Core Electives (Choose Two)
ADVANCED TOPIC: IN-HOUSE CORPORATE PRACTICE (2 credits)
This is a practical skills course in practicing as an in-house corporate lawyer that introduces students to the fundamentals of working effectively in a high-functioning corporate law department and prepares them for a career as an in-house corporate counsel. The course will cover the structure and mechanics of corporate legal departments; leadership, effective communications and the exercise of legal ethics within a commercial organization; the use of business tools and technology; and the in-house approach to managing intellectual property, labor & employment, significant litigation, regulatory compliance, corporate governance, international operations, outside counsel, contract negotiation and administration, and organizational crisis response. Students will have the opportunity to perform exercises relating to each of the substantive areas of in-house practice through actual case studies of corporate legal issues, simulating actual assignments as corporate counsel. Outside reading consists of articles and excerpts of published materials. Class sessions consist of lecture, class discussion, practical exercises and presentations, with some prominent in-house lawyers and general counsel as guest speakers, and networking opportunities. The final exam will consist of a write-up on a case study to be assigned on the last day of class and submitted prior to the end of the exam period.
CORPORATIONS (3 credits)
This course provides a basic understanding of both closely held and publicly held for‑profit corporations. Particular attention is given to the way in which corporations organize and operate. The course also examines the respective roles, relationships, responsibilities, and liability exposure of shareholders, directors and officers. The study of corporate litigation and regulation under key portions of the Securities Exchange Act of 1934 and the rules and regulations of the SEC is included.
FINANCIAL ACCOUNTING (3 credits)
This course represents an introduction to accounting for students with little background in the field. Initial emphasis is on established accounting principles and the analysis of financial statements. The course's perspective is that of a business attorney using financial statements to advise clients in various legal settings (e.g., the drafting of buy-sell agreements and the valuation of businesses). Students are expected to consider state and federal privileges between accountants and their clients, as well as the professional responsibility of an attorney to a corporate client.
INTERNATIONAL BUSINESS LITIGATION (2 credits)
This course deals with the litigation process in the United States when the subject of the litigation involves a transnational business transaction. We will examine the following topics: U.S. jurisdiction and other aspects of forum selection and forum non conveniens; service of process of a U.S. lawsuit abroad; international discovery; sovereign immunity; act of state; and enforcement of foreign judgments in American courts. Emphasis will be on acquiring practical skills in both prosecuting and defending international business litigation suits.
INTERNATIONAL TRADE LAW (3 credits)
In this course we will examine the trade commitments that countries have made under the World Trade Organization (WTO), with emphasis on the United States' participation. As part of the course, we will discuss some basic provisions of the central treaty, General Agreement on Trade and Tariffs (GATT), as well as some specific agreements, including, briefly, Agreement on Trade-related Intellectual Property Rights (TRIPs). We will also consider exceptions to trade commitments, such as environmental and public health exceptions.
SEMINAR LAW AND ECONOMICS (3 credits)
This course focuses on the application of economic analysis to legal issues, rules and institutions. Students will study fundamental economic principles that are relevant to legal problems, and will examine various areas of law through the insights of economic analysis.
SPONTANEOUS ORDER AND THE LAW (3 credits)
This course shows how experimental economics can be used to understand how spontaneous, self-generating and orders emerge (out of apparent chaos) in law and economics. This course uses a combination of hands-on learning in laboratory experiments and Socratic roundtable discussions of readings. Students will learn how experimental economics can be used to understand how exchange systems work and how rules of law emerge to undergird exchange. By building on this experience students will develop projects to explore different public and private applications to law.
ADMINISTRATIVE LAW (3 credits)
This course provides a study of the processes of decision making by administrative agencies and their control by legislators and courts. It centers on the tension between the need for delegation of power to agencies sufficient to ensure effective government, and the need to limit that power and protect the citizen from government oppression. The course focuses particularly on administrative procedure and deals with the concept of administrative discretion and the constitutional, statutory and common law doctrines that control discretion in administrative decision making. Also considered are contemporary issues that bear upon the fairness of governmental action (e.g., the right to notice and hearing, confrontation of witnesses, ex parte communications, institutional decisions, and combination of functions).
ADVANCED MEDIATION CLINIC (1-2 credits)
The Advanced Mediation Clinic provides an opportunity for students who have completed a semester in the mediation clinic to continue mediating court cases. Students in the advanced clinic seek ways to expand their mediation skills by working with mediation practitioners and exploring various techniques employed in mediation. Advanced clinic students co-mediate with mediation clinic students, providing assistance and guidance in the early stages of the mediation clinic experience. Through this practice, advanced clinical students develop their mediation skills while teaching others. There is no weekly classroom meeting for students in the advanced mediation clinic. Students meet regularly with clinic faculty during the semester and submit weekly journal entries for the cases mediated. Registration allowed only with prior approval from Professor Dowling.
BANKRUPTCY I (3 credits)
This course will explore adjustment of the debtor/creditor relationship through the federal bankruptcy laws, beginning with background discussion on the history and purpose of insolvency laws and continuing with the sources of both secured and unsecured creditor claims. The course will cover security interests, attachment and judgment liens, filing of the bankruptcy petition and schedules, the automatic stay, and creation of the estate and discharge. Chapter 7 liquidation and Chapter 13 wage earner plans will both be explored in depth. Other subjects explored will be relief of stay, dischargeability litigation and the avoiding powers of the trustee.
BANKRUPTCY II (3 credits)
This advanced course will cover both individual and business reorganizations in Chapter 11, including assumption and rejection of leases and other executory contracts, preparation of disclosure statements, and negotiation and confirmation of plans. Students will be expected to engage in role-playing exercise to simulate the competing interests of debtor, unsecured creditors and secured creditors in the reorganization effort. Bankruptcy Procedure and Practice, Part I is a prerequisite.
CLIENT INTERVIEWING & COUNSELING (3 credits)
Students will learn and practice skills involved in interviewing and counseling clients. Through the course of the semester, students will take one simulated case from the initial phase of gathering and evaluating facts supplied by a client, conduct substantive legal research, write a memorandum to the client file, and provide oral and written advice to the client based on consideration of facts and applicable law. The course will focus on interpersonal aspects of client relationships as well as ethical problems that may arise in the context of client representation. Students participate in simulated interviews and counseling sessions, portraying both client and attorney. Students will be videotaped in at least one interview or counseling session and will complete several written products, including a client letter, a memo to the file and papers analyzing the lawyering process from the perspective of both attorney and client.
DIRECTED RESEARCH (1-3 credits; 12 and ½ pages minimum per credit based on standard format)
Courses are available to 2-4Ls only to study and research topics which are not provided for by regular curricular offerings. To register for Directed Research, students must complete a directed research form and submit the completed form to the Registrar’s Office for processing. The signatures of the supervising full-time professor and the Associate Dean for Academic Affairs are required. The completed directed research form must be submitted to the Registrar’s office by the given Add/Drop deadline for the semester. Students cannot register for a directed research project online.
ENVIRONMENTAL LAW (3 credits)
This course constitutes an analysis of the ends and means of environmental protection through study of statutes, administrative regulations and practices, and judicial decisions treating the protection of the environment in the United States. Topics may include statutes that regulate pollution emissions (e.g., Clean Air Act, Clean Water Act); procedural requirements (e.g., National Environmental Policy Act, California Environmental Quality Act); administrative law (e.g., standing, standards of judicial review); hazardous and toxic substances and wastes; risk assessment and management; natural resources and wildlife conservation; enforcement and liability; and environmental justice.
EXTERNSHIP: CIVIL/AGENCY OR IN-HOUSE COUNSEL (3-5 credits)
Externships offer practical experience working for a government agency, non-profit or select law office, or the in-house legal department of an entertainment company or corporation (7654). Externs work under the supervision of experienced practicing attorneys or judges who provide guidance and training in research, writing, and practical lawyering skills. For information on how to obtain an externship and other program rules, read the externship handbook, available at Room 350-D, or on the “Externship Program General Information” course page on TWEN.
Externships can be taken for 3, 4, or 5 units, except for select judicial externships that are considered “full time” for 10 units. (Law firm externships can be taken for 1 or 2 units, only).
The Director of the Externship Program must approve all externships; students are not permitted to enroll online. To apply for admission to the externship program, submit a completed externship application to the director as soon as possible, or at least 2 weeks before the start of the semester. Applications are at the back of the externship handbook. If the director approves the externship, students will be enrolled in the course and corresponding section within 1 week.
In addition to fieldwork, first-time externs must attend a one-time classroom component (the "Boot Camp") which provides training in specific lawyering skills relevant to their placements. The boot camp is held during the first week of classes, and students may generally choose among several class times.
INTERNATIONAL HUMAN RIGHTS
INTERNATIONAL ENVIRONMENTAL LAW
MEDIATION CLINIC (3 credits)
The mediation clinic is designed to enable students who have completed the mediation course, or an equivalent course, to use and develop their skills as mediators through frequent and regular practice with actual parties under the supervision of experienced mediators. While working in the mediation clinic students have an opportunity to work with real litigants who have filed small claims, civil harassment and limited civil cases.
The types of conflicts addressed include, but are not limited to: Neighbor/Neighbor, Landlord/Tenant, Consumer/Merchant, Business/Business, Organizational, Family/Domestic, Personal Injury and Workplace. The students also interact with practicing attorneys, judges and other court officers. The mediation clinic requires students to serve as mediators in court and to attend class each Monday morning. Students will be graded on full participation in the mediation clinic including, weekly journal assignments, regular court attendance, class participation and willingness to mediate.
MEDIATION (3 credits)
This course focuses on different theories and approaches to mediation. Mediation is gaining in importance as a mechanism for parties to heal differences without the expense and trauma of litigation. The competent practitioner should understand how mediation works and how to represent clients effectively in a mediation setting. Students in this course have an opportunity to function as both advocates and mediators, using a variety of techniques to resolve disputes. The course grade is based primarily on papers assigned by the instructor.
MERGERS & ACQUISITIONS (3 credits)
This course will operate largely as an interactive seminar, built around “hands on” negotiating and drafting experience in a hypothetical merger and acquisition transaction. The first part of the course will cover various topics that are important to M&A transactions, including directors’ duties, shareholder voting and dissenters’ rights, Federal securities laws, income taxation and accounting, valuation, and trade regulation. Then the course will analyze the primary forms of acquisition (merger, sale of assets, sale of stock), and the basic differences between M&A transactions involving public and private corporations. The remainder of the course will focus upon the M&A case studies, including extensive participation, in teams of “buyers” and “sellers”, in the negotiating and drafting process in a typical M&A transaction.
NEGOTIATIONS (3 credits)
Practice preparing for and conducting legal negotiations. Discussion of negotiations theory, strategy, communications skills, and ethical issues. Students negotiate several different types of situations, both transactional and in anticipation of litigation. Students research the problems to be negotiated, and prepare various written products, which may include drafting a contract, evaluations of each negotiation, and/or a final analytical paper discussing some aspect of the negotiations process. This is a core requirement in the Certificate in Advocacy and Dispute Resolution. This course will satisfy the lawyering skills requirement.
PATENTS/TRADE SECRETS (2 credits)
This course offers an in-depth exploration of the role of patents as valuable assets to businesses and individuals and the purpose and function of patent claims. Standards for patentability and patent infringement are studied, as well as the intersection of patents and trade secrets. The course requires completion of a few practical exercises such as patent searching, claim drafting, preparing a patentability opinion, a student invention and the preparation of a provisional patent application.
PROFESSIONAL RESPONSIBILITY (2 credits)
This course examines the law governing the practice of law. Students will focus on the ABA Model Rules of Professional Conduct and the ABA Model Code of Judicial Conduct (from which most states adopt their own rules) and study ethics problems, cases, professional responsibility opinions, and other readings. Topics include judicial ethics, litigation ethics, pro bono obligations, the attorney-client privilege, conflicts of interests, solicitation of clients and lawyer advertizing. This course also explores when lawyers must either subordinate their own moral judgment to that of their clients or whistle-blow and violate what would otherwise be protected client confidences.
REAL ESTATE TRANSACTIONS (3 credits)
A study of various aspects of real estate transactions and financing. Topics may include contracts of sale, brokerage, buyer-seller rights and obligations, title insurance, development, commercial leasing, mortgages, deeds of trust, liens, foreclosure, receivership, priorities, subordination, suretyship, securitization, tax considerations, and strategies of negotiation and drafting.
REMEDIES (3 credits)
This course presents students with an analysis of the judicial remedies available in the American system of jurisprudence. The course is designed to familiarize students with the principles of the law of damages, the law of restitution, and equity and equitable remedies
SECURED TRANSACTIONS (3 credits)
"No Money Down," "0% A.P.R.," "No Payments until 2009." Innocent enough in their own right, each of these familiar phrases openly welcomes the consumer to the world of secured transactions. Generally speaking, a secured transaction is one in which a debtor borrows money from a creditor and designates property as collateral to secure repayment of the loan. A classic example would be the financed purchase of an automobile. Should the debtor fail to make the required payments, the secured party may take legal action or (in some instances) repossess the property. Secured transactions fuel a substantial part of the American economy. In this course, we will examine various rules governing debtor/creditor and creditor/creditor relationships, addressing several key questions: how do financial institutions protect themselves against borrower default, what happens when the debtor files for bankruptcy protection, and who wins when similarly-situated creditors must square off against each other in the fight for the debtor's vulnerable assets? Given that many of the rules governing secured transactions in personal property are found in Article 9 of the Uniform Commercial Code, we will frequently consult its provisions. In laying a core conceptual foundation, we will also address secured transactions in real property, including the ramifications of mortgaging property and the legal and equitable rights of mortgagors and mortgagees prior to and during the foreclosure process. In each session, we will apply the law to hypothetical problems presented, and as a result, students completing the course will have a knowledge base critical to the effective representation of average consumers, growing businesses, insolvent/bankrupt debtors, and sophisticated financial institutions. The course provides a solid foundation for courses in bankruptcy law.
SECURITIES REGULATION (3 credits)
This course covers the federal regulation of the distribution and sale of stocks and other securities as a means of financing business operations. Students will closely examine the Securities Act of 1933 and the Securities Exchange Act of 1934. The course will explore such topics as the definition and nature of securities; the registration and sale of securities to investors; exemptions from registration for public and private offerings; the philosophy of mandatory disclosure rules; the work of the Securities and Exchange Commission; the role of underwriters; civil and criminal liability of corporate issuers, directors, and officers for fraud and manipulation of securities markets; the regulation of brokers and dealers; and the unique professional responsibilities of attorneys who practice in the securities field. It is recommended that students successfully complete Corporations prior to this course.
SEMINAR: CORPORATE ETHICS & LEGAL PRACTICE
International Student Requirements
INTRO TO AMERICAN LAW (2 credits)
Introduction to American Law is a course designed for LL.M. students who received their law degrees from foreign, non-common law universities. The course provides an overview of various areas of the American legal system and legal profession. It is a basic introduction to the common law and statutory law in the U.S. in both the federal and state systems. It is designed to assist LL.M. students’ understanding of American law and legal issues so as to enhance their experience in their studies at the School of Law.
LEGAL WRITING SKILLS (3 credits)
This course is designed to develop legal writing skills needed for success in law school, on the bar examination and in practice. Among others, the course will review and develop skills needed to prepare case briefs, answers to law school essay exam questions, bar examination performance tests, internal memoranda, briefs, and client letters. Note: Any students who received a grade below 2.0 in Legal Research and Writing I and/or Legal Research and Writing II or if recommended by the LRW professors must take this course as a condition of graduation. In addition, students who are required to take this course must do so during their second year of study. Prior approval must be obtained for all other students seeking to enroll in this class. Priority is given to students who are required to take this course.
ADVANCED LEGAL RESEARCH (2 credits)
Following a review of basic research procedures, with emphasis on primary source materials, bibliographic research is conducted in the areas of legislative materials, including legislative histories, administrative materials and sources of the law. Emphasis is placed on the availability and use of treatises, forms, records and briefs, microforms and other materials used in practice. This course will satisfy the lawyering skills requirement.