Course Catalog

Managing Crisis: Strategies and Tactics for Corporate Distress and Restructuring
Welcome to what many in business consider the Wild West: the world of Corporate Distress and Restructuring. Attorneys, bankers, and consultants of all sorts find themselves representing one of the many stakeholders in a corporate restructuring. They can act as advisor to a landlord (for example, Simon Property Group) who has a tenant (such as, J. Crew) that files for chapter 11. They can be counsel to a lender (for example, Citibank) that has a troubled loan extended to a distressed borrower (such as, well, anyone in chapter 11 — and many who are not). They can work as turnaround consultants to a company working through strategic options to survive an existential challenge, which can be related to business-model dynamics, compliance issues with debt documents, product litigation, and more.
This new course provides a framework for understanding how these distress situations play out in our legal system. We will examine the types of transactions and strategies implemented, including liability-management transactions (i.e., maturity extensions and/or distressed debt exchanges), distressed M&A, vulture investing, operational turnarounds, and more. Our goal is to understand the world of Distress and Corporate Restructuring, a subsector in our financial and legal system that is poised for very busy times in the upcoming years due to the current interest-rate dynamics and near-term economic outlook.
The course will meet weekly to discuss assigned reading and case studies. To enhance learning and keep focused on practical realities, there will be frequent guest presentations from nationally recognized experts, who include lawyers in private practice, investment bankers, consultants, business executives, and others. They will present their own case studies drawing on their own experiences in real world situations.
The basic bankruptcy course is not a prerequisite, but certainly lends itself to this course for those interested in a deeper dive into the world of Corporate Distress and Restructuring. Rest assured, bankruptcy newcomers are most welcome and equally positioned for success. We will cover a series of advanced topics in corporate restructuring across a broad array of disciplines ranging from investment banking to turnaround consulting, from legal strategy to hedge-fund investing. Upon completion of this course, students will be versed in the general dynamics, relevant lingo, and current-event issues in the world of corporate restructurings. They will also be well-positioned to apply the lessons learned to practical, real-world situations.

• Type: Upper Class

The Public Defender Training Institute is an intensive immersion into the world of indigent defense designed to train aspiring public defenders. This second half of the course is only open to students who have enrolled in and completed participation in Part I. In this second semester, students learn about plea bargaining, evidence, motions practice, jury selection, and trial advocacy (openings, direct examinations, cross examinations, closings, and sentencing hearings).

• Type: Practice Simulation

Instructor: Professor Debra A. Pinals, M.D.
Course Summary: In this course, students will become oriented to common crossroads where law and psychiatry intersect. The course will begin with an overview of mental illness, substance use disorders, and intellectual and developmental disabilities from legal and clinical perspectives. A review of case law and legislation pertaining to civil commitment, the right to treatment, the right to refuse treatment, and guardianship will help students gain an understanding of the legal regulation of psychiatric practice. Risk assessment, confidentiality and the duty to protect third parties and related tort claims will be covered. Students will explore mental health assessments and expert witness testimony pertaining to criminal law in areas such as competence to stand trial, competence to proceed pro se, criminal responsibility, and sex offenders. Finally, students will have an opportunity to learn about public systems attempt to address mental health treatment needs in psychiatric hospitals, jails and prisons and other venues such as treatment courts and other models have been developed to limit the redirect individuals with mental illness and substance use disorders from incarceration. The course will provide a forum to review federal legislation, government agencies, and litigation and how they come together to help shape services in public systems. The course will rely on assigned readings, short lectures, video material, and classroom prompts to stimulate discussion. There will be at least one field trip as part of the course. Short written or activity-related assignments, classroom participation and a final brief paper will be the basis for final grades.

• Type: Seminar

This course explores the legal and business aspects of corporate mergers and acquisitions, with consideration of corporate takeovers more generally (including proxy fights). The course emphasizes the practical “nuts-and-bolts” of these transactions with respect to both public companies and private companies, as well as from the perspectives of both buyers and sellers. The ultimate objective is to prepare students for deal work by unpacking the jargon and educating them on fundamental transactional inputs, the deal process itself, and the common points of friction and negotiation between the parties.

• Type: Upper Class

Founded in 2009, the Michigan Innocence Clinic was the first innocence clinic in the country to focus exclusively on non-DNA cases. In the MIC’s sixteen-year history, it has achieved victories in 45 cases on behalf of clients who had been wrongfully convicted of crimes they did not commit.
Students registered in the MIC investigate and litigate cases on behalf of incarcerated people who are actually innocent of the crimes for which they have been convicted. Students work on all aspects of the cases, including researching claims of innocence and the law pertaining to them, investigating new evidence, writing and editing court briefs and motions, and participating in courtroom activities when there are hearings scheduled in their cases.
The clinic also features a seminar component, where students explore in class the legal and policy issues underlying wrongful convictions and engage in practical skills exercises such as mock direct/cross exams and oral arguments. There are no exams or papers; students are graded on their preparedness and contribution to class, various in-class exercises, the progress they make in their cases, and the quality of their case-related work product. Students are required to complete six office hours per week in the clinic’s office, in addition to class time and the usual outside-of-class time spent doing seminar readings and case-related tasks.
The MIC’s docket spans both state and federal courts and is quite diverse and novel. No two cases are the same, and non-DNA innocence litigation continues to be a fascinating challenge within the field of criminal litigation. Students work with supervising attorneys to craft legal strategies and explore evidentiary and procedural avenues for obtaining relief, many of which have been expanded in recent years due to the work of the MIC and other such organizations.
Students interested in criminal law/procedure, appellate practice, brief writing, public interest work, innocence litigation, or courtroom advocacy would be especially suitable for the MIC. That said, there is also plenty in the clinic that would interest those who don’t plan to pursue a litigation career. There are no specific prerequisites (outside of the regular first-year courses), and no prior specialized knowledge of criminal defense or innocence litigation is required or expected.
* Clinic spans fall and winter semesters of one academic year. Students may register during winter of 1L or 2L year for enrollment during 2L or 3L year, respectively.

• Type: Clinic

Founded in 2009, the Michigan Innocence Clinic was the first innocence clinic in the country to focus exclusively on non-DNA cases. In the MIC’s sixteen-year history, it has achieved victories in 45 cases on behalf of clients who had been wrongfully convicted of crimes they did not commit.
Students registered in the MIC investigate and litigate cases on behalf of incarcerated people who are actually innocent of the crimes for which they have been convicted. Students work on all aspects of the cases, including researching claims of innocence and the law pertaining to them, investigating new evidence, writing and editing court briefs and motions, and participating in courtroom activities when there are hearings scheduled in their cases.
The clinic also features a seminar component, where students explore in class the legal and policy issues underlying wrongful convictions and engage in practical skills exercises such as mock direct/cross exams and oral arguments. There are no exams or papers; students are graded on their preparedness and contribution to class, various in-class exercises, the progress they make in their cases, and the quality of their case-related work product. Students are required to complete six office hours per week in the clinic’s office, in addition to class time and the usual outside-of-class time spent doing seminar readings and case-related tasks.
The MIC’s docket spans both state and federal courts and is quite diverse and novel. No two cases are the same, and non-DNA innocence litigation continues to be a fascinating challenge within the field of criminal litigation. Students work with supervising attorneys to craft legal strategies and explore evidentiary and procedural avenues for obtaining relief, many of which have been expanded in recent years due to the work of the MIC and other such organizations.
Students interested in criminal law/procedure, appellate practice, brief writing, public interest work, innocence litigation, or courtroom advocacy would be especially suitable for the MIC. That said, there is also plenty in the clinic that would interest those who don’t plan to pursue a litigation career. There are no specific prerequisites (outside of the regular first-year courses), and no prior specialized knowledge of criminal defense or innocence litigation is required or expected.
* Clinic spans fall and winter semesters of one academic year. Students may register during winter of 1L or 2L year for enrollment during 2L or 3L year, respectively.

• Type: Clinic

Course description depends on the mini-seminar topic. https://michigan.law.umich.edu/resource-center/mini-seminars

• Type: Mini-Seminar

The second half of a full-year mini-seminar in the winter term. Course description depends on the mini-seminar topic. One credit is awarded in the fall term upon successful completion of the full course.

• Type: Mini-Seminar

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.

• Type: Upper Class

The music business operates under distinct copyright rules that have evolved to accommodate historically contingent marketplace practices, and have grown too complex to treat in any depth in a 4-credit copyright course. This course will focus on the copyright law that applies to musical works and sound recordings, the policies that animate the legal rules, and the competing forces that complicate music copyright law reform. Students will write a research paper on a music copyright law topic. This is an advanced class: students must have completed either Law 633 Copyright or Law 577 Intellectual Property Survey before they may take Law 666.

• Type: Upper Class

Professor Kaye’s section:
Learning to negotiate effectively involves negotiating, observing, critiquing, and consciously applying effective strategy and skill. This course introduces students to the science, the art, and the practice of negotiation through a sequenced series of simulation exercises, which students will perform inside and outside of class. Class sessions will be used, in part, for negotiations, debriefing results, and discussion. Course readings will include negotiation literature and theory that inform effective practice. Students will be evaluated based on some combination of class participation, negotiation exercises, and periodic reflection papers.
Professor Kimball’s section:
Learning to negotiate effectively involves negotiating, observing, critiquing, and consciously applying effective strategy and skill. This course introduces students to the science, art, and practice of negotiation through readings, discussion, and simulated negotiation exercises performed inside and outside of class. Class sessions are used, in part, for negotiation exercises and debriefing about results. Readings will include negotiation literature and theory that inform effective practice, and application of ethical concepts and rules as they pertain to negotiations in particular, and more generally, to work with clients, other counsel and the courts. Students will write a research paper about an actual negotiation of their choice, applying negotiation concepts to such real world examples as mergers, acquisitions, labor disputes, settlements, treaties, and a variety of transactions and controversies.

• Type: Practice Simulation

Law 990 - This course offers students the opportunity to integrate practical experience in a legal setting outside the Law School with a Law School classroom experience. Each student will spend at least EIGHT (Section 1), TWELVE (Section 2), SIXTEEN (Section 3) or TWENTY (Section 4) hours per week working under the supervision of an attorney at a local non-profit, government agency, or court. Students may not receive any compensation for their work. Students will arrange their own placements, though interested students who need guidance about how to pursue a placement are welcome to make an appointment with the course professor, Amy Sankaran ([email protected]). Past placements have included the ACLU of Michigan, Family Law Project, Neighborhood Defender Service of Detroit, Magistrate, District, and Court of Appeals Judges, the Washtenaw County Prosecutor’s Office and Office of the Public Defender, and the Michigan Immigrant Rights Center, to name a few.

Part-Time Externship students will be co-enrolled in the Part-Time Externship Seminar (Law 991, 1 credit). Thus a student participating in the Part-Time Externship, Section 1 will receive 3 credits total, a student participating in the Part-Time Externship, Section 2 will receive 4 credits total, a student participating in the Part-Time Externship, Section 3 will receive 5 credits total, and a student participating in the Part-Time Externship, Section 4 will receive 6 credits total.

• Type: Externship

This contemporaneous, one-credit seminar is held every semester as a required companion to the Part-Time Externship (Law 990). For more information, please visit the course description for Law 990.

• Type: Externship

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.

• Type: Upper Class

Conflict involving youth, family, communities and institutions inexorably finds its way into state court justice systems. Once there, litigants find that institutional pathways available to them not only effect legal consequences to their actions, but more importantly, have longstanding affects on their lives, as well as the lives of others. This class introduces students to the emergence of one such path in state court justice systems: peacemaking.
The introduction begins with the exploration of the roots of peacemaking from indigenous nations within our national border. Students will learn from nationally renowned native guest lecturers about world views, tribal justice systems, tensions between native justice systems and western-model court systems and the opportunity for nurturing communication, collaboration and finding common ground between the two.
Thereafter, students will engage in exploring the practical application of peacemaking in state justice systems in family, probate, civil and criminal proceedings. As part of that engagement, students will first conduct a mock trial in a subject area of their choosing through a traditional adversarial model, and then through a peacemaking approach.
Finally, students will explore emerging branches from peacemaking in state justice systems. This exploration will include current models around the country, as well as inspiration from models outside of our borders such as South Africa, Canada and Ireland.
The class is co taught by a trial attorney with criminal and family court experience, and a state court presiding judge of a peacemaking court. In addition to the mock trial, a final paper will serve in lieu of a final exam.

• Type: Practice Simulation

One of the first medical-legal partnerships to be based in a law school setting, Pediatric Advocacy Clinic (PAC) students become part of an interdisciplinary team working to improve child health by providing legal assistance to low-income families on issues related to child health. Casework includes advocacy around special education, school discipline, domestic violence and family law, Medicaid and other public benefits, and housing conditions. PAC students take “first chair” responsibility for their cases and are involved in all aspects of a case. They learn a range of advocacy skills, from preventive legal advocacy (focusing on identifying issues at an early stage and on developing creative, multidisciplinary approaches to addressing them) to traditional litigation skills in both administrative and trial court settings. The PAC is 7 credits (4 for the seminar and 3 for the clinic) and all credits are graded. The PAC 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

One of the first medical-legal partnerships to be based in a law school setting, Pediatric Advocacy Clinic (PAC) students become part of an interdisciplinary team working to improve child health by providing legal assistance to low-income families on issues related to child health. Casework includes advocacy around special education, school discipline, domestic violence and family law, Medicaid and other public benefits, and housing conditions. PAC students take “first chair” responsibility for their cases and are involved in all aspects of a case. They learn a range of advocacy skills, from preventive legal advocacy (focusing on identifying issues at an early stage and on developing creative, multidisciplinary approaches to addressing them) to traditional litigation skills in both administrative and trial court settings. Students in the seminar learn substantive law and core lawyering skills and engage in reflection and simulations designed to solidify these skills. The PAC is 7 credits (4 for the seminar and 3 for the clinic) and all credits are graded. The PAC 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

This seminar will address a central topic in constitutional federalism: the nature and reach of congressional power. It is often said that the federal government is a government of enumerated powers. That statement is generally understood to mean that Congress can legislate only on the basis of specific authorizations in the constitutional text, and it is further conventionally understood that those authorizations enable Congress to do less than it could do with a grant of general legislative jurisdiction. In this seminar, we will confront a book-length treatment of the limits of this idea. Proceeding chapter by chapter through a work of scholarship in progress, students in the seminar will examine the early history of the idea of enumerated powers, judicial doctrine on the subject, and the role of enumerated powers within the structure of federalism. The seminar is an opportunity for students to be part of the final formation of a full-length scholarly critique of the enumerated-powers idea—a critique that suggests that on the best understanding of American constitutional law, Congress need not be limited by the enumeration of its powers. Students will be encouraged to criticize both the conventional view of the subject and the alternative on offer in the work in progress.

• Type: Seminar