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

Administrative law as a field has focused, somewhat myopically, on the role of federal courts in reviewing and constraining agency action. This judicial focal point should come as no surprise. Federal courts, after all, serve as a critical bulwark in the modern regulatory state. This seminar, however, explores how it is a mistake to fixate just on courts. So much of administrative law happens without courts. Put differently, federal agencies regulate us in many meaningful, and sometimes frightening, ways that either evade judicial review entirely or are at least substantially insulated from such review. This seminar surveys recent scholarly work on administrative law and regulatory practice to better understand this concept of bureaucracy beyond judicial review. Each week we will focus on a different aspect of the modern regulatory state.

• Type: Seminar

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

This graded course gives a select group of students who have excelled in a Problem Solving Initiative (PSI) class the chance to spend another semester, under faculty supervision, working on the subject matter of that PSI class. The course is designed to give students a more in-depth problem solving experience at a higher level of sophistication than may have been possible during their original PSI classes. Students may only enroll following PSI faculty invitation. Faculty and invited students determine the number of credits to be awarded.

• Type: Problem Solving Initiative

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, culminating in a model for public advocacy.

• Type: Seminar

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.

• Type: Practice Simulation

This simulation course is a practicum, taught by a veteran federal court, state court and arbitration tribunal trial lawyer, which will take students from the initial drafting of a complaint and answer in a hypothetical commercial case through trial, jury verdict and post-judgment motions. Students, working together both individually and as teams, will strategize the complaint allegations to be filed and the responses to those allegations; will draft pleadings and papers in pursuance of the claims and defenses; will file dispositive motions; will conduct written discovery and depositions; will participate in a pretrial conference; will file and respond to dispositive motions; will attend a pretrial conference and a settlement conference; and will then prepare for and participate in trial, including presentation of voir dire questions and peremptory challenges, opening and closing statements, direct examination and cross-examination, evidentiary objections and responses thereto and motions for directed verdict and responses thereto at the close of proofs. While the course will have some theoretical discussion about the art of persuasion, the primary emphasis will be on a hands-on approach that is designed to mirror, as much as possible, what a student's experience will be like in prosecuting or defending a commercial case when he or she is a practicing lawyer.

More and more hiring law firms are expecting law students to be as "trial ready" as possible when they enter private practice and join their firms' litigation departments. This course aims to provide students with that experience.

• 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

Believing that the merger provisions of the Clayton Act have been applied too narrowly, the Antitrust Division and the FTC have brought a number of high-profile merger challenges recently seeking to broaden the application of that Act in important ways. This course will address the premise of these challenges -- have the merger provisions been applied too narrowly? -- and will examine a number of those challenges involving such issues as potential competition, vertical foreclosure, and monopsony power to ask whether the agencies are succeeding in these efforts.

• Type: Seminar

Artificial intelligence (AI) is increasingly pervasive in areas of legal concern, including lethal autonomous weapons systems ("killer robots"), autonomous vehicles, medical diagnostic algorithms, criminal sentencing, predictive policing, welfare distribution, consumer manipulation, and content moderation. This seminar will provide an introduction to the field of how the law treats AI. We will consider what AI is, how the law shapes its development and regulation generally, and implications in some specific subject matter areas. Please note that we will not focus on AI as a tool of legal practice (e.g., e-discovery). Readings will include legal scholarship, scholarship from other fields, and (to a lesser extent) cases, statutes, regulations, and other materials as appropriate. No technical background is required, but you must be willing to engage with the technology. Class will be centered on robust discussion, with occasional guests, informed by the readings, response papers, and student discussion questions. Students have the option of writing a longer term paper rather than shorter response papers for an additional credit.

• Type: Seminar

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

• Type: Upper Class

This practice/simulation course will cover the entrepreneurial business, from its inception to its end -- by dissolution, liquidation, merger or public offering. Like Gaul, the course will be divided into three parts, which will be covered and interfaced with each other on a continuing basis -- state enterprise law, Federal income tax law and enterprise documentation. The range of subjects will include the choice of entity (partnership vs. corporation), tax implications (equity vs. debt), bringing in others (investors, key employees, independent contractors), protecting the enterprise (covenants not to compete or solicit business or customers, protection of intellectual property and confidential information), expanding the business (form and format for subsidiaries and affiliates, acquisitions and joint ventures) and mergers, consolidations and public offerings.

• Type: Practice Simulation

This course concerns the law, economics, and institutions of financial trading markets, such as markets for stocks and bonds, which provide "capital" or financing for businesses in the economy. These markets serve vital social functions, including facilitating trade and incorporating information into prices, which serve as guides for the real economy. The course will begin with the major institutions of financial trading markets. It will then address the economic theory that explains their dynamics. These segments lay the groundwork for a more informed discussion of the substantive law that governs capital markets. In particular, we will consider (1) the regulation of market structure; (2) contemporary controversies regarding the modern stock market, such as high-frequency trading and dark pools; and (3) the regulation of misconduct by traders, including manipulation and insider trading.

By the end of the course, students should be equipped to analyze with sophistication important law and public policy issues, such as high frequency trading, dark pools, and market structure. The class is a blend of statutory and case law, economics, and public policy. It should be of value to any student interested in a career involving the capital markets, securities, or with an interest in the functioning and social value of markets.

This course focuses on trading markets, in contrast to Securities Regulation, which focuses on the regulation of the issuers of stocks and bonds, and their agents, in connection with the offering of securities.

• Type: Upper Class

The Child Advocacy Law Clinic provides students with an in-depth, interdisciplinary experience representing parents and children involved in the foster care system. With close support and supervision of an interdisciplinary faculty, students address the complex legal, social, emotional, ethical, and public policy questions of when and how the state ought to intervene in family life on behalf of children. The clinic seeks to introduce students to their new lawyer identity, the substantive and skill demands of this new role, and the institutional framework within which lawyers operate. Building on the field experience of actual case handling as a basis for analysis, it seeks to make students more self-critical and reflective about various lawyering functions they must undertake. Students are asked to integrate legal theory with real human crises in the cases they handle. Students will develop habits of thought and standards of performance and learn how to learn from raw experience for their future professional growth. Students must enroll for the 4-credit clinic and the 3-credit seminar, taken concurrently. The clinic meets the New York Pro-Bono requirement and fulfills the Law School's professional responsibility requirement for graduation, but does not fulfill the New York State Bar ethics requirement.

• Type: Clinic

The Child Advocacy Law Clinic provides students with an in-depth, interdisciplinary experience representing parents and children involved in the foster care system. With close support and supervision of an interdisciplinary faculty, students address the complex legal, social, emotional, ethical, and public policy questions of when and how the state ought to intervene in family life on behalf of children. The clinic seeks to introduce students to their new lawyer identity, the substantive and skill demands of this new role, and the institutional framework within which lawyers operate. Building on the field experience of actual case handling as a basis for analysis, it seeks to make students more self-critical and reflective about various lawyering functions they must undertake. Students are asked to integrate legal theory with real human crises in the cases they handle. Students will develop habits of thought and standards of performance and learn how to learn from raw experience for their future professional growth. Students must enroll for the 4-credit clinic and the 3-credit seminar, taken concurrently. The clinic meets the New York Pro-Bono requirement and fulfills the Law School's professional responsibility requirement for graduation, but does not fulfill the New York State Bar ethics requirement.

• Type: Clinic

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

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 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 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 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

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 racial profiling controversy in Ann Arbor. They will gain experience in client interviewing, public records requests, complaint drafting, responding to motions to dismiss, oral argument, depositions and negotiations. Students will 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 also 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. § 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.

The Civil Rights Litigation Practicum (Law 807) is a recommended but not required prerequisite for the Civil Rights Litigation Initiative. 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

[aka Michigan Clinical Law Program]

The Michigan Clinical Law Program (MCLP) is a 7-credit litigation clinic that gives students the chance to practice law in a variety of issue areas affecting low-income clients. Students must enroll in the 4-credit clinic and the 3-credit seminar, taken concurrently. The clinic covers many areas of the law. The civil case-load changes term to term, but may include landlord-tenant, consumer, family law, public benefits, employment discrimination, asylum and refugee, contracts, torts, and prisoners' civil rights cases. We try to keep a wide mix of work, from simple one-issue cases to class actions raising issues of first impression. On the criminal side, students handle misdemeanor cases for their short-term files, and do (mostly post-conviction) felony cases for their more complex files. Students do all of the work for their clients (under faculty supervision), including interviewing, counseling, legal research, discovery, negotiation, motion practice, bench and jury trials, and appeals. Students have "first-chair" responsibility for their cases and primary responsibility for their clients. MCLP students handle cases in the state district, circuit, and probate courts, as well as the federal district courts, state and federal administrative agencies, and appeals to all levels of both court systems. The seminar and field-work are graded. The MCLP meets the NY bar pro bono requirement. A more detailed description can be found at: https://www.law.umich.edu/clinical/generalclinic/Pages/default.aspx

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

[aka Michigan Clinical Law Program]

The classroom component of the MCLP includes some trial advocacy simulations to introduce basic trial skills. Students must enroll in the 4-credit clinic and the 3-credit seminar, taken concurrently. Each student will also participate in two intensive trial practice exercises: a mock adversarial hearing at mid-term and a mock trial at the end of the term. Other class sessions address topics including the role of the lawyer, ethical issues in law practice, client-centered lawyering, the adversarial process, other related issues affecting the clinic's poor client population, and case rounds. The seminar and field-work are graded. The MCLP meets the NY bar pro bono requirement. For a more detailed description, see: https://www.law.umich.edu/clinical/generalclinic/Pages/default.aspx

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 be moving forward in "real time" as climate change and clean energy legal, political and policy decisions are being made. The electricity market, technologies and policies are now transforming as rapidly as did wireless telecommunications, which changed the ways that we live and work. In this seminar, we will learn about and discuss how legal and policy principles are adapting to climate change solutions, especially emerging distributed clean solar energy and battery storage technologies and a more competitive and decentralized electric power market.

We will engage in simulations and role plays to better understand how dynamic energy law issues are addressed in the regulatory and political arenas. We will also engage some guest speakers and participants in our seminar discussions: for example, a leading climate scientist, experienced attorneys who are actually litigating some of the cases that we'll be discussing, and solar energy industry leaders.

We will explore the newly emerging "clean energy law," "climate law," and "environmental constitutionalism" as federal courts increasingly review, for the first time, the constitutionality of federal and state environmental and energy statutory standards. For example, what are the limits under the Commerce Clause, Supremacy Clause and the 10th Amendment, and the new "major questions" doctrine on federal actions to encourage state clean energy and environmental policy actions, and to overrule local transmission siting decisions, and in what circumstances should there be federal preemption of states' energy policy initiatives? Do the Commerce Clause and the Supremacy Clause affect state standards for new renewable energy development, and state subsidies for otherwise uneconomic old nuclear power plants to keep running? Can a state enact a renewable energy standard requiring utilities to purchase a percentage of their electricity supply from wind power and solar energy and specify that those resources be principally provided from in-state generators? What are the constitutional and statutory lines of demarcation between the Federal Energy Regulatory Commission's and state Public Utilities Commissions' regulatory authority for transmission siting and pricing, and for energy efficiency and demand response?

What challenges are presented by a federal system of government, based on state boundaries, in regulating energy generation, which produces commodities (i.e., electrons) and pollution that cross those boundaries? What are the benefits versus risks and harms of inconsistent standards in Justice Brandeis' "fifty laboratories of democracies"?

The common law has always been the remedy of last resort -- the bulwark of legal theories upon which laws are based and looked to when legislatures or policymakers have not addressed a specific issue. Is the common law a viable approach to addressing climate change in the first place, and what room does the U.S. Supreme Court's AEP decision leave open for state common law claims? What role, if any, should there be both for the federal and state common law of public nuisance? What's the difference? Why does it matter if federal common law remedies are displaced if the state common law remedies are not also displaced and can continue to be asserted by plaintiffs? Is the common law a prod, a solution, or both?

This seminar will take place in "real time" while: (1) There is rapidly developing new climate and energy case law with decisions issued by the United States Supreme Court (e.g., West Virginia v. EPA) and other courts (e.g., recent U.S. Courts of Appeals' decisions remanded municipalities' common law actions brought against oil companies for damages from greenhouse gas pollution to the state courts) in this area of emerging law; (2) Market forces and technological innovations -- rapidly improving distributed solar energy and energy storage, robust wind power, low-priced shale gas, and more energy efficient lighting, appliances and equipment -- are reshaping traditional energy markets and putting new economic pressures on aging baseload coal and nuclear plants; (3) The Biden administration and Congress' Build Back Better and Inflation Reduction Act legislation accelerating climate change solutions, mostly through extending and expanding federal tax credit incentives for solar energy, battery storage, EVs and other clean technologies; (4) State and municipal governments continue to step up to accelerate climate change solutions -- including moving to implement clean energy development and clean transportation policies and innovative financing approaches -- as they did when the federal government stepped back during the Trump administration; and (5) The private sector is accelerating investments in cleaner energy developments and strategies.

One key opportunity and challenge for our society and government policymakers at all levels is how to construct policies that support both environmental progress -- healthier air and cleaner water, and open space with diverse habitat -- and economic growth together. This challenge is compounded by the growing realization that we must have policies that meet not just immediate needs, but future generations' needs as well by reducing carbon pollution that causes destructive climate change and by preserving natural resources both for their future use and their own intrinsic value. We will focus special attention on both the legal authorities and limitations under the Constitution and federalist system that policymakers, litigants and the public face in trying to achieve this goal and accelerate necessary climate change action and solutions.

Students receive 2.0 credits for this course with a final paper of 25-30 pages on a seminar-related topic of the student's choice. This final paper satisfies the Law School's Upper Level Writing Requirement. An additional 1.0 credit of Research (Law 900) is available for students writing a longer paper of 40-50 pages, which they are seeking to publish in a law journal.

Course requirements are engaged class participation (33% of grade) and the final paper (67% of grade). For class participation, we'll follow the Law School's Policy on Classroom Participation. There are no required prerequisites for this seminar although a previous environmental law or natural resources law class, and constitutional law and administrative law course(s), will be helpful.

• Type: Seminar

The purpose of this class is to familiarize students with the theoretical and practical aspects of collective bargaining and arbitration. Students will be assigned negotiation projects, asked to write arbitration awards and draft other documents commonly used in collective bargaining and arbitration.

• Type: Practice Simulation

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

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

Course description coming soon . . .

• Type: Seminar

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 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

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

Corporate Social Responsibility: Regulatory, Civil, and Criminal Approaches

Enforcement authorities at home and abroad wield an array of criminal, civil, and regulatory tools to promote corporate responsibility in relation to governmental corruption and human rights violations. This course will review in detail DOJ and SEC enforcement of the Foreign Corrupt Practices Act ("FCPA"), building on this basis to discuss anti-corruption legislation in other countries and cross-border investigations. Turning back to the U.S., we will explore financial and trade regulation to promote good governance, including the U.S. sanctions and anti-money laundering regimes, securities disclosure-related initiatives to promote environment, social, and governance ("ESG") goals, and import restrictions and customs enforcement. We will conclude with an examination of regulatory initiatives in other counties and regional organizations to promote corporate responsibility for human rights. We assess how well these regimes promote corporate responsibility and reduce corruption and human rights risks, and explore the differences between civil/criminal enforcement and regulatory approaches in terms of their aims and outcomes.

• 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

Attorneys don't just practice law in a courtroom; they practice law in meeting rooms and boardrooms with officials and corporate clients. This practice simulation course will give students opportunities to practice these interactions with regulators, clients and judges through the lens of antitrust law. The course will be divided into two sections: Implementing a Compliance Program and Exploring Settlement of Difficult Legal Issues. Each of the sections will include a discussion of the substance of a common antitrust issue and the counseling or advocacy issues that could surround it. At the end of each section, selected students will role-play a common method of applying the substance and counseling/advocacy discussed. Depending on enrollment, students will select one of the role-playing exercises in which to participate or participate in both. Both sections will utilize fictionalized versions of facts and documents used by the instructor in practice.

• Type: Practice Simulation

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