Course Catalog

This seminar will trace the beginnings of the Foreign Corrupt Practices Act, corruption in international business, the OECD initiatives and the United Nations Convention Against Corruption. We will also discuss compliance programs, investigations and prosecutions/defense of FCPA issues.

• Type: Seminar

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.

• Type: Upper Class

Spend a semester in Geneva working with leading intergovernmental and nongovernmental institutions during the winter term. Students are immersed in the work of these international institutions and closely supervised by their legal staffs to explore how international legal regimes intersect with such diverse fields as trade, human rights, intellectual property, environment, telecommunications, and health. Externs participate in a contemporaneous seminar intended to provide them substantive context for their externships.

Students apply in the Winter before the program begins the following January. For more information, visit our website at https://www.law.umich.edu/curriculum/externshipsandindependentstudy/Pages/default.aspx or contact lawexternships@umich.edu. We are happy to meet with students to answer questions, give guidance on potential placements, provide information on how to apply, etc. Further, every January we hold an informational meeting for all of our international externship programs, so please watch for that announcement.

• Type: Externship

Various international law instruments address the protection of endangered species, habitat protection, and biological diversity. Besides, numerous international legal regimes incidentally affect animals. In the seminar, we will study the animal-relevant rules and practice with a view to identifying cross-cutting principles and mechanisms. It covers, inter alia, WTO law, CITES, international environmental law, international development law, the law of indigenous peoples, international humanitarian law, and international labour law. We will examine the standard-setting practice by relevant international bodies such as FAO, the Organisation internationale des epizooties, the Codex Alimentarius Commission, the European Food Security Agency, the UN General Assembly, the UN Security Council (with regard to wildlife poaching as a threat to the peace), and the GEF. We shall also investigate whether international legal institutions such as human rights, sustainable development, the no harm-principle, extraterritorial jurisdiction, and ordre public can be used for furthering animal issues. Questions of rights, citizenship, sovereignty, multi-culturalism, neo-colonialism and North-South relations, will also come into play. Finally, regulatory approaches to animal welfare such as multi-stakeholder initiatives, labelling and certification requirements, and framework conventions, are studied.

• Type: Seminar

The efforts to protect human rights by means of international law are no less than revolutionary. They have turned states' insides out in an almost literal sense: The ways in which states treat their own nationals used to be the very core of "domestic jurisdiction" in which no foreign state or international organization was allowed to intervene. But over the last 50 years or so the relationship between governments and the people under their authority has turned into a subject of international (also:legal) concern, ranging from laying down human rights obligations in treaties, the discussion of human rights matters in international bodies and conferences, public censure and condemnation, the international "mobilization of shame," to judgments of human rights courts and sanctions against persistent violators. This development has had a profound impact not only on international politics but also on general international law - a body of principles, rules and procedures traditionally developed to cope with tasks and challenges arising at the level of inter-state (inter-sovereign) relations. The compact Course will analyse in depth the ways in which this development has manifested itself - and the difficulties to which it has led - in the most important fields of international law: its sources, particularly the law of treaties, state responsibility, jurisdictional immunities of states, and the activities of international courts and tribunals.

• Type: Upper Class

The India Externship offers students the chance to spend the Winter semester working for an Indian non-profit, government agency, or court in the city of your choice. Students work with our administration and faculty to find a suitable placement. Given the depth and breadth of work available in India, it should not be difficult to find something that meets your interests. Past students report rich experiences working side-by-side with top-notch Indian lawyers on pressing legal matters and policy issues.

Students apply in the Winter before the program begins the following January. For more information, visit our website at https://www.law.umich.edu/curriculum/externshipsandindependentstudy/Pages/default.aspx or contact lawexternships@umich.edu. We are happy to meet with students to answer questions, give guidance on potential placements, provide information on how to apply, etc. Further, every January we hold an informational meeting for all of our international externship programs, so please watch for that announcement.

• Type: Externship

This course will introduce students to the corporate governance and finance and capital market laws and best practices of various jurisdictions and to the role of international economy and politics in those areas through readings and analysis of relevant materials, including empirical studies on the corporate ownership and capital market structure.

The course will begin with an introduction to corporate governance in general and comparative corporate governance in particular 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 and Dodd-Frank 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 and reincorporation, including Gucci, Vodafone, ArcelorMittal, News Corporation, and DaimlerChrysler.

After that, the instructor will draw introductory studies on corporate governance from Germany, Switzerland, Sweden, 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 Berkshire Hathaway, Volkswagen, Gazprom and Novartis, and family-controlled public companies in those jurisdictions, including Porsche, BMW, Wallenberg Group, and Samsung Group.

In addition, the course will address corporate environmental and social responsibilities through studying such recent case as ExxonMobil and analyzing stewardship codes around the world with their impacts on the shareholders' meeting. Further, the course will evaluate BlackRock's new ESG policy statement in comparison with the holding of Dodge v. Ford Motor. With that the course concludes discussing the role of corporate governance in social developments in emerging jurisdictions.

• Type: Upper Class

This course explores the international financial architecture. It examines international banking and securities regulation, global capital rules and cross-border issues in supervision and regulation, global standards for payment, clearing and settlement systems, and rules for different exchange rate regimes. Particular attention will be paid to the Dodd-Frank legislation, the evolution of global financial regulation under the Basel Committee on Banking Supervision and IOSCO, and the creation of the Financial Stability Board. We will explore the roles of the G-7/8, G-20, the World Bank and the International Monetary Fund in global finance, and address the regulation of financial firms in Europe and selected nations in the developing world, both as a comparative matter and to understand the extent to which national rules require global coordination.

• Type: Upper Class

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.

• Type: Upper Class

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.

• Type: Upper Class

This seminar will examine the socio-political and legal background on the formation of the International Criminal Court, as well as some of the rationales that many African nations were: among the first to become States Parties to the Rome Statute of the International Criminal Court; the first governments to make referrals to the ICC for investigation and possible prosecution; and the first to withdraw from the Treaty. Students will gain an understanding of the types of crimes tried by the Court, read multiple actual case studies, evaluate different arguments, and analyze Court decisions. Students will be expected to write short reaction and thematic papers, work on one or more group projects, and write a longer paper focusing on one or more politico-diplomatic or legal challenges: governments who lack trust in the ICC; the nature and/or power of individual defendants; security of witnesses; evidence; and/or ramifications at the national or regional level of decisions made by the judges.

• Type: Seminar

The South Africa Externship offers students the chance to spend the Winter semester working for a non-profit, government agency, or court. Since 1996, Michigan Law has placed over 150 students in full-semester externships, including positions at the Human Rights Commission (Cape Town, Johannesburg, Durban), Legal Resources Centre (Cape Town, Johannesburg, Durban, Grahamstown), University of Cape Town, Refugee Law Clinic, the Centre for Applied Legal Studies (Johannesburg), Centre for Environmental Rights (Cape Town), Scalabrini (Cape Town) and Lawyers for Human Rights (Johannesburg) to name a few.

Before they arrive, in even years, students take a course in Constitutionalism in South Africa, taught by Karthy Govender of Durban in person in Ann Arbor, MI, giving them a good grasp of the seminal South African cases so students can "hit the ground running" upon their arrival, as well as a companion seminar meant to enrich their experience (Law 939). In odd years, the students only take the companion seminar and spend longer at their placements in South Africa.

Students apply in the Winter before the program begins the following January. For more information, visit our website at hhttps://www.law.umich.edu/curriculum/externshipsandindependentstudy/Pages/default.aspx or contact lawexternships@umich.edu. We are happy to meet with students to answer questions, give guidance on potential placements, provide information on how to apply, etc. Further, every January we hold an informational meeting for all of our international externship programs, so please watch for that announcement.

• Type: Externship

This seminar will examine the United Nations Security Council's Women Peace and Security (WPS) agenda in the context of contemporary forms of conflict and insecurity. It will explain the evolution of the agenda and provide a detailed examination of the agenda's legal foundations in international law: International Humanitarian Law, International Criminal Law and International Human Rights Law, especially the Human Rights of Women. It will also focus on the so-called four pillars of Women Peace and Security: women's participation in the prevention, management and resolution of conflict, protection against sexual violence in conflict, prevention of sexual violence in conflict, and relief and recovery. It will offer a critical perspective on these issues, including on the role of national implementation through National Action Plans.

• Type: Seminar

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 seminar will examine selected topics of international commercial transactions. The seminar will begin with a discussion of the international commercial environment and proceed with a discussion relating to how businesses operate in that environment. Choosing the correct business vehicle for establishment of overseas business operations will be discussed, including such alternatives as establishing a branch vs. a subsidiary or utilizing a distribution network or technology transfer or joint venture. The seminar will cover U.S. export regulations and special legislation such as economic sanctions and the Foreign Corrupt Practices Act. Finally, the seminar will consider some of the issues involved in doing business in particular regions such as the Middle East, ASEAN and European Union and how to approach disputes in the international business arena. Students will be expected to present research on these issues and the topics of their papers.

• Type: Seminar

This course explores the international financial architecture. It examines international banking and securities regulation, global capital rules and cross-border issues in supervision and regulation, global standards for payment, clearing and settlement systems, and rules for different exchange rate regimes. Particular attention will be paid to the Dodd-Frank legislation, the evolution of global financial regulation under the Basel Committee on Banking Supervision and IOSCO, and the creation of the Financial Stability Board. We will explore the roles of the G-7/8, G-20, the World Bank and the International Monetary Fund in global finance, and address the regulation of financial firms in Europe and selected nations in the developing world, both as a comparative matter and to understand the extent to which national rules require global coordination.

• Type: Upper Class

Professor Bennoune's section:

This class offers a general introduction to the international legal system. We will explore how international law is made through treaties, custom, and other processes; the roles of different actors (e.g., states, NGOs, international organizations, and corporations) in making and applying international law; how violations of international law are identified and remedied by international institutions or actors; and how international law intersects with domestic legal systems, like the one in the United States. The class will cover a range of substantive areas of law, including human rights, the use of force, international environmental law and global health law. Many topics will be discussed through examination of real ongoing or recent incidents, controversies, or conflicts. Students will be encouraged to think about how law can be made, enforced, and interpreted in an environment lacking a single legislature, executive, or judiciary. This course will prove highly useful to preparing students for more specialized courses in international law.

• Type: Upper Class

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.

• Type: Upper Class

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.

• Type: Upper Class

The International Transactions Clinic (ITC) does good by doing deals. The ITC concentrates on teaching students skills that are critically important to their professional development as they enter into practice areas that involve international transactions. The transactional work of the ITC is focused on negotiating and documenting cross-border deals, particularly in emerging markets. This includes developing drafting and negotiation skills as applied to cross-border transactions, exposure to ethical issues that arise in the international commercial context, structuring and documenting investments in enterprises that primarily work in emerging markets, and an understanding of international economic and financial policy. The ITC is a full-year clinic with four credits in the Fall semester and four credits in the Winter semester. Both terms are letter graded.

Students are strongly encouraged to participate in the ITC for at least two semesters so as to allow them to provide legal support in the negotiation and documentation of multiple international transactions. To the greatest extent possible, students will have significant client exposure in the course of working on transactions, although in some cases due to the international context of these transactions such client exposure may be "virtual" making use of email, skype, and other means of electronic communication. The ITC also makes use of practicing attorneys to help supervise the work of its student clinicians. These practicing attorneys also may be physically remote from the students.

The ITC clientele is very diverse. It ranges from not-for-profit organizations to for-profit organizations, from start-ups to well-established businesses, and from social enterprises to impact investors. What all of the ITC clients hold in common, however, is an international focus and a passion to change the world for the better. This diversity also means, however, that not every project of the ITC will meet the New York bar pro bono requirement. Students wanting to satisfy that requirement through their participation in the ITC should make that preference known to the ITC Director before first client assignments are made in the fall.

The Clinic fulfills the Law School's professional responsibility requirement for graduation, but does not fulfill the New York State Bar ethics requirement.

The Clinic 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.

The Clinic fulfills the International or Comparative Law Distribution Requirement for graduation.

• Type: Clinic

This seminar will trace the beginnings of the Foreign Corrupt Practices Act (FCPA) and go into depth on central aspects of the FPCA in theory and practice. It will also address issues around corruption in international business, the OECD initiatives the United Nations Convention Against Corruption, and other regional/supra/international attempts to reduce public corruption. We will also discuss compliance programs, investigations (including special issues related to cross border investigations), prosecutions/defense and resolution of FCPA issues.

• Type: Seminar

Spend a semester in Geneva working with leading intergovernmental and nongovernmental institutions during the winter term. Students are immersed in the work of these international institutions and closely supervised by their legal staffs to explore how international legal regimes intersect with such diverse fields as trade, human rights, intellectual property, environment, telecommunications, and health. Externs participate in a contemporaneous seminar intended to provide them substantive context for their externships.

Students apply in the Winter before the program begins the following January. For more information, visit our website at https://www.law.umich.edu/curriculum/externshipsandindependentstudy/Pages/default.aspx or contact lawexternships@umich.edu. We are happy to meet with students to answer questions, give guidance on potential placements, provide information on how to apply, etc. Further, every January we hold an informational meeting for all of our international externship programs, so please watch for that announcement.

• Type: Externship

The India Externship offers students the chance to spend the Winter semester working for an Indian non-profit, government agency, or court in the city of your choice. Students work with our administration and faculty to find a suitable placement. Given the depth and breadth of work available in India, it should not be difficult to find something that meets your interests. Past students report rich experiences working side-by-side with top-notch Indian lawyers on pressing legal matters and policy issues.

Students apply in the Winter before the program begins the following January. For more information, visit our website at https://www.law.umich.edu/curriculum/externshipsandindependentstudy/Pages/default.aspx or contact lawexternships@umich.edu. We are happy to meet with students to answer questions, give guidance on potential placements, provide information on how to apply, etc. Further, every January we hold an informational meeting for all of our international externship programs, so please watch for that announcement.

• Type: Externship

Corporate Governance and Investment Banking

This course will introduce students to the corporate governance and finance and capital market laws and best practices of various jurisdictions and to the role of international economy and politics in those areas through readings and analysis of relevant materials, including empirical studies on the corporate ownership and capital market structure.

The course will begin with an introduction to corporate governance in general and comparative corporate governance in particular as a new discipline of legal scholarship in the United States and in other countries. 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 and Dodd-Frank Act.

This course will also introduce students to the basics of the law and business of global investment banking, and to the role of legal and investment professionals in the financial services industry and corporate governance and finance. Studies on recent developments in the capital markets and financial services industries in various jurisdictions will be followed by case studies on the history and business activities of major financial institutions of the world, including Goldman Sachs, UBS, Carlyle, and Deutsche Bank.

After that, the instructor will draw introductory studies on corporate governance from Germany, Switzerland, Sweden, Russia, 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 Berkshire Hathaway, Disney, Volkswagen, Gazprom, and family-controlled public companies in those jurisdictions, including Porsche, Wallenberg, and Samsung.

The course will also address recent hedge fund activism case such as P&G from the perspectives of special situations practices of investment banks. In addition, the course will address corporate environmental and social responsibilities through studying such recent case as ExxonMobil and analyzing stewardship codes around the world with their impacts on the shareholders' meeting. Further, the course will evaluate BlackRock's new ESG policy statement in comparison with the holding of Dodge v. Ford Motor. With that the course concludes discussing the role of corporate governance in social developments in emerging jurisdictions.

• Type: Upper Class

This class offers a general introduction to the international legal system. We will explore how international law is made through treaties, custom, and other processes; the roles of different actors (e.g., states, NGOs, international organizations, and corporations) in making and applying international law; how violations of international law are identified and remedied by international institutions or actors; and how international law intersects with domestic legal systems, like the one in the United States. The class will cover a range of substantive areas of law, including human rights, the use of force, economic relations, and regulation of the global commons (with some variations across sections). Each topic will be discussed through examination of a real ongoing or recent incident, controversy, or conflict. Students will be encouraged to think about how law can be made, enforced, and interpreted in an environment lacking a single legislature, executive, or judiciary. This course will prove highly useful to preparing students for more specialized courses in international law.

• Type: Upper Class

This course will address the major issues of international litigation, including jurisdiction (under domestic American law, foreign law, and international conventions), choice of law (from an American and foreign, particularly European, perspective), taking evidence abroad (under American and international rules), and enforcement of judgments (foreign judgements in the U.S. and American judgments abroad). Time permitting, it will also cover the basic issues of international arbitration and foreign sovereign immunity.

• Type: Upper Class

This seminar will examine the socio-political and legal background on the formation of the International Criminal Court, as well as some of the rationales that many African nations were: among the first to become States Parties to the Rome Statute of the International Criminal Court; the first governments to make referrals to the ICC for investigation and possible prosecution; and the first to withdraw from the Treaty. Students will gain an understanding of the types of crimes tried by the Court, read multiple actual case studies, evaluate different arguments, and analyze Court decisions. Students will be expected to write short reaction and thematic papers, work on one or more group projects, and write a longer paper focusing on one or more politico-diplomatic or legal challenges: governments who lack trust in the ICC; the nature and/or power of individual defendants; security of witnesses; evidence; and/or ramifications at the national or regional level of decisions made by the judges.

• Type: Seminar

The South Africa Externship offers students the chance to spend the Winter semester working for a non-profit, government agency, or court. Since 1996, Michigan Law has placed over 150 students in full-semester externships, including positions at the Human Rights Commission (Cape Town, Johannesburg, Durban), Legal Resources Centre (Cape Town, Johannesburg, Durban, Grahamstown), University of Cape Town, Refugee Law Clinic, the Centre for Applied Legal Studies (Johannesburg), Centre for Environmental Rights (Cape Town), Scalabrini (Cape Town) and Lawyers for Human Rights (Johannesburg) to name a few.

Before they arrive, in even years, students take a course in Constitutionalism in South Africa, taught by Karthy Govender of Durban in person in Ann Arbor, MI, giving them a good grasp of the seminal South African cases so students can "hit the ground running" upon their arrival, as well as a companion seminar meant to enrich their experience (Law 939). In odd years, the students only take the companion seminar and spend longer at their placements in South Africa.

Students apply in the Winter before the program begins the following January. For more information, visit our website at hhttps://www.law.umich.edu/curriculum/externshipsandindependentstudy/Pages/default.aspx or contact lawexternships@umich.edu. We are happy to meet with students to answer questions, give guidance on potential placements, provide information on how to apply, etc. Further, every January we hold an informational meeting for all of our international externship programs, so please watch for that announcement.

• Type: Externship