Course Catalog

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

• Type: Upper Class

This graded course is intended to give a few students who have excelled in any clinical law course the chance to spend another semester doing casework for that clinic. Students will work under faculty supervision on more complicated cases and will shoulder more of the responsibility for those cases. The course gives students a broader range of lawyering experience at a higher level of sophistication than is possible the first time through. Students are enrolled by invitation only, after having expressed interest to one of the clinical faculty or administrators. Faculty and invited students determine the number of credits to be awarded.

• Type: Clinic

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

• Type: Externship

Public advocates -- advocates on matters of concern to the public at large -- often face big, important issues with few resources against almost overwhelming odds. We find ourselves battling large businesses, governments, or entire industries to stop a polluting mine, to restart a community's access to clean drinking water, or to restore voting rights. Yet in many cases, we somehow find a way to win. How is that possible? That is the question we will explore in this class. We will look at a series of case studies of successful and unsuccessful public advocacy campaigns that employed a wide variety of advocacy tools: media, organizing, lobbying, and litigation. The case studies will be drawn from civil rights, worker rights, democracy protection, and environmental campaigns. Students also will develop their own case studies and share them with the class. In the process, we will cover quite a bit of public interest law; every case will be grounded in statutes and common law, and many of them include significant litigation. As a class, we will explore why certain advocacy campaigns worked, why others didn't, who benefited from the victories and who suffered from the losses. As the semester progresses, we will develop rules and guidelines for good advocacy and a list of questions for good advocates to consider. The workload for the class this year will be commensurate with a 2-credit course.

• Type: Seminar

This course gives you a chance to experiment with a wide variety of AI tools, including ones specifically designed for lawyers. You don't need any background in coding or computer science to enroll. You simply need an interest in innovation, advocacy, and the changing nature of legal work in the age of artificial intelligence.

• Type: Practice Simulation

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

• Type: Practice Simulation

This course surveys the rapidly evolving law concerning nonhuman animals. Pressing legal questions arise concerning all types of animals, from insects to cetaceans, in contexts ranging from companion animals at home, to factory farms, to zoos and aquariums, to research facilities, to the wild. What is the legal status and standing of animals? What legal duties pertain to their treatment and to other actions that bear upon animals? What legal recognition is afforded to the ways that humans live alongside animals? In answering these questions, animal law intersects with many traditional areas such as property, tort, criminal, regulatory, constitutional, and international law. Animal law fundamentally concerns the practical application of statutory, decisional, and treaty law, and this course is thus primarily doctrinal. But animal law inevitably also raises deep theoretical and ethical questions about the nature of legal rights and interests, the construction of a political community, and the ways that the law responds or fails to respond to vulnerability, power imbalances, and biodegradation

• Type: Upper Class

"Approaches to Legal History" gives a grounding in particularly influential authors and works on the history of law, and also requires critical reflection on method. It provides a detailed knowledge of certain fundamental texts and the debates that they generated, thereby developing the skills needed to understand and evaluate the arguments presented by legal historians since the 19th century. Themes covered will include the common law tradition of legal history stretching back to F. W. Maitland in the late nineteenth century; writings on law and society, including those of English Marxist historians, such as E.P. Thompson, and of James Willard Hurst in the U.S.; and more recent approaches, including legal anthropology and dispute studies, law and emotions, law and literature, feminist legal history, and historical jurisprudence and originalism.

• Type: Seminar

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

• Type: Upper Class

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

• Type: Clinic

Citizenship, Immigration, and the Constitution In this seminar we will examine constitutional questions concerning the regulation of immigration, the acquisition and loss of citizenship, and the rights of noncitizens in the United States. It is often said that immigration law is insulated from the normal operation of constitutional law and judicial review. Over the course of the semester, we will consider the accuracy of that traditional understanding and whether and, if so, how the rights of noncitizens and citizens (and individuals asserting claims to citizenship) are impacted when immigration is treated as a constitutionally exceptional field of law. We will give special attention to recent Executive Orders relating to citizenship and immigration, and to the lawsuits challenging those Orders. Specific topics may include birthright citizenship, derivative citizenship, detention, deportation, asylum, family separation, and the constitutional rights of noncitizens (including freedom of expression). Assigned readings will reflect a diversity of perspectives on these politically charged subjects and students should expect civil and open discussion exploring varied and opposing viewpoints.

• Type: Seminar

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

• Type: First Year Required

This seminar will examine the ways in which transsubstantive procedural doctrines shape the enforcement and meaning of civil rights laws. Topics will include the Ashcroft v. Iqbal standard for granting a motion to dismiss; judicial applications of the summary judgment standard; obstacles to the certification of classes seeking injunctive or declaratory relief; the process for amending the Federal Rules of Civil Procedure; restrictions on the use of federal legal aid funds; and statutory fee shifting.

• Type: Seminar

Civil Rights in Federal Courts: Understanding and Tracking Legal Change In his second term, President Trump has sponsored an avalanche of legal change in the federal government. Many challenges to this change have been filed in federal courts across the country. And the Trump Administration is affirmatively seeking court ratification of its initiatives, trying to leverage court intervention in its favor. A large portion of the resulting cases address civil rights, broadly construed: they touch on immigration rights, "diversity, equity, and inclusion," gender identity, labor rights of employees and other topics. Others address the basic distribution of powers between the three branches of government. Students in this class will learn about these controversies as they play out, studying both substance, procedure, and dynamics of the interaction between executive actions and judicial fora in which they are contested. The class will also cover how to read, understand, and summarize court filings for publication. In addition to learning about legal change, class members will help inform the public about it, contributing to the Civil Rights Litigation Clearinghouse (https://clearinghouse.net). Students will monitor various compilations to find when litigation is filed, and will bring the cases into the Clearinghouse, a website used by many thousands of people each week that allows the public to search for and read about lawsuits and access the underlying filings. Demand for information about these cases is very widespread; the Clearinghouse is a key national resource. Every student will be responsible for at least 7 hours per week of outside-of-class work contributing to the shared class projects. There will be no exam. This class is open to students who have previously worked on the Clearinghouse (and in fact, you're encouraged to enroll). There will be a mandatory training session for all class members to learn to use/add to the Clearinghouse on a weekend day early in the semester, [Date TBA, but probably Sept. 6 or 7] from 10-3. Prior enrollment in Law 992: Research Projects - Civil Rights Litigation Clearinghouse is not required, nor does prior participation exclude students from enrollment eligibility.

• Type: Upper Class

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

• Type: Practice Simulation

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

• Type: Clinic

The Civil-Criminal Litigation Clinic (CCLC) is designed to prepare students to litigate in any substantive field in any practice setting, from large firm to legal services. Our students nearly uniformly report that they are steps ahead of most of their peers on the first day of work as summer associates and as new lawyers entering practice. Students represent multiple clients each term at every stage of a case, from intake, through investigation and discovery, motion practice, negotiation, trial, and, occasionally, appeal. Students take "first chair" responsibility for every aspect of the work. They leave with the ability to approach a case with confidence, research and develop a legal strategy, and litigate it, no matter what practice setting or substantive field. We also emphasize improving students' legal writing, oral advocacy, communication skills, and teamwork. Students must concurrently enroll in the corresponding 4-credit Clinic course and 3-credit Clinic seminar (LAW 920 AND LAW 921). The seminar component helps students develop fundamental litigation skills they use in representing their real clients. In the seminar, students participate in multiple simulations covering everything from interviewing to negotiation, multiple simulated courtroom exercises, and a mock jury trial at the end of the term. Other class sessions cover the role of the lawyer, ethical issues in law practice, client-centered lawyering, the adversarial process, issues affecting the Clinic's client populations, and case rounds. Both the seminar and fieldwork are graded. The Clinic meets the New York State Bar pro bono requirement (https://michigan.law.umich.edu/academics/experiential-learning/clinics/civil-criminal-litigation-clinic). The seminar fulfills the Law School's professional responsibility requirement for graduation but does not fulfill the New York State Bar ethics requirement.

• Type: Clinic

The Civil-Criminal Litigation Clinic (CCLC) is designed to prepare students to litigate in any substantive field in any practice setting, from large firm to legal services. Our students nearly uniformly report that they are steps ahead of most of their peers on the first day of work as summer associates and as new lawyers entering practice. Students represent multiple clients each term at every stage of a case, from intake, through investigation and discovery, motion practice, negotiation, trial, and, occasionally, appeal. Students take "first chair" responsibility for every aspect of the work. They leave with the ability to approach a case with confidence, research and develop a legal strategy, and litigate it, no matter what practice setting or substantive field. We also emphasize improving students' legal writing, oral advocacy, communication skills, and teamwork. Students must concurrently enroll in the corresponding 4-credit Clinic course and 3-credit Clinic seminar (LAW 920 AND LAW 921). The seminar component helps students develop fundamental litigation skills they use in representing their real clients. In the seminar, students participate in multiple simulations covering everything from interviewing to negotiation, multiple simulated courtroom exercises, and a mock jury trial at the end of the term. Other class sessions cover the role of the lawyer, ethical issues in law practice, client-centered lawyering, the adversarial process, issues affecting the Clinic's client populations, and case rounds. Both the seminar and fieldwork are graded. The Clinic meets the New York State Bar pro bono requirement (https://michigan.law.umich.edu/academics/experiential-learning/clinics/civil-criminal-litigation-clinic). The seminar fulfills the Law School's professional responsibility requirement for graduation but does not fulfill the New York State Bar ethics requirement.

• Type: Clinic

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

• Type: Clinic

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

• Type: Clinic

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

• Type: Upper Class

This course will examine aggregate litigation in the federal courts, with a primary focus on class actions and multidistrict litigation. Topics will include attorney compensation; class certification procedures and requirements; settlement of class actions and multidistrict litigation; and the preclusive effects of class and non-class litigation.

• Type: Upper Class

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. Because the issue of the relationship between federal and state law has come front-center recently with issues pertaining to federal enforcement of immigration laws and the legality of sanctuary cities, I will add to our casebook readings a focused set of readings on these particular issues when we come to that point during the semester.

• Type: Upper Class

This course seeks to deepen students' knowledge of American constitutional law and history in order to help them engage and evaluate approaches to constitutional interpretation. Topics to be covered may include the purpose and functions of the constitutional system, the eighteenth-century formation of the U.S. Constitution, the development of federalism, and the uses of history, doctrine, structure, text, and other resources in the process of constitutional decisionmaking. Satisfactory completion of the introductory course in constitutional law (Law 540) is a prerequisite. For transfer students, the completion of the equivalent course at a different law school is sufficient to satisfy the prerequisite.

• Type: Upper Class

The United States is currently in a period of constitutional instability. Formally, the Constitution has not been amended in this century. But the way the system of government works in practice -- what constitutional theorists call the "small-c constitution" -- has changed significantly. In 2000, the small-c constitution featured widespread and seemingly settled commitments to a shared set of assumptions about elections, norms of governance, and the rule of law. In the last decade, that framework has unraveled substantially. This class will explore the process by which the small-c constitution that existed more or less from 1975 to 2015 has since been challenged and transformed. Matters to be examined include the turn-of-the-millennium conditions that laid the seeds for later change; the role and limits of traditional checks and balances; the significance of officials' willingness or unwillingness to be guided by law and to exercise other forms of self-restraint; the appearance of political violence condoned by officeholders; the ways in which republics devolve into other forms of government; and the efforts of citizens, including especially lawyers, to combat threats to democracy and the rule of law.

• Type: Upper Class

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.

• Type: Upper Class

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

• Type: Practice Simulation

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

• Type: First Year Required

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.

• Type: Upper Class

This course is designed to familiarize law students with the foundations and most recent developments in the theory and application of corporate finance. We will explore several topics, including: the theory of present discounted value, stock valuation (i.e., discounted net cash flow analysis), bond valuation, capital budgeting and other valuation techniques; the theory and evidence for and against the efficient capital market hypothesis and the counter-hypothesis of behavioral finance theory; risk, return, the capital asset pricing model and arbitrage pricing theory; the firm's investment and financing decisions, including security issuance, the law and economics of dividend policy and share repurchases; optimal capital structure; comparative corporate law; the role of classical finance theory in legal decisions; option theory; and the causes and consequences of corporate mergers and acquisitions. Professor Beny

• Type: Upper Class

The Corporate Lawyer is intended to be the first course for students interested in careers as corporate lawyers or representing public corporations. We will focus on ethical issues relating to the representation of a corporation, including conflicts and their waiver, confidentiality, and client identity. We will also address the ethical obligations that corporate lawyers owe to the courts and regulators, particularly the topic of whistleblowing. In addition, we will study the role of lawyers in advising corporate boards and officers with regard to their fiduciary obligations, and corporate governance issues, including corporate powers, shareholder voting rights, and liability issues. This course also introduces students to the regulation of public corporations under the securities laws, including the obligations imposed by the securities laws on corporate lawyers. This course has replaced Law 723 "The Public Corporation" in the curriculum. This course (or Enterprise Organization) is a prerequisite for many advanced corporate law classes. No prior background in business is assumed. Students who have previously taken The Public Corporation may not take this course, and students may not take both Enterprise Organization and The Corporate Lawyer for credit.

• Type: Upper Class

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

• Type: Upper Class

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.

• Type: Upper Class

The Course Assistant Seminar (CAS) matches enrolled students, selected by application, with professors teaching core 1L courses. CAS students work with their assigned professor and assist with a variety of course-related tasks.

• Type: Upper Class

This is a clinical course in which each student is assigned to help represent an indigent defendant in the appeal of his or her felony conviction, under the supervision of attorneys from Michigan's State Appellate Defender Office. The focus of the course is on the completion of an effectively written appellate brief on behalf of the client, to be filed in state or federal court. The goal of the course is to develop the student's understanding and skill in all phases of appellate advocacy. The student will review the trial transcripts and lower court records, interview the client in prison (with the instructor), develop a strategy for appeal, conduct legal research, and help draft the client's brief on appeal. Feedback is provided by frequent individual meetings with the instructors, as well as oral argument before a panel of attorneys experienced in criminal law. The course gives the student the opportunity to work on a real case with real consequences for the client. While most directly relevant to those interested in criminal law, its lessons in appellate advocacy should be of general interest. Class size is limited to 12 students to assure individual attention to each student. The Clinic is a 4 credit course and meets the New York Pro-Bono requirement. Students must enroll in the 3 credit clinic and the 1 credit field component, taken concurrently. The 3 credit clinic and 1 credit field component are mandatory graded and ineligible for letter grade conversion to pass ("P") election. The Clinic fulfills the Law School's professional responsibility requirement for graduation, but does not fulfill the New York State Bar ethics requirement. For students who matriculated in or after May 2016, the Clinic can either fulfill the Law School's professional responsibility requirement for graduation, fulfill the upper-level writing requirement, or the credits can count toward the Experiential Learning requirement -- it cannot be used to fulfill more than one of these three particular requirements.

• Type: Clinic

This is a clinical course in which each student is assigned to help represent an indigent defendant in the appeal of his or her felony conviction, under the supervision of attorneys from Michigan's State Appellate Defender Office. The focus of the course is on the completion of an effecitvely written appellate brief on behalf of the client, to be filed in state or federal court. The goal of the course is to develop the student's understanding and skill in all phases of appellate advocacy. The student will review the trial transcripts and lower court records, interview the client in prison (with the instructor), develop a strategy for appeal, conduct legal research, and help draft the client's brief on appeal. Feedback is provided by frequent individual meetings with the instructors, as well as oral argument before a panel of attorneys experienced in criminal law. The course gives the student the opportunity to work on a real case with real consequences for the client. While most directly relevant to those interested in criminal law, its lessons in appellate advocacy should be of general interest. Class size is limited to 12 students to assure individual attention to each student. The Clinic is a 4 credit course and meets the New York Pro-Bono requirement. Students must enroll in the 3 credit clinic and the 1 credit field component, taken concurrently. The 3 credit clinic and 1 credit field component are mandatory graded and ineligible for letter grade conversion to pass ("P") election. The Clinic fulfills the Law School's professional responsibility requirement for graduation, but does not fulfill the New York State Bar ethics requirement. For students who matriculated in or after May 2016, the Clinic can either fulfill the Law School's professional responsibility requirement for graduation, fulfill the upper-level writing requirement, or the credits can count toward the Experiential Learning requirement -- it cannot be used to fulfill more than one of these three particular requirements.

• Type: Clinic

This course will consider problems relating to the police role in the administration of criminal justice and judicial enforcement of limitations upon police practices. We will focus primarily on the 4th, 5th, and 6th Amendments and will answer the following questions: (1) When can the police stop, search, and/or arrest people? (2) When can the police search cars, homes, and offices and for what? (3) What are the laws surrounding police interrogation and confessions? (4) Who has a right to counsel and when and how is it triggered? (5) How are police line-ups and other identification procedures conducted and what are the constitutional limits on such procedures? (6) What remedy does a defendant have if his/her constitutional criminal procedure rights are violated? When is the evidence excluded and when should it be excluded?

• Type: Upper Class

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.

• Type: First Year Required

Critical Issues in Law and Development This course 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.

• Type: Upper Class

This course will explore emerging themes within the growing literature of Critical Race Theory. Contrary to the traditional view of racial subordination as solely a deviation from the liberal legal ideal, this body of work recasts the role of law as historically central to and complicit in upholding racial hierarchy as well as other hierarchies of gender, class and sexual orientation. In other words, CRT is interested in the ways in which the law both creates and disrupts patterns of racial inequality. We will focus on the origins of the literature and the contrasts between critical race theory and liberal/conservative analytical frameworks on race and American Law and society, as those frameworks are manifested in specific legal doctrines. We will also examine some of the questions and criticisms raised about critical race theory, mostly though not entirely from inside the genre, as well as the impact of the work on political and legal discourse.

• Type: Upper Class

This course is designed to prepare you to perform the responsibilities of a 1st year transactional attorney the day you get your key card and parking pass. Primarily platformed through the execution of a business acquisition, students will learn the fundamental skills requisite to provide legal advice and counsel in nearly every business transaction. Throughout the course you will have the opportunity to analyze, negotiate and draft major acquisition agreements and agreements ancillary thereto, including consulting agreements, licensing contracts, board and shareholder authorizations, commercial leases and more. They say mergers & acquisitions attorneys are the "quarterbacks" of the law firm because they must see the entire transaction plan, put everyone in the best position to reach the goal (of closing a deal), and initiate and execute the offense. In that regard, students will also learn transaction project management, the art of managing clients, direct reporting attorneys, supervising attorneys, as well as third-parties involved and implicated by the deal. Client interaction simulation, internal firm communications and proper record generation are key components of this course. This course is presented in a straightforward, plain-English "how to" style, and incorporates law practice management, customer service and general career success strategies. Having taken business organizations or mergers & acquisitions not required.

• Type: Practice Simulation

Study closely with a faculty member on a specific law-related topic as agreed to by student and faculty member on a Mandatory Pass/Fail credit basis. Limit of 1-3 credits per enrollment. First-year students are ineligible to enroll. Minimum of 2.0 GPA required to enroll. This course is considered as Research for purposes of the 77 non-Research credits requirement for graduation.

• Type: Research

<p>In this seminar survey course students are introduced to major areas of poverty law as well as access to justice issues facing our legal system. Through readings and classroom discussions with experts, students will explore emerging issues in poverty law such as:&nbsp;</p><ul><li>Housing: landlord/tenant - eviction defense, subsidized housing and mortgage foreclosure defense;</li><li>Family: domestic violence - protection orders and child custody and child support;</li><li>Government entitlements: Food Stamps, Medicaid, Social Security Disability - SSI, Social Security Retirement, and Temporary Assistance to Needy Families (welfare);</li><li>Consumer protection: fair debt collection, bankruptcy, fair credit reporting, truth in lending and unfair and deceptive acts and practices;</li><li>Worker-side employment and Unemployment Insurance;</li><li>Education law: expulsions and special education;</li><li>Elder law; and</li><li>Access to justice.&nbsp;</li></ul><p>Students choose a pressing poverty law issue and write a modest length paper and present it to the class. Grades will be based on class presentation and paper.</p>

• Type: Seminar

Emerging Technologies and the Law explores the intersection of cutting-edge technology and legal frameworks, examining how innovations shape society and challenge existing regulations. This course covers key legal and ethical issues in areas such as artificial intelligence, data privacy, and intellectual property. A special focus will be given to autonomous vehicles as a case study to analyze liability, regulatory responses, and societal impacts. Students will gain insight into how the law evolves to address technological advancements and the complexities of governance in a rapidly changing world.

• Type: Seminar

This course initially will cover how employment discrimination law has developed, beginning with the Civil War discrimination statutes, and progressing to Title VII of the Civil Rights Act of 1964, which prohibits employment discrimination based on "race, color, religion, sex, or national origin." We will begin by considering the legal framework for proving individual and systemic disparate treatment as well as class-based disparate impact discrimination under Title VII, focusing on race and sex discrimination (including employer and individual liability for workplace harassment, the Me-Too movement, pay equity and discrimination in compensation, and sexual orientation and gender identity discrimination generally and in light of Executive Order 14168 (purporting to exclude gender identity from sex discrimination)). This segment will address how the courts utilize statistics in employment discrimination litigation, recent and developing challenges to these principles under the new Presidential administration, and principles of compensation discrimination and Equal Pay Act/FLSA remedial issues. We then will contrast how these basic principles change when applied to other forms of employment discrimination, including age discrimination, disability discrimination under the ADA, and national origin and religious discrimination. Affirmative action in employment will be a significant focus, as we assess Executive Order 14173 (revoking the 1965 affirmative action Executive Order 11246 and purporting to end the Department of Labor's affirmative action enforcement program), what this means for affirmative action programs in the private sector, and whether the Supreme Court's rulings on affirmative action in college admissions apply to affirmative action programs in the workplace. Protection against retaliation for filing discrimination claims and opposition to discrimination in the workplace, subjects commonly raised in EEOC charges and private litigation, will be considered in detail, along with pertinent whistleblower statutes. We will conclude by analyzing recent procedural and remedial developments, the role of federal and state enforcement agencies and the role of the private bar, arbitration and mediation of statutory employment claims, and the use of class and collective actions in enforcing federal and state employment discrimination laws.

• Type: Upper Class

This is a course about legal regulation of the employment relationship. It surveys relevant common law doctrines and selected federal statutes affecting this relationship, but does not cover union formation or collective bargaining. Among the topics to be covered are the law of wrongful discharge in both the public and private sector; employee speech and First Amendment issues; discrimination on the basis of race, sex, age, disability, and other protected traits; workplace harassment; covenants not to compete and other contractual limitations on employees, including arbitration agreements.

• Type: Upper Class

This course is an introduction to U.S. energy law. The first portion of the course introduces the nation's sources of energy: coal, oil, biofuels, natural gas, hydropower, nuclear, wind, solar, geothermal energy, and energy efficiency. In doing so, it explores the physical, market, and legal structures within which these energy sources are extracted, transported, and converted into energy. The second portion of the course turns to the two major sectors of our energy economy -- electricity and transportation -- and the full range of federal and state regulation of each sector. The third portion of the course explores case studies of hot topics in energy law and policy that highlight the complex transitions taking place in the energy system. These topics may include electric grid modernization, electric vehicles, the role of energy innovation in addressing climate change, and the continued role of nuclear energy. In addition to traditional textbook reading and class discussion, the course may include industry, government, and nonprofit guest speaker presentations.

• Type: Upper Class

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. This course (or Corporate Lawyer: Law & Ethics) 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 for credit.

• Type: Upper Class

This class introduces students to the process of drafting and negotiating key entertainment contracts. We will work on a range of standard agreements, including licenses, services agreements, and a distribution agreement, among others. To provide doctrinal context, we will review key concepts from copyright law, the First Amendment, trademark law, and a handful of other fields. To provide practical context, we will consider commercial dimensions, including funding. The class will not only introduce you to entertainment transactions, but reveal a deeper mystery, too -- while everyone knows what litigators do, what exactly do transactional lawyers do in their roles as in-house and outside counsel?

• Type: Practice Simulation

The Zell Entrepreneurship Clinic (ZEC) supports the University's burgeoning entrepreneurial ecosystem by representing student-led entrepreneurial ventures as well as local startups and small businesses. Student attorneys in the ZEC encounter real-world transactional lawyering experiences with a focus on developing a business-oriented, client-centered mindset. The ZEC offers transactional and counseling legal services to startups and established small companies in the following areas: * Selecting and forming a legal entity and structuring ownership and capital * Counseling on and prosecuting intellectual property matters (e.g., copyright, trademark, patent, and trade secret) * Drafting and negotiating contracts * Advising on employment matters * Assisting on corporate fundraising and finance issues Students in the ZEC typically represent multiple clients and assume primary responsibility for all client matters under the close supervision of ZEC faculty. Student attorneys plan client matters; interview and counsel clients; draft various legal agreements, documents, correspondence and memos; prosecute patent and trademark applications; and identify and research legal issues to help their clients implement their decisions. Student attorneys also take turns offering community office hours where they provide legal information to local entrepreneurs. Furthermore, student attorneys are exposed to the regional entrepreneurial ecosystem through attendance of local events as a class. During the weekly seminar sessions, students discuss lawyering skills and values, ethical issues, client issues and some substantive law. Student attorneys review and reflect on their work and receive detailed feedback from ZEC faculty during weekly supervision meetings. There are no prerequisites for taking the ZEC. Because much of the client work will be in corporate, tax, intellectual property, employment, and other business areas, students will likely find prior course work in those areas helpful.

• Type: Clinic