as well as challenges that emerge in the interpretation, implementation and enforcement of a complex statutory and regulatory scheme. The course includes case studies from the federal environmental program. The course concludes with an introduction to the topic of global climate change.
Professor Uhlmann669 Evidence
This course focuses on the procedural rules that regulate the use of evidence at trial. The rules covered include those relating to the competence of witnesses, the mode of examination, relevance, impeachment, character evidence, hearsay, expert evidence, privileges, and judicial notice. Particular attention is paid to the Federal Rules of Evidence.677 Federal Courts
Professors Seinfeld and Whitman:
An intensive and critical examination of the role of federal courts in maintaining a constitutional order in the United States. Among the topics considered are justiciability, the power of Congress to control the jurisdiction of federal and state courts, Supreme Court review of state court decisions, federal habeas corpus for state prisoners, and suits challenging official action.
The focus of this course is the operation of the federal court system. It will cover not only the usual bases of federal court jurisdiction, such as federal question, diversity and removal, but also other doctrines that impact federal courts, including standing, ripeness, mootness, abstention and state sovereign immunity. Significant attention will be focused on federal litigation under section 1983 of the Civil Rights Acts, which is the statute used to remedy most violations of the Constitution and federal statutes. Included are practical examples and advice from the professor's experience as a federal trial and appellate judge.535 Finance for Lawyers
This is an introductory finance course and no prior experience in finance or mathematics background is required. This course has no prerequisites.
The objective of this course is to introduce many broadly applicable important financial concepts such as time value of money, NPV Rule, valuation, efficient market hypothesis, portfolio optimization, risk management, adverse selection, and moral hazard to law students. We will discuss public finance and financial markets, including the stock markets, bond markets, electronic and floor exchanges, retail, commercial and investment banks and other financial intermediaries, market for real estate, insurance, and social insurance. We will use financial concepts to understand how these markets have evolved, developed, and sometimes failed. Hence, we will study market booms, crashes, manias, and crises. In this process, the students will also be familiar with many financial products such as stocks, bonds, credit cards, Treasuries, and options, futures, and swaps; as well as important players in these markets, such as corporate managers, commercial and investment banks, Federal Reserve, brokers, market makers, and investors. The course will not focus on law or legal cases, although there may be occasional applications in the legal area.681 First Amendment
This course examines the law made by The Supreme Court concerning the freedom of speech, and the freedom and establishment of religion.788 Habeas Corpus
The writ of habeas corpus is typically used to test the legality of a prisoners detention to bring his corpus (or body) before a court for adjudication. This course will examine three different forms of the common law writ of habeas corpus: (1) the writ as a check on Executive detentions; (2) the writ as a post-conviction remedy for illegal detentions resulting from flawed federal criminal convictions; and (3) the writ as a post-conviction remedy for illegal detentions resulting from flawed state criminal convictions. Although we will discuss all three forms, the course will focus primarily on the use of the Great Writ as a means of challenging state criminal convictions in federal courts. Providing defendants with an opportunity to relitigate federal claims in federal courts is thought to protect against potential state court bias and ensure that those in prison are actually guilty of the offenses for which they have been incarcerated. Balanced against the desire to ensure fairness, however, are concerns about federalism, finality, and conservation of judicial resources. Consequently, for each expansion of the writ's scope to increase fairness to defendants, there has been a concomitant contraction elsewhere. These contractions often take the form of procedural barriers to federal court review including statutes of limitations, harmless error doctrines, exhaustion and procedural default requirements, retroactivity limitations, and successive petition bans. This course will consider the purpose of the Great Writ and examine the ways in which the courts and legislatures have expanded and contracted the writ over time.737 Higher Education Law
Through the course, students will explore key laws and legal concepts applicable to American institutions of higher education. Among other issues, the course will focus on how to weigh and balance the sometimes competing rights and responsibilities of institutions, faculty, staff, and students. For instance, the course will explore: the potential clash between the academic freedom rights of faculty and the rights of students to be free from racial and sexual harassment; Title IX and women's sports; affirmative action in admissions, financial aid, and faculty hiring; and the intellectual property rights of faculty, staff and students. The goal of the course is to introduce the fundamental legal areas affecting higher education so that students can recognize when legal issues and concepts are involved in the higher education context. Additionally, the course gives the opportunity to consider the role of "in house" counsel. The course also aims to use legal issues as a catalyst for a broader discussion of the role and meaning of higher education in today's society. Furthermore, the course offers the opportunity to consider legal and policy matters in a context in which every student will have had personal, in-depth experience. The course format will include lecture and class discussion. The course is a meet-together with the School of Education and will include both law students and graduate students in education.687 Immigration and Nationality
This course provides a general overview of U.S. immigration law and policy. The course will examine the admission, exclusion, deportation and naturalization of noncitizens in the United States, from constitutional foundations to daily practice issues. The course also will explore the rights of immigrants in employment, education, and public benefits, and will analyze the interaction of immigration law with other areas of law such as criminal law.787 Impact of Hum Rts on Int Law
The Impact of Human Rights on International Law
The efforts to protect human rights by means of international law are no less than revolutionary. They have turned states' insides out in an almost literal sense: The ways in which states treat their own nationals used to be the very core of "domestic jurisdiction" in which no foreign state or international organization was allowed to intervene. But over the last 50 years or so the relationship between governments and the people under their authority has turned into a subject of international (also:legal) concern, ranging from laying down human rights obligations in treaties, the discussion of human rights matters in international bodies and conferences, public censure and condemnation, the international "mobilization of shame," to judgments of human rights courts and sanctions against persistent violators. This development has had a profound impact not only on international politics but also on general international law - a body of principles, rules and procedures traditionally developed to cope with tasks and challenges arising at the level of inter-state (inter-sovereign) relations. The compact Course will analyse in depth the ways in which this development has manifested itself - and the difficulties to which it has led - in the most important fields of international law: its sources, particularly the law of treaties, state responsibility, jurisdictional immunities of states, and the activities of international courts and tribunals.702 Insurance Law
An exploration of risk spreading through common law and administrative regulation of insurance products. The primary emphasis of the course is liability insurance (including commercial, automobile, professional, and product liability), although the class also tackles other, more exotic forms of insurance (including reinsurance). The goal of the course is to alert students to how insurance institutions in the United States and abroad affect economic behavior, and in particular how they affect litigation and lawyers.678 International Finance
This course explores the international financial architecture. It examines international banking and securities regulation, global capital rules and cross-border issues in supervision and regulation. It analyzes U.S. rules for financial firms doing business in the United States, as well as rules governing the conduct of U.S. firms abroad. Particular attention will be paid to the extraterritorial aspects of the U.S. Dodd-Frank legislation, the evolution of global financial regulation under the Basel Committee on Banking Supervison and IOSCO, and the creation of the Financial Stability Board. We will explore the roles of the G-7/8, G-20, the World Bank and the International Monetary Fund in global finance and its regulation, and develop an understanding of the intersection between financial regulation and global trade rules under the WTO. The course also looks at regulation of financial firms in other countries, including the UK, Europe and selected nations in the developing world, both as a comparative matter and to understand the extent to which national rules require global coordination.682 International IP
International Intellectual Property
Intellectual property law is territorial, based on rights granted by national law. Yet political and economic interaction are increasingly global. The growth of a global digital networked environment has had a profound effect on markets, while conflict between developed and developing countries on social and economic fronts has expanded the role of intellectual property in cross-border litigation, licensing, and diplomatic initiatives.
This course will consider important contemporary topics in intellectual property law in an international context. We will consider international IP issues that arise in domestic courts, including conflict of laws, jurisdiction, parallel imports, and enforcement of foreign judgments. We will take note of the principal multilateral IP treaties and international dispute resolution regimes, recent bilateral and regional treaties, emerging softlaw governance modalities, and the possible conflicts between governance by trade agreements and governance by traditional law. We will consider whether territoriality is giving way to extraterritorial applications or to harmonization in some areas, and the possible impacts of these developments upon IP regimes and economic activity.
This is an advanced intellectual property course that assumes some prior knowledge of the structure of intellectual property regimes. Students who have taken copyright, patents, or trademarks are eligible, and students who have acquired knowledge of IP regimes outside of law course work may also be admitted to the course.691 International Tax
This is an introduction to U.S. taxation of U.S. and foreign persons engaged in international activities. Topics will include U.S. jurisdiction to tax, tax treaties, allocation of income, transfer pricing, foreign tax credits, etc. The class will also addresses some of the important procedural mechanisms by which international tax issues are resolved -- e.g., advance pricing agreements and Competent Authority negotiations. The goal of the class is to provide an overview of the relevant law, giving due respect to its complexity and the policies underlying it, and to identify and wrestle with the types of issues that most frequently arise.695 International Trade Law
This course is a comprehensive introduction to the international legal framework for the regulation of international trade in goods and services. This course will include: an introduction to the economics and politics of trade; an examination of the World Trade Organization (WTO) and its dispute settlement machinery, the General Agreement on Tariffs and Trade (GATT), the General Agreement on Trade in Services GATS); the Agreement on Sanitary and Phytosanitary Measures, and related instruments; and discussions of trade-related aspects of intellectual property rights, conflicts between trade policy and other concerns (such as human rights, environment and development), and the recent proliferation of bilaterial and regional trade agreements.502 Int'l Corp Governance
International Corporate Governance
This course will introduce students to the ongoing convergence of the corporate and capital market laws of various jurisdictions, and to the role of international economy and politics in that process. The ?convergence-from-competition hypothesis? will be explicated during the semester through readings and analysis of relevant materials, including empirical studies on the corporate ownership and capital market structure, together with an overview of major legal families of the world.
The course will begin with an introduction to comparative corporate governance as a new discipline of legal scholarship in the United States and in other countries. Students will study the current state of comparative corporate governance research by examining law review articles and other academic materials, as well as documents drawn from the actual practice of corporate governance and finance. The convergence in corporate governance discussions will be the focus of this part of the course, and the divergent approaches of the contemporary corporate governance theories will be reviewed.
Then, the class will study theory and practice of cross-listing and cross-border mergers and acquisitions to understand the two major forces of global convergence of corporate governance and finance. The class will cover the issues of international regulatory competition and arbitrage, cross-listing and bonding hypothesis, and international implications of the US Sarbanes-Oxley Act. The role of the global investment banking institutions and investment professionals in corporate governance and finance will also be discussed with some illustrative cases on cross-border mergers and acquisitions, including Gucci, Vodafone, ArcelorMittal, and DaimlerChrysler.
After that, the instructor will draw introductory studies on corporate governance from the United States, Germany, European Union, Russia, China, Japan and Korea, and explore with the students how and why the respective corporate and securities laws of these countries are converging with those of the United States. The class will also look into corporate governance of some representative international companies in those jurisdictions, including Volkswagen and Porsche, Gazprom, News Corporation, Walt Disney and Samsung Group.
Further, some important international norms of corporate governance and their implications on globalization of corporate governance will be introduced. The course will end with a discussion of the relevance to corporate governance of the international capital market integration and international prudential rules. The discussions on the role of international (soft) law in the making of a global standard of corporate governance with universal applicability will be the focus of this part of the course.602 Int'l Investment Law
Foreign investment has long been recognized as one of the pillars of the global economy, and is now a focus on significant public attention as many states -- especially in Latin America, Eastern Europe, and the former Soviet Union -- view it as the key to rescuing their economies. This course will examine the international community's regulation of foreign investment, focussing upon the norms that have emerged over the past seventy years to govern this process. The class will primarily address investment abroad, in both developed and developing nations, although attention will also be given to restrictions on foreign investment in the United States. It will consider the protections required by international investors, e.g., those concerning establishment of new enterprises, transfers of profits, fair treatment, and expropriation. We will also discuss the increased focus on responsibilities of investors in the areas of human rights and environmental and labor standards. Resolution of investment disputes will also be covered. The course is designed both to shed light on the process of foreign investment as well as to demonstrate the relevance of international law to transnational business transactions. Completion of Transnational Law or an equivalent course in international law prior to taking this course is highly recommended but not required.540 Intro to Constitutional Law
This course introduces the student to certain fundamental cases in Constitutional law, to the questions they raise, and to the modes of thought and criticism appropriate to this field. There is necessarily a large historical component to the work, for the Constitution has acquired its meaning over time. Major questions include: What is the justification for judicial review? What are appropriate occasions and standards for the exercise of this power? How has the power actually been used throughout our history? These questions are considered in the context of doctrinal fields chosen for variety of issues and to allow consideration of historical development over the full life of the Constitution. These fields include: the scope of federal powers; preemption; state regulation of interstate commerce (in some sections); powers of the President; relations between branches of the federal government; basic principles of racial equal protection; Congressional enforcement power under the Reconstruction Amendments; and justiciability.542 Intro to Constitutional Law 2
Law 541/542, Introduction to Constitutional Law 1 and 2
Law 541 and 542 are a two-semester course in introductory constitutional law. The course aims to give students a more thorough knowledge of the subject than is possible in a single semester and is designed for students whose interest in constitutional law warrants the investment of the additional semester. The course is designed for students with heightened interest in the subject, not for students with heightened background: the course does not assume that students have any prior knowledge other than the knowledge that all law students are presumed to have by the beginning of their second year at Michigan.
In the course of the two semesters, Law 541 and 542 will address the topics of federalism, the separation of powers, and individual rights. (The individual rights coverage will focus on matters arising under the Due Process and Equal Protection Clauses of the Fourteenth Amendment.) The course will also pay attention to methods of constitutional interpretation and the historical development of the American constitutional system.
Successful completion of Law 541 fulfills the Law School's Constitutional Law requirement, whether or not a student continues on to Law 542. That said, students should be on notice that the coverage of material in Law 541 is not parallel to that in Law 540 (i.e., the Law School's one-semester introductory course in constitutional law). The two semesters of Law 541 and 542 are designed as an integrated whole, not as an introductory semester paralleling Law 540 followed by a semester of advanced constitutional law. Accordingly, the topics covered in Law 540 may not all be addressed during the first semester of this course, and students who take Law 541 without taking Law 542 may find that they have had little or no exposure to important areas of constitutional law that an introductory course ought to cover. For this reason, it is not recommended that students take Law 541 unless they intend also to take Law 542.
Law 541 is a prerequisite for Law 542 for the same reason: the two semesters are designed as a single course. No student will be admitted to Law 542 who has not successfully completed Law 541.644 Intro to Inc Tax of Business
Introduction to the Income Taxation of Business Enterprise
This course provides an overview of the income taxation of the various legal forms of business activity. Thus, the course will review the income tax treatment of corporations, S corporations, partnerships, LLC's and sole proprietorships. The breadth of the material will dictate a survey approach, in contrast with the more intensive coverage provided in such courses as Corporate or Partnership Taxation.567 Investment Banking
Investment Banking: Law and Business
This course will introduce students to the basics of the law and business of global investment banking, and to the role of legal and investment professionals in the financial services industry.
The course will begin with an introduction to history of commercial and investment banking with special reference to the global financial crisis and restructuring and regulatory reform in the financial services industry of the world. Then, the class will study core business activities of investment banking houses: IPO and privatization, M&A, takeovers and takeover defensive tactics, private equity and hedge funds. Students will examine law review articles and other academic materials, as well as documents drawn from the actual practice of investment banking. After that, the instructor will draw introductory studies on global capital markets, capital market regulation and conflicts of interest. The Code of Ethics and Standards of Professional Conduct of the CFA Institute will be the focus of this part of the course.
Studies on recent developments in the capital markets and financial services industries in the United States and Europe will be followed by case studies on the history and business activities of major financial institutions of the world, including Goldman Sachs, JPMorgan Chase, Blackstone Group, Carlyle Group, UBS, and Deutsche Bank.700 Japanese Law
This course examines the role of legal rules, actors and institutions in the Japanese political, economic and sociohistorical context. Subjects covered include the roles of Chinese, German and American law in the development of modern Japanese law, the formal structure of the legal system (including the roles of the judiciary and the bureaucracy), the legal profession, formal and informal dispute settlement mechanisms, and attitudes toward law and its operation. Selected areas of substantive law to be examined include contracts, torts, constitutional law, corporate law, economic regulation, family law, labor law and criminal law.
No Japanese language skills or other Japan-related experience is required.693 Jurisdiction and Choice Of Law
The course deals with jurisdictional issues generally, as well as the special problems arising in cases involving more than one jurisdiction (state or nation), i.e. cross-boundary disputes. More specifically, it addresses three major areas. The first is the question of jurisdiction, i. e. the power of the courts to hear and decide a case; this question arises both among the several states and between state and federal courts. The second area is choice of law, i.e. the question which law should apply; this is, again, an issue both among states or nations and between state and federal law. Finally, the course covers the recognition of judgments rendered by one sovereign (state, federal, or foreign court) in the courts of another sovereign. In most law schools, some of these issues (especially jurisdiction) are covered in first-year civil procedure. At
Michigan, we believe that they are better understood as part of the package described above and in an upper class setting.731 Legal Ethics & Prof Resp
Professor Hirshon's section: This course trains students to recognize those ethical dilemmas they will most likely encounter during their practices. Students will analyze "real life" situations, apply the most relevant model rule(s) and discuss the shades of gray that affect their decision making. Additionally, students will learn how the model rules are enacted, enforced and sometimes broken ... and the concomitant consequences. Guest lecturers will provide their insights into the ethical practice of law. Additionally, the class will engage in role playing and analysis of films and advertising clips. The class will also review and discuss the most recent amendments to the Model Rules.
Professor Niehoff's section: This course seeks to help you identify, analyze, and think critically about the legal ethics issues that arise in the practice of law. We begin with a discussion of normative ethics and legal ethics generally, and then move to more specific issues like competency, confidentiality, conflicts of interest, representing individuals with diminished capacity, representing entities, litigation ethics, negotiation ethics, ethical issues that arise in specific career settings like law firms and prosecutors? offices, lawyer advertising, and pro bono. We also discuss enforcement mechanisms like disciplinary bodies and malpractice actions. The class typically includes some small group role-playing exercises, the use of film clips, and guest lecturers.705 Mergers and Acquisitions
This course explores the legal and business aspects of corporate mergers and acquisitions, with a particular emphasis on the corporate law, securities law, accounting, finance, tax and antitrust issues arising in connection with such transactions. The course develops the skills necessary to understand complex merger and acquisition transactions through the study of legal cases, business case studies, transaction documents and statutory provisions. Participation in a team simulation exercise is required. Enterprise Organization, Corporate Lawyer: Law & Ethics or The Public Corporation is a prerequisite.797 Model Rules and Beyond
You have just looked at a monthly bill recently sent to a client for a matter you have been working on nearly full time. You note that the supervising partner has taken credit for your work product and billed it at her hourly rates. Your time has been almost completely written off and, with that, any hope for a bonus. What do you do? This course explores real life dilemmas confronted by newer attorneys in their day to day practices. It also touches upon prosecutorial ethics. It examines the interplay among the model rules, professionalism and business reality when being ethically correct does not necessarily equate with being professional. The course is interactive and requires active participation by each student. Readings will include Legal Ethics: Law Stories and articles and hypotheticals posted on C-tools. Leaders within the profession will appear as guest lecturers. The course will not examine all of the model rules and is not meant to be a primer for the multi-state professional responsibility examination.508 Modern Amer Legal History
Modern American Legal History
This course will introduce students to the major problems and interpretations in the field of American legal history. Through lectures as well as discussions of cases and secondary materials, the course will survey American public and private legal development from the Civil War to the present. The course employs a braided narrative, interweaving (a) the chronological story of the rise of modern legal liberalism and an administrative and regulatory state with (b) a week-to-week sampling of different historical topics, methods, and problematics. Topics to be covered this semester include: the 14th Amendment and the remaking of American citizenship, the rise of the legal profession, classical legal thought, corporation and labor law in the Gilded Age, progressive reform, the origins of civil liberties, New Deal constitutionalism, and the modern civil rights revolution. The course also attempts to introduce some of the theoretical and historiographical perspectives that have fueled recent developments in the field.544 Narrative Skills and the Law
A lawyer who can communicate not simply in a cerebrally persuasive way, but in an emotionally gripping way, has an enormous strategic advantage. Judges, jurors, clients are all human beings and know what it means to be captivated by a narrative. This course teaches how to tell an engaging story and then how to apply those skills to a variety of legal situations. The first part of the course will cover the art of storytelling on both a theoretical and a practical track. On the theoretical track we will study story drive; structure; beginnings, middles, and endings; openings; plot and character; and transitions. We will have a healthy amount of assigned reading and viewing before each class in order to analyze each of these components in literature, drama, and film. On the practical track students will go through a series of writing exercises that parallel the theoretical discussion, to help develop storytelling muscles. The second part of the course will apply the newly-acquired storytelling skills to various legal situations: A criminal case. An appellate case. A legislative proposal. A labor negotiation. A p.r. crisis. We will have "in-class" discussion of real cases, along with assigned writing exercises.575 Natural Resources Law
Natural Resources Law is a survey course providing an overview of American law having to do with the development and conservation of natural resources such as forests, minerals, fisheries, wildlife, wind, solar, surface water (under both prior appropriations and riparian legal systems), groundwater and wetlands. It includes the development of these resources on private and publicly-owned lands and the relevant environmental safeguards such as the National Environmental Policy Act, Federal Lands Policy and Management Act, National Forest Management Act, 1872 Mining Act, Magnuson Stevens Fisheries Management Act, Wilderness Act, Endangered Species Act and similar state laws. The course also includes an examination of the constitutional protections available to private property owners and of the administrative remedies and processes available to those who would develop and those who would preserve different types of natural resources. There are no prerequisites, although familiarity with property law, constitutional law and administrative law would be helpful.547 Operations for Lawyers
Operations Management studies processes, systems and networks which transform inputs of materials, labor, capital and information into products and services which customers want and are willing to pay for. These processes, systems and networks may be managed well or poorly. Knowledge introduced in this general introduction to operations management course will help you understand the reasons for both.
Along with finance and marketing, operations is one of the three core functions of a firm. Finance manages the capital structure and cash flows, marketing manages customer relationships, and operations manages processes which yield products and services.
Taking a process view of organizations, we identify key performance measures describing capacity and utilization, flow time and rate, variability, inventory and quality. Business cases drawn from professional services, manufacturing, health care, financial and retail sectors and a competitive on-line simulation exercise will apply the operations toolset, illustrating the uses and limitations of managerial levers to improve operational outcomes.726 Partnership Tax
This course covers the provisions of the Internal Revenue Code that deal with partnerships including such items as: the definition of a partnership for tax purposes; the utilization and importance of a "balance sheet" analysis of partnership activities; the question of whether a partnership is treated as an entity or as an aggregate of separate interests; the transfer of assets to and from a partnership; the allocation of partnership tax attributes; the special treatment of recourse and nonrecourse liabilities; the operation of a partnership; the determination of a partnership's basis in its assets and a partner's basis in the partnership interest; the restrictions on the deductibility of a partner's share of partnership losses; the effect of a change in partnership interests; and the disposition of partnership interests.568 Patent Law II
Patent Law II is a continuation of Patent Law I, intended to complete the introduction to patent law. Substantial attention will be devoted to infringement and remedies, along with defenses such as inequitable conduct. Other topics will be re-examination and reissue, the interaction between patent and antitrust, and exterritoriality and the question of international harmonization. We will also devote some attention to the economics of patent law, both with regard to theories of patent and level of protection, and with regard to remedies.514 Race Law Stories
Race Law Stories examines the history of race and law through a critical and multi-layered approach to cases in U.S. legal history. Our central question will be one about the relationship of law to the construction of race and the production of inequality. We will read landmark cases such as Dred Scott v. Sandford and Plessy v. Ferguson. Through the perspectives of critical race theory and critical legal history, we will revisit these cases to understand the social and political contexts out of which they emerged, and the consequences of their outcomes for the parties and the communities from which the cases emanated. We will also move beyond well-studied cases to read new work in the field of law and history that takes us beyond the black-white paradigm to see how legal race-making has also shaped ideas about Latinos, Native Americans, and Asian Americans. Guest speakers will join us to share their work.515 Sales and Secured Financing
This course will survey the laws governing the sale and financing of relatively high-dollar consumer goods, such as motor vehicles. We will examine the legal underpinnings of how sellers of these items finance their inventory and in turn, provide purchase financing to their customers. We will use motor vehicle inventory and sales financing as our template transactions for this examination. These transactions contribute hundreds of billions of dollars to our economy and provide the foundation for the vehicle industry in the United States. The course will also provide an overview of "asset securitization" transactions that are at the core of our current financial crisis. Topics to be explored in connection with these transactions include UCC Article 2 (sales), UCC Article 9 (secured transactions), the Magnuson-Moss Consumer Warranty Act; the Federal Truth In Lending Act, and other federal and state laws regulating consumer purchase financing. All presented in the context of their effect on real-world transactions involving millions of consumers annually.743 Securities Regulation
This course covers the regulation of securities offerings and trading under the Securities Act of 1933 and the Securities Exchange Act of 1934. It examines offerings and the registration process under the Securities Act, along with reporting requirements under the Exchange Act. The course will also cover fraud, insider trading and civil liabilities under both Acts.799 Senior Judge Seminar
In the Senior Judge Seminar students work closely with Legal Practice professors in connection with various aspects of the first-year Legal Practice course. Each Legal Practice professor interviews, chooses and supervises the Senior Judge Seminar students for the Legal Practice section taught by that professor.794 Senior Judge Seminar II
The Senior Judge Seminar II is a graded course intended to allow selected students who have excelled in the Senior Judge I seminar to work in greater depth with a Legal Practice professor in connection with the Legal Practice course. Each Legal Practice professor interviews, chooses and supervises the Senior Judge Seminar II students for the Legal Practice section taught by the professor.746 Tax of Financial Instruments
This course will present an in-depth analysis of the federal income taxation of financial instruments and transactions, with a focus on both the taxation and business aspects. In addition, we will explore selected relevant tax policy issues which the U.S. Congress, Treasury Department, and Internal Revenue Service recently have considered pertaining to financial instruments. Topics covered will include: the fundamentals of debt instruments and derivatives; basic interest and original issue discount rules; market discount and premium; variable rate and contingent debt instruments; mortgage-backed securities; taxation of derivatives (options, forwards, futures, swaps and collars); hedging transactions; and cross-border aspects of financial instruments. A pre-requisite for the course is 747 Taxation of Individuals or instructor's permission.747 Taxation of Individual Income
This is the basic course in federal income taxation. It is a statutory course, and the principal source of law will be the Internal Revenue Code. The topics covered will include the definition of gross income and the determination of permissible deductions from gross income. The class will also analyze numerous Code provisions and doctrines that raise issues of tax timing (that is, in what year should a given item of income or a given deduction be taken into account) and income attribution (that is, to whom should a given item of income or a given deduction be attributed). The bulk of the course will be devoted to learning basic statutory analysis. In addition, however, the class will spend some time studying the policy rationales underlying the structure of the current federal income tax laws and will consider the pros and cons of alternative systems. This course is a prerequisite to a number of other courses, including Tax II, Partnership Tax, Business and Estate Planning, and International Tax.606 Transnational Law
This required course provides an introduction to the international dimensions of law. In today's world, it is essential that every lawyer understand the making and application of law beyond the domestic (American) orbit. Even though most graduates will practice law in the United States, virtually every area of law is affected by international aspects, whether through treaties regulating transnational economic relations, interactions with foreign law, and oversight by international organizations. Each area of the curriculum, from antitrust to intellectual property to civil rights to tax, is enmeshed within a complex web of international and foreign rules that the lawyer must understand.
Because the field of law outside U.S. domestic law is vast "public and private, international and foreign" the course seeks to provide students with the basic concepts and tools they can use to understand, take further courses in, and practice many specialized areas of law. Because the world lacks one authoritative legislature, executive, or judiciary, our understanding of law must consider a different range of methods for making, interpreting, and enforcing the law.
Although the specific coverage across faculty varies somewhat, the class will generally cover:
1. A basic introduction the state system
2. The making of international law, including treaty law, customary law, and "soft" law
3. The creation and evolution of states
4. International organizations, including global, regional, and functional bodies
5. Modalities of resolving transnational disputes, including diplomacy, sanctions, arbitration, and international courts
6. The role of corporations and NGOs in transnational system
7. The incorporation of international law into domestic legal systems, in particular that of the United States
8. The jurisdiction of states to make and apply law, including extraterritorial jurisdiction and immunity from jurisdiction
9. Certain selected topics of current concerns, e.g., human rights, the use of armed force, terrorism, and trade
10. The effectiveness of international law vs. domestic law
The following are comments from some professors teaching this course:
Monica Hakimi: The first part of the course outlines the basic structure of the international legal system. We will consider the questions of how and by whom international law is made, applied and enforced; how international is and is not incorporated into U.S. law; and how conflicts among national assertions of authority are resolved. After outlining that basic structure, we will examine, in depth, select substantive regimes on the protection or regulation of non-state actors.
Julian Mortenson: My section generally covers the standard topics, concluding with a unit that focuses in greater detail on international commercial arbitration as a method of resolving transnational disputes between private parties.
Steven Ratner: I spend about two-thirds of the course on the unique features of the transnational legal process, discussing modes of prescription of international law, key actors, and the relationship to domestic law. I tend to spend the remaining weeks on human rights, the use of force, and terrorism-related issues as case studies, though I may also address other topics. One key theme is the extent to which non-U.S. law actually influences the practice of law and relations among international actors; another is the importance of distinguishing actual law from mere claims to law.
Mathias Reimann: The hallmark of my version of the course is that it has two major parts. In the first part (one third of the course), I introduce students to the basics of the classical concept of (public) international law: states, sovereignty, sources, dispute resolution, interaction between international and domestic law; this is very simple so that everybody understands the fundamental terms and ideas. The second part (i.e., the remaining two thirds) then revisits each of these topics and shows how they have evolved in the over the last half-century into the "Complexities of the Modern Order". The main objective of this course structure is to ensure that students do not lose sight of the forest before the trees.
Tim Dickinson: My version of the course is similar to that of Professor Reimann as we use most of the same materials. However, as a lifelong practitioner in various areas of international business law, my course deals less with human rights and use of force than others but I try to add in "real life" discussion on issues that many students may face in private practice, from dispute resolution to drafting joint venture agreements. I also try to use current topics as sited in the media to demonstrate how the topics we discuss in class play out in the real world.
Kristina Daugirdas: My section will start with an introduction to the basics of international law. We will cover how international law is made, who makes it, how it is enforced, and why states do (or don't) comply. We'll then turn to the relationship between international and U.S. law. The last third of the class will focus on case studies in international environmental and economic law. We will address how these international regulatory regimes work, whether they work well or poorly, and why.