Winter 2013 Course Descriptions
As of 3/11/2014 5:51:07 AM
First Year Required510 Civil Procedure
This course is similar to the introductory civil procedure courses taught at most law schools for the last two or three decades, with one major difference. In common with most courses, this course covers the basic institutions of civil litigation in an adversary jury trial system. Pleading, discovery, and other pretrial procedures are explored. Many trial topics are covered, with special emphasis on the procedural devices that arise out of the relationships among the parties, the judge, and the jury, the right to a jury trial, special verdicts, instructions to the jury, directed verdicts and judgments notwithstanding the verdict, new trials, and similar matters. Appeals and post-finality relief from judgments are included. At least the rudiments of claim and party joinder and res judicata also are covered. Unlike most first-year civil procedure, however, this course does not cover any of the variety of topics loosely described as jurisdiction. Those topics have been moved into the upper level elective course in Jurisdiction and Choice of Law.520 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.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.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.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.
Upper Class751 Accounting for Lawyers
This course introduces the basic concepts and methods used in the
preparation of the four corporate financial statements (the balance
sheet, income statement, statement of cash flows, and statement of
stockholders' equity). In this process, the course will also develop the
accounting treatment of specific items such as long-term assets,
inventory, sales, receivables, and debt securities. The course will use
actual corporate financial statements of Fortune 500 companies and will
provide students the tools necessary to understand such statements as
well as some of the basic footnote disclosures associated with such
Students who have substantial background in financial accounting or who
have taken classes in financial accounting are ineligible to take or
receive credit for this course for a grade. However, students who took
only an introductory class in financial accounting a significant amount
of time ago may request permission from the instructor to take the
course for a grade.601 Administrative Law
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. We will engage an array of issues of current concern, including presidential control of agencies and so-called e-government.
Professor Mendelson637 Bankruptcy
An examination of the law, the practice, and the current legal issues in bankruptcy, particularly in business bankruptcy.616 Bloodfeuds
An investigation of disputing and dispute processing in Iceland of the saga age with side glances at pre-Conquest England and some contemporary pre-industrial, kin-based cultures. Course materials include translations of Icelandic family sagas and early law; there are also assigned readings in secondary historical and anthropological works. No laptop usage is permitted during class sessions. There will be periodic quizzes and a final research paper. There will be no final examination.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 Lawyer and Finance for Lawyers.505 Chinese Law&Legal Institutions
Chinese Law and Legal Institutions
The Chinese world has a rich legal and governance tradition, elaborated over more than 2000 years before the complex encounter with the modernizing "West" (and Meiji Japan) in the 19th century. That long tradition not only exercised definitive influence on other legal systems in East Asia, but continues to shape the PRC's reform-era struggle with "Legal Construction" started in the late 1970s, and democratizing Taiwan's own approach to rule of law in a nominally less authoritarian context. This course will explore major topics in Chinese-world law and legal institutions from the pre-imperial age (before 221 BCE) to the present day. Through selected readings of secondary materials and primary sources in English translation, students will become acquainted with the roots of China's specific legal and governance tradition and work towards an understanding of contemporary Chinese-world institutions, identified practices and supporting assumptions. Specifically, the course will elaborate: the philosophical traditions embodied in Chinese institutions throughout history; imperial establishments from 221 BCE to the middle 17th century; the legal order implemented during China's last imperial dynasty (1644-1911); the effects of China's encounter with a rapidly industrializing "West"; developments during the early Republican, Beiyang Government and then Guomindang single Party-ruled states (and the Communist Party's legal system in "soviets" established in the 1930s); and then the PRC's post-1949 Communist Revolution legal-political order implemented (or not) through the "Anti-Rightist Campaign", the "Great Leap Forward", the "Great Proletarian Cultural Revolution", the beginning of "Reform and Opening to the Outside World" and to the present day which finds the PRC and Taiwan thoroughly entangled with the global trade regime and equally globalized capital markets, the United Nations, public international law and multilateral institutions, and international human rights norms and commitments. Over the semester, the course will focus on specific aspects of legal and institutional development in the modern Chinese world, including criminal law and procedure, commercial and corporate law, the foreign direct investment regime, administrative and constitutional law, the protection of basic human rights, and the PRC's engagement with public international law. At the conclusion of the course, students should be well acquainted with the reality and feasibility of "rule of law" in a Chinese world-state, and the many ways in which the Chinese experience informs law and legal institution development outside of the PRC and Taiwan.538 Constitutional Equality
This course addresses the core constitutional issue of equality, looking at race, religion, gender, disability, and sexual oriention, and interweaving doctrinal and topical analysis. The Equal Protection Clause is the major constitutional text, but other constitutional provisions (due process clause, religion clauses) will also be relevant. Doctrinal issues will include the disparate intent/disparate effects argument, rational discrimination, and tiers of scrutiny. Topics will include school desegregation and criminal justice issues (both covered in particular depth, for their own sake and as important constitutional law case studies), same sex marriage, single-sex schools, and deinstitutionalization. Readings will include both cases and (edited) law review materials.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.749 Corporate Taxation
This course concentrates on the provisions of the Internal Revenue Code bearing on domestic corporations. It deals with the tax consequences to corporations and their shareholders as a result of the events that take place during a corporation's life span. The course examines the tax consequences that can arise on: the formation of the corporation, the distribution of assets from the corporation, sales of corporate stock, reorganizations and divisions, and liquidations.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.645 Criminal Procedure Survey
This course presents an overview of major issues presented in the administration of criminal justice, from the initial police investigation of a crime and apprehension of a suspect, through prosecution and trial. It is an alternative to Criminal Procedure: From Bail to Post-Conviction Review and to Criminal Justice. It covers many but not all of the subjects as those courses.578 Critical Issues in Law&Develop
Critical Issues in Law and Development
This seminar investigates the role of law and legal institutions in international economic development. We will survey several critical topics in the relevant literature, such as property rights, the role of the judiciary, rule of law, constitutionalism and democracy, law and finance, corruption and social norms, and others. Students are expected to present and submit a research paper by the end of the term.553 Democracy&First Amendment
Course description is coming soon...710 Employee Benefits & Exec Comp
Employee Benefits and Executive Compensation
This course is an introduction to the various subjects that have, in recent decades, coalesced into the employee benefits practice specialty. The course will emphasize the overall structure and policy underpinnings of rules governing employer-sponsored retirement and health plans, as well as executive compensation arrangements such as stock option and deferred compensation plans. The federal income tax code and Employee Retirement Income Security Act of 1974 (ERISA) are the most prominent sources of these rules, but benefit arrangements are also regulated by other laws, including securities and employment discrimination statutes. The course will survey the relevant portions of all these topics, with detailed analysis of selected issues and applications to transactions such as corporate mergers and acquisitions. Taxation of Individual Income (747) is highly recommended but not a required prerequisite.534 Energy Law: Reg of Electricity
Energy Law: Regulation of Electricity
This course will focus on the regulation of electricity production and distribution in the United States. Students will examine the traditional economic regulation of electric utility monopolies and the more recent move to competitive markets in the industry. The course will also cover a number of the major sources of government regulation of environmental, land use, and public safety issues associated with the electricity industry. Students will examine recent trends to promote energy efficiency and clean energy in the United States. Throughout the course, students will learn about the complex interaction between federal and state laws governing the electricity industry.584 Eng Leg Hist Sources:1200-1350
An Introduction to the Main Sources of English Legal History, 1200-1350
This course looks at the main sources of English legal history during the period of a century and half beginning in 1200. The plea rolls are the main official record of proceedings in English royal courts. They survive from the 1190s onwards. To understand them as a source it is essential to understand how they were compiled and for whom, what their status was and what they do and do not tell us. The second half of the thirteenth century saw the beginning of law reporting in England. Law reports provide much information that cannot be found in the official record and so are an invaluable source for the legal historian. Understanding early law reports requires understanding why they were made and who compiled them and why some cases were reported and not others. It also requires an appraisal of their status and of the educational use to which they were put. A third significant source of information about legal rules and legal change is legislation. In this course we will look at the surviving evidence for the drafting and for the recording and the publication of legislation and also at its subsequent circulation through multiple private copies and its court room use and citation. This is the period of the composition of the largest of the English medieval legal treatises, Bracton. We will look at the ongoing controversy about its authorship and its date of composition and its relationship to the tradition of the learned law. We will also examine its relationship to three other later thirteenth century treatises which are in part based on it and compare it with its main predecessor, Glanvill. Thirteenth and early fourteenth century England saw the creation of an extensive literature of lesser legal treatises and other material such as registers of writs, pleading manuals, reports of lectures and copies of advisory letters. These will also be examined and evaluated in the course.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 The Public Corporation. This course (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 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.664 European Legal Order
What is the European Union and how does it work? The E.U. remains our single largest trading partner and among our most important political allies around the world. And yet, as an institution of governance, the E.U. itself is often poorly understood. This course examines the basic legal architecture of the European Union, and core substantive law from free trade principles to common citizenship and fundamental human rights. It will cover what every lawyer and legal scholar should know about the Union and its path from common market to body politic. Several international visitors will join the class for specific sessions throughout the term.
(A research paper may be written for this course in lieu of taking the final exam.)669 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.673 Family Law
Legal regulation of intimate and personal relationships and activities has undergone a great deal of change in the past four decades. In this course we will examine evolving doctrines underlying state regulation of the creation, management and dissolution of family relationships, and of related rights and obligations of the individual. We will pay particular attention to constitutional principles that circumscribe the states power and role in this area. We will explore how the meaning of family is shaped and contested, and how fundamental perceptions involving gender, religion, sexual orientation, class, etc., are reinforced or challenged, by the law of family relations. Topics to be covered include procreation and parenting, birth control and abortion, marriage and divorce, the rights of children, and new reproductive technologies.
Family Law: Domestic Relations
This course covers the central issues in the practice of domestic relations law, including marriage (the law of the intact marriage and consequences of marital status), divorce, property division on divorce, valuation, alimony, Federal tax consequences, child custody, visitation, child support and enforcement, postjudgment modification of custody and relocation, divorce jurisdiction, and private agreements in family law (prenuptial and separation).
Professor Aviv781 FDA Law
This course will examine laws administered by the U.S. Food & Drug Administration with a focus on the regulation of drug development and drug sales. Topics to be covered include the new drug approval process, regulatory obstacles to generic drug competition, regulatory sources of exclusivity in drug markets including the Orphan Drug Act and the Hatch-Waxman Act, reimportation of approved drugs from abroad, internet drug sales, prescription versus over-the-counter drug sales, and regulation of advertising claims made to physicians and consumers. We will also consider the relationship between drug regulation and other laws, including patent, antitrust and tort laws. Time permitting, we will examine recent state legislative measures designed to reduce the costs of new drugs. There will be no final examination. Students will be required to write a 25-page research paper.677 Federal Courts
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.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.763 Foreign Affairs
This course examines the constitutional and statutory doctrines that govern the conduct of U.S. foreign affairs. It addresses such topics as the distribution of foreign affairs powers among the three branches of the federal government, the scope of the treaty power, the domestic implementation of international agreements, the preemption of state foreign affairs activities, the status of international law in U.S. courts, and the political question and other doctrines that regulate judicial review in foreign affairs cases. Where relevant, we will discuss these topics in the context of current events.684 Health Law and Policy
This course is an introduction to the American health care system. It addresses the laws governing medical practice and health care institutions, with an emphasis on the federal regulatory overlay on the provision of health care. Subjects covered will include: health care reform, regulation and organization of institutions (hospitals, managed care organizations, corporate form), ERISA, financing (Medicare and Medicaid), quality of care (malpractice, tort reform, quality assurance and error), and patient rights (informed consent, access to care).
Prrofessor Bagley737 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.771 How to Save the Planet
How to save the planet, or, at least, get started trying!
This class is a broad survey of the major players and the leading policies of the U.S. environmental movement from the start of the 20th century up to the current day. Beginning with the debates in the early 1900s surrounding the damming of Hetch Hetchy and continuing through the publication of Silent Spring in the 1960s, the course looks at the various theoretical impulses underlying environmentalism to set the context for understanding differing perspectives in environmental policy. The course also examines current environmental policy-making, focusing on legislative proposals to address climate change. The final portion of the course examines the steps necessary to achieve a more inclusive environmental movement that involves people of diverse backgrounds and ways in which to engage businesses in harnessing market forces to conserve and protect the environment.
This course emphasizes developing skills necessary to be an effective advocate. While the content relates to the environment, the structure of the course is designed to improve advocacy skills for any subject. There is no final exam and no final paper. Instead, each student will write a 2,000-word paper for each of the seven sessions (the class meets biweekly on alternating weeks) based on that session's readings. Students are required to post their papers to CTools in advance of each class session and will receive a grade and individual feedback later that week. There will be an opportunity to rewrite two papers throughout the course of the semester. The format of the assignments varies from memos to political and business leaders, legislative testimony, and opinion essays for local and national newspapers. Typically, approximately half of each class meeting will include a small-group, break-out exercise based on the completed assignments due earlier that week and will be followed by a group presentation. Students are expected to attend all classes and to participate in the small group exercises; cumulatively, one-third of the course grade will be based on class participation, with the remaining two-thirds based on the seven papers. Students who enroll in this course are strongly encouraged to have laptop computers, since there will be on-line interactions during class sessions, as well as electronic communications between classes.
Previous exposure to environmental law or environmentalism is helpful, but not required, for success in this course. Students without such background are encouraged to enroll in order to enrich the variety of perspectives reflected in class participation. Students with diverse political, economic and social perspectives are also encouraged to enroll as the more diverse the class, the more interesting the discussion!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.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.576 International Bankruptcy
This course is a multi-school offering taught by weekly live lecture in New York (Columbia Law School) simultaneously telecast to participating institutions (including Michigan). The lectures are given by leading insolvency practitioners, and satellite classrooms will be equipped with live question-and-answer capability. Professor Pottow will host the Michigan classroom, meaning he will contribute to the curriculum and exam as well as be responsible for assigning grades to the Michigan students. Because of the need to synchronize with other participating law schools, the schedule will be slightly different from other winter term courses; specifically, the course will meet beginning on Thursday, January 19 and will end on Thursday, April 19. On Thursday, March 15, Michigan students will watch a recording of the class which will take place on Thursday, March 1, during Michigan's mid-winter break.
Students are strongly recommended to have completed a course in bankruptcy before or concurrently with this class. (Students who have not done so must contact Prof. Pottow, firstname.lastname@example.org, before enrolling.)
The fuller description that appears in the Columbia Law School course catalogue follows:
This course offers an introduction to some of the jurisdictional problems that arise when international corporations becomesinsolvent. Internationalcorporations typically have assets and subsidiaries in multiple jurisdictions.When distress occurs, a troubled corporation and its subsidiaries may thereforefile for bankruptcy in several different jurisdictions with significantlydifferent bankruptcy procedures. It is therefore essential that modernbankruptcy lawyers have at least a basic understanding of the distinctivefeatures of foreign bankruptcy regimes. Additionally, even if a corporation andits subsidiaries file for bankruptcy in a single jurisdiction, thatjurisdiction's court will often need the assistance of courts in foreignjurisdictions in order to help protect the corporation's assets and consummatea successful reorganization (or liquidation). It is therefore important formodern bankruptcy lawyers to understand the opportunities for court-to-courtcooperation.
The first half of this course identifies the basic contoursof the world's major bankruptcy regimes, including the laws of the UnitedStates, United Kingdom, China, Japan, Canada, and Latin American and WesternEuropean countries. During the second half, we study the major legal frameworksfor court-to-court cooperation (Chapter 15 of the U.S. Bankruptcy Code and E.U.Insolvency Regulation). We also discuss the opportunities for foreign nationalsto use U.S. Bankruptcy Law (particularly Chapter 11) to pursue areorganization.
Instructors: Each lecture will be taught by one or two visiting instructors.
Technical Aspects: The course will originate at Columbia Law School and betelecast to at least eight other schools across the U.S. Students at the otherschools will be able to see and hear the instructor and ask questions (in realtime). These students will take exams prepared and graded by professors at their institutions.
At the end of the course, students will have:
1. Acquired a basic understanding of the contours of some ofthe world's most important bankruptcy regimes.
2. Developed skill in comparative law analysis of legalinstitutions and the law.
3. Further developed skill in statutory and case law analysis.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.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.699 Labor Law
This course will consider the fundamental legal principles affecting labor relations in the private sector workplace. These principles are incorporated in the National Labor Relations Act, as amended. The course will emphasize union organizing, the collective bargaining process, and related topics, including interference with union rights, discrimination, elections, negotiations, strikes, picketing, secondary boycotts, arbitration, federal preemption, and individual employee rights in the labor-management context. There is no prerequisite for the course.735 Land Use Planning and Control
This course will introduce students to the legal and planning concepts that form our system of land use control and regulation. We will explore the principal methods by which local governments control owners? use of their land, with a special emphasis on zoning, planning, eminent domain, constitutional issues and the evolving theories about the conflict between property ownership and social responsibility. Through the use of in-class exercises, students will gain a deeper appreciation of the legal issues confronting land owners, developers, municipalities, special interest groups and other participants in the land use arena.777 Law and Development
The Law and Development course will address the problems of legal system dysfunction in the developing world, focusing principally, but not exclusively, on Cambodia. It will include (1) a very basic grounding in the problems facing legal systems in developing nations in addition to (2) a brief introduction to most important aspects of civil law systems and socialist law legal systems. The course will have two components, and students are required to enroll for both: first, for one credit, a series of five, two-and-one-half-hour classroom sessions; and second, a research project producing a paper, not necessarily due during the term in which the course is taken. The class will dovetail with the activities of the Program for Cambodian Law and Development. Students who do not pursue a practical internship in conjunction with these courses are required to write a one-credit research paper and must therefore enroll for section 001 of Law and Development Research. Those students who arrange to and carry out practical internship work in Cambodia (or, at the discretion of the instructor, in another developing nation) must write either a one-credit research paper or an expanded paper for two-credits applying their experience to their research. Students choosing the one-credit option must enroll for section 001 of Law and Development Research; those choosing the two-credit option must enroll for section 002.778 Law and Development Research
The Law and Development course will address the problems of legal system dysfunction in the developing world, focusing principally, but not exclusively, on Cambodia. It will include (1) a very basic grounding in the problems facing legal systems in developing nations in addition to (2) a brief introduction to most important aspects of civil law systems and socialist law legal systems. The course will have two components, and students are required to enroll for both: first, for one credit, a series of five, two-and-one-half-hour classroom sessions; and second, a research project producing a paper, not necessarily due during the term in which the course is taken. The class will dovetail with the activities of the Program for Cambodian Law and Development. Students who do not pursue a practical internship in conjunction with these courses are required to write a one-credit research paper and must therefore enroll for section 001 of Law and Development Research. Those students who arrange to and carry out practical internship work in Cambodia (or, at the discretion of the instructor, in another developing nation) must write either a one-credit research paper or an expanded paper for two-credits applying their experience to their research. Students choosing the one-credit option must enroll for section 001 of Law and Development Research; those choosing the two-credit option must enroll for section 002.731 Legal Ethics & Prof Resp
Professor Hirshon's section: This course will train students to recognize 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 be invited to provide their insights into the ethical practice of law.
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.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.546 Marketing for Lawyers
Marketing is ubiquitous in modern society, but largely "hidden in plain sight". The overarching goals of this course are: to introduce the basic concepts of marketing management and its role in the organization, the economy, the law, and society; to develop knowledge and analytical skills useful for decision making; to tackle real-world marketing material, suggest managerial action, and write up findings concisely; to work effectively in groups; and to get a handle on marketing as it exists today, and where it's headed. Although this is a course on "marketing for lawyers", it?s not aimed at marketing oneself or one's firm per se, but rather at acquainting students with the broad and varied areas of marketing that will crop up throughout their careers. At the conclusion of the course, participants will be conversant with break-even analysis, consumer behavior and decision processes, segmentation, distribution, advertising and promotion, international and services marketing, strategy, and the beginnings of marketing research. In other words, this is very much a survey course, designed to introduce students to all the major areas of marketing, with connections to the wider legal and economic systems as time permits.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 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.630 Public International Law
Public International Law governs the relations between States and a rapidly increasing number of other subject-matters, comprising everything from commercial interests to human rights, from environmental concerns to war. Although specialized regimes have arisen to address many of these issues within the international legal order, the core of public international law, its nuts and bolts, provides a common set of legal and institutional concepts and rules on which international lawyers routinely rely when advising governments, litigating cases and negotiating treaties across substantive regimes. Building upon the foundations established in Transnational Law, this course explores in greater detail these foundational rules of the public international legal order. The targeted areas will include international legal personality, international law-making, the law of treaties, State responsibility, and the settlement of international disputes. The course will focus on identifying and exploring the role of these ordering rules of public international law across substantive fields of international law such as human rights law, immunities of States and their organs, and the law on the use of force. While students can expect to be exposed to the substantive law of many regimes within public international law, this course will not feature in depth analysis of any of the regimes dealt with in other specialized courses nor will the course duplicate Transnational Law. Rather, by focusing on the perspective of States and international law practitioners, students will develop the capacity to work with the background rules animating the various substantive regimes. For this purpose, the course will also familiarize students with the specific research methods and materials used in public international law practice.514 Race Law Stories
Course description is coming soon...776 Real Estate Finance Law
This course is intended to appeal to the student with an interest in the laws governing real estate financing and land conveyancing, with a particular focus on the laws governing mortgages, installment sales contracts, the equity of redemption, foreclosure, deficiencies (including anti-deficiency legislation), pre and post-foreclosure relationships, deeds in lieu of foreclosure, receivers, future advance mortgages, purchase money mortgages, title concerns and general priority issues. The emphasis of the course will be on the legal relationship between lenders and borrowers, competing priority issues among lenders, the use of mortgage substitutes, alternative mortgage devices, construction financing, environmental law concerns and lending discrimination. The course will also cover issues relating to the current mortgage and foreclosure crisis, including governmental programs and statutory schemes designed to curb mortgage foreclosures and assist borrowers in obtaining loan modifications, refinancing, short sales and loss mitigation methodologies, such as foreclosure mediation.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, as well as the Private Securities Litigation Reform Act of 1995.799 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.745 Sex Equality
Theory and practice are engaged in inquiry into the relationship between sex inequality in society and sex equality under law. Context provided draws on social science, history, international and comparative law. The dominant approach to legal equality is examined on its own terms and through an alternative. Concrete issues-employment discrimination, family, rape, sexual harassment, lesbian and gay rights, abortion, prostitution, pornography focus discussion through cases. Racism, class, and transsexuality are considered throughout. The course investigates, criticizes, and expands the law toward civil equality between the sexes.792 Sports Law
This course will examine the nature of legal remedies available to participants in amateur and professional sports and the degree to which anti-trust law and labor law may have a bearing on these arrangements. Constitutional and legal requirements with respect to drug testing, gender equity, academic autonomy, and related matters will also be discussed.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.760 Trademarks and Unfair Comp
This course provides an overview of the federal trademark statute and related state law of unfair competition, trademark dilution, and right of publicity.595 Transactional Contracts
The objective of this course is to familiarize the student with contracts as used by sophisticated parties. Accordingly, this course will explore "real-world" contracts actually entered into by "real-world" companies--the Coca-Cola's, Microsoft's, and HP's of the world. Through this course, the student will attain a certain facility with agreements, their organization and structure, their language, and their provisions. In addition to looking at contracts through the eyes of parties and practitioners, the course will pay considerable attention to how courts have treated various contractual provisions, exploring areas of substantive law--including, and in addition to, contract law--to the extent relevant. Readings will include comments from leading practicing attorneys at law firms and corporate law departments. The student's grade will be based on in-class participation as well as a mid-term exercise and a final exam. This course is highly recommended for those students interested in taking other transactional offerings at the Law School.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: I focus the first part of the semester on the structure of the international legal system (e.g., how and by whom international law is made, applied, and enforced; how international law is (and is not) incorporated into U.S. law; and how international law resolves conflicts between national exercises of authority). We then use that knowledge to assess three, particular substantive regimes: international arbitration, human rights, and the use of force.
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 cover the common topics listed above; the case studies will focus on international environmental law.