Thursday, July 24

Contracts and Commercial Transactions in the United States taught by Professor Jeffrey Wittenberg

This course will explore the concepts and provisions of the Sales of Goods under Article 2 of the Uniform Commercial Code (“UCC”) The aim of the course is to familiarize international lawyers with the law of contracts as practiced in the United States.

          Commercial law topics will include scope, formation, performance, warranties and remedies.  In addition, the related concepts and policies of the common law of contracts will be integrated into the course of study.

          Selected additional statutes and regulations, such as the Magnuson-Moss Warranty Act, will be covered.

          The “UCC” will also be compared with the corresponding Articles of the United Nations Convention on Contracts for the International Sale of Goods (CISG). 

Method of Examination: Candidates will be evaluated based on an in-class final examination.

United States Law and Legal Methods taught by Professor Richard Perlmutter

This course is a required introduction to the U.S. LLM degree program and is intended to cover basic concepts and serve as a platform for the remaining courses in the program.

            The course will provide a general overview of the way in which law is made by both legislatures and courts in the common law legal system of the United States. It will provide a brief introduction to U.S. federalism with emphasis on the relationship between the national and state governments and court systems, including the scope and nature of judicial oversight of legislation and of lower court decisions in a multi-tiered court system.

            Major emphasis will be placed on exercises in legal reasoning and analysis, legal argument, legal research and the styles of legal writing that are required in the U.S. system. Opportunities for case-based argument through simulated court proceedings will be provided to explore the use of precedent in the United State’s case law driven system.

Appellate decisions and decision making will be investigated through readings that will focus on court decisions that demonstrate the evolution of legal rules and theories in the U.S. and the challenges that face United States attorneys.

            Much of the focus in class meetings will be on the nature of practice and practical skills of U.S. lawyers. In addition to practical exercises in reading, analyzing and using court decisions to construct legal arguments, students will have the opportunity to engage in several simulated transactional negotiations with other student-lawyers, and to be exposed to predominant negotiating styles of U.S. attorneys by observing U.S. lawyers in negotiation settings through taped presentations. Common U.S. business entities will be explored and participants will be required to engage in “hand-on” structuring of business enterprises. Techniques of contract drafting will be explored through drafting assignments in order to further enhance understanding of the “lawyering style” of U.S. attorneys.

Method of Examination: In lieu of a final examination each candidate will be assigned to work with another candidate on negotiation, structuring and documentation of a cross-border joint venture transaction. This exercise will take place over the last few days of the course and will also require a submission to be made after the completion of the course.

Corporations and Business Organizations in the U.S. taught by Associate Professor Robert Keatinge

This course describes the various legal forms of business organizations commonly used in the United States: corporations, partnerships (including general partnerships, limited partnerships, limited liability partnerships, and limited liability limited partnerships) and limited liability companies ("LLCs").  The manner in which business organizations operate in general will be described, and the differences among them with respect to such matters as liability, management structure, agency authority, decision-making, financial rights and duties, and federal income tax.  This will be done in the context of selecting the appropriate legal form for particular undertakings. 

            The course will also touch upon two other important considerations in setting up and operating a business organization: (1) Structural differences that can be superimposed on the organization by agreement among the owners (particularly in unincorporated organizations (partnerships and LLCs), it is possible to alter the relationships among the owners and managers dramatically in the operating agreement and partnership agreement.  The course will discuss benefits and risks of this flexibility). (2) Because organizations are formed under United States state law rather than Federal law, there can be important differences between two states' variations on the state legal form.  This is particularly true for LLCs, with respect to which a consensus state statute has not yet emerged. This course will include a discussion of those distinctions, focusing on the model and uniform laws and the laws of the state of Delaware.

Method of Examination: The class will be evaluated through a take-home examination problem to be distributed at the end of class.

Resolution of Private International Disputes taught by Associate Professor Christopher Gibson

This course will explore key issues faced in resolving transnational disputes, with emphasis on international comparative law. Throughout the course, we will consider complex adjudicatory problems in the contexts of international arbitration and transnational litigation. The course will first consider threshold issues such as service of process, jurisdiction, forum non conveniens, forum selection clauses, enforceability of arbitration agreements, and arbitrability. Then, we will turn to issues arising during the proceedings, including choice of law, evidence and expert testimony, and multiparty arbitration. If time permits, we will examine certain aspects of judicial assistance, including anti-suit injunctions, interim awards, discovery orders and letters rogatory. Finally, we will look at post-proceeding issues such as challenging arbitral awards, appeals, and the recognition and enforcement of foreign judgments and arbitral awards.

Method of Examination: The course grade will be based on a final take-home examination.

E-Business, U.S. Law and the Internet taught by Professor Michael Rustad

This course is intended to provide a framework for understanding the array of legal, business, and policyissues faced by E-Businessesestablishing a presenceon the Internet.  Specific topics are subject to change depending upon developments but will include the following topics:  civil procedure in cyberspace, transborder choice of law, jurisdiction, and enforcement of judgments, digital contracting (including state, federal and cross-border statutory developments, digital signatures, and bots or software spiders); online consumer protection including (data protection, unfair contract terms, and enforcement by state and federal agencies); digital intellectual property rights (including trademarks and domain names, copyrights in cyberspace, trade secrets in an online environment, meta tags, the Digital Millennium Copyright Act); torts in cyberspace (i.e. stalking, e-mail monitoring, viruses, spam e-mail, privacy, and negligent Internet security) and coping with regulatory agencies in a cross-border legal environment. This course will use Suffolk Personal Computers, a hypothetical E-Business, to illustrate how these issues such as the following arise and what steps should be taken to protect an E-Business:. 1) How to protect intellectual property in cyberspace; 2) How to create and enforce web site and other online contracts; 3) How to avoid liability and protect rights in cyberspace; 4) How to conduct a legal audit prior to doing business on the Internet; 5) E-Commerce law and policy; and 6) Compliance with national and supranational law and policies. 

Method of Examination: Candidates will be evaluated based on an in-class final examination.

Capital-intensive public and private projects throughout the world including large-scale infrastructure, transportation, energy, technology, and environmental projects depend upon project financing as the primary funding mechanism.  Understanding and resolving the political, legal and financial risks associated with the planning and implementation of these projects, and often in emerging and unstable economies, is the critical first step in funding project finance opportunities. 

            The course will focus on projects in developed countries as well as emerging market economies from an American law perspective.  An interdisciplinary analysis, from the legal, business and public perspective will be used to assess the views that project owners, sponsors, investors, lenders, designers, contractors, host governments, insurers, bondholders, lawyers, output purchasers, suppliers, multilateral agencies and other stakeholders bring to a project finance. Central to the course will be the risk analysis undertaken by each project participant to gauge its exposure in a project and the techniques available to reduce risk generally and transfer risk to the party most suited to bear it.

            Several of the world’s largest and most complex civil engineering, technology, and infrastructure projects will serve as models for analysis of project finance and risk including the Chad Cameroon Pipeline, English Channel Tunnel, Hong Kong Disney, Iridium LLC, Poland’s A-2 Motorway, Australia-Japan Cable, the Enron Dabhol Power Project, and Boston’s Central Artery/Tunnel Project. 

            Specific topics will include the major factors considered in the development of a policy statement for the use of project finance, an economic model for assessing development impact, objectives of project finance participants, how project finance creates value, structuring a framework for managing project risks, and understanding why projects fail, and the tools necessary to develop successful projects.  Discussions will focus on alignment between owner’s goals and effective outputs from designers and contractors, the management of project finance and cross-border risks, the implementation of public-private partnerships, a comparative overview of project execution and delivery techniques, and social responsibilities including anti-corruption, environmental, cross-cultural negotiation and human rights.

            Each step of the project finance process will be analyzed including the rationale and sources for the project finance, the legal structure and documentation of the project finance, organization and management of the project, risk allocation and mitigation, and dispute resolution. 

Method of Examination: A final take-home examination will be given at the end of the course that will cover the course fundamentals through analysis of actual project finance case studies.  

Corporate Finance under U.S. Law taught by Professor Joseph Franco

This course will explore the intersection between U.S. legal principles and corporate decisions concerning financing, acquisitions and takeovers.   The primary focus of the course will be two main areas: (1) legal rights of holders of senior securities (debt, preferred, and convertible securities) with respect to corporate issuers; and (2) the role of the board in extraordinary business transactions, such as mergers or restructuring transactions.  The course will offer a supplementary introduction to basic financial concepts such as present value, risk, and leverage, but only for the purpose of examining and explaining the economic and financial rationale underlying corporate law principles in this area.  No prior familiarity with finance will be assumed, but there is an expectation that all students have some familiarity with basic corporate law principles. 

Method of Examination: There will be a one-hour exam (quiz) on Monday July, 14th during class which will count for 50% of the grade. The remaining 50% of the grade will be based on a take-home problem, the details and deadlines for which will be announced later.