Alphabetical Course Descriptions | Courses By Subject Area | First Year Courses | Upper Level Courses

COURSE DESCRIPTIONS BY SUBJECT AREA

A Curriculum Rich in Substance and Choice

At its foundation, Penn Law's curriculum is constructed of courses focused on in-depth study of traditional legal doctrine; upon this foundation, we have built a program of unrivalled depth. Our commitment to educating lawyers who can exercise their skills and talents in a wide variety of fields is evident in the correspondingly wide array of available courses. Complementing this rich and evolving curriculum are the courses offered at the graduate departments and professional schools of the University of Pennsylvania.

Here, to give you a sense of the breadth of the curriculum, is a listing of courses taught in recent semesters. Note that, because our faculty is engaged in cutting-edge scholarship in all fields, our course and seminar roster changes frequently, and we cannot guarantee that any given course will be taught in any specific semester.

Business Organizations and Financial Institutions
Clinical, Professional Responsibility, and Co-Curricular
Commercial Law
Constitutional Law and Related Fields
Courts and the Administration of Justice
Criminal Law and Procedure
Environmental, Land Use, and Natural Resource Law
Family and Estate Law
Human Rights Law
Intellectual Property and Technology Law
International and Comparative Law
Labor Law
Law and the Health Sciences
Perspectives on the Law
Property and Land Development
Regulation of Business
Taxation
Urban and Public Interest Law

(S) = Seminar

BUSINESS ORGANIZATIONS AND FINANCIAL INSTITUTIONS

Accounting

2 sem. hrs.
This course is designed to provide the student with an understanding of the basic fundamentals of accounting, emphasizing the nature and purpose of financial statements. The course will focus on legal problems that lawyers and their clients should consider in using and relying on financial statements and not on the technical aspects of preparing financial records and financial statements. No prior background in bookkeeping or accounting is necessary. The course's format will be approximately 50% lectures, 50% Socratic. The takeaway exam will be a combination of short-answer, essay and multiple-choice questions.

Adv Issues in Priv Fin & Corp Reorg - Yearlong (S)

1.5 sem. hrs.
This seminar will address topics in private financing and corporate reorganization under Chapter 11 of the Bankruptcy Code. The principal emphasis will be on student research; a written research paper (which may satisfy the senior writing requirement) will be required. Students will be required to select a paper topic and submit a brief abstract before December 1, 2008. The instructor will be available in during the fall term consult with students about the selection of a topic. There also will be one or more organizational meetings in the fall term. Beginning after spring break seminar meetings will be devoted to students' presentations of their research and discussions by the seminar participants. Students wishing credit for the senior writing requirement must submit an initial draft for my review and comment by the week following spring break. All final papers will be due no less than five days before grades are due in the Registrar's Office for graduating students.

Adv Topics in Corp Law: Role of Ind Dir in Corp Gov (S)

3 sem. hrs.
In recent years, independent directors have become increasingly important in the governance of American corporations. This seminar, co-taught by a professor and a judge on the Delaware Court of Chancery, will focus on the evolving role of independent directors. The course will place the current role of independent directors in American corporations in historical and comparative context, by considering the evolution in the role of independent directors in America itself, and in comparison to other nations. The course will then focus on some of the key functions now vested in independent directors in the U.S., including: a) approval of conflict and change of control transactions and defensive measures; b) oversight of the legal and financial compliance function; c) the hiring, retention, and compensation of top management, and the approval of the CEO's strategy for the firm; and d) the firm's approach to corporate governance. The class grade will turn heavily on class participation (40%) and on a research paper of around 25 pages (60%). Several of the seminars will involve prominent guests from the corporate law and financial business communities.

Advanced Business Law: Understanding Business Law Scholarship (S)

3 sem. hrs.
This course is designed to introduce the student to current academic research and scholarship on a range of business law topics. Students will read 6-8 works in progress by leading academics, and then attend workshop sessions in which the authors present their work. Prepatory sessions will focus on background readings that enable students to understand the scholarship in context. Students are expected to write short (approximately 5 page) position papers analyzing each of the papers presented and to participate actively in the discussion sessions. Students may complete the writing requirement and receive an additional credit by writing a research paper. Several sessions of this class will be cancelled, including October 9th. Make-up sessions will be announced. Corporations is required as a pre-requisite or co-requisite.

Analytical Methods in the Law

3 sem. hrs.
Familiarity with quantitative reasoning and statistics is increasingly an important part of a lawyer’s job. This course will prepare students to understand the use of and to apply quantitative tools from statistics, finance, and economics to problems of legal importance. Topics covered include decision analysis, hypothesis testing, linear regression, game theory, microeconomics, and time discounting. Legal applications include litigation, negotiation, environmental law, corporate law, criminal law, employment law, antitrust, and intellectual property. In addition to a main textbook, sources for course material are drawn from legal cases, scientific studies, and journal and newspaper articles. The goal of the course is for students to develop their quantitative intuition through practical application, including the use of computer tools such as Excel. No specific mathematics background is required, and students with little or no quantitative coursework are especially encouraged to take the course.

Antitrust Law

3 sem. hrs.
The course considers the basic principles of antitrust law. It will examine the laws of horizontal restraints (including price fixing and other forms of collusion), vertical restraints (including resale price maintenance and territorial and customer restrictions placed on dealers), monopolization, merger regulation, and the relationship between antitrust and other forms of economic regulation. Although a background in economics may be useful, no previous knowledge of economics is assumed.

Art of Deals: Int'l & Dom Business Transactions (S)

3 sem. hrs.
This course will explore various types of business transactions, both domestic and international, with a view to understanding the principles and dynamics underlying the art of “doing deals” from a US perspective. We will analyze different types of transactions, simple and complex, from the structuring of the transaction to the documentation of the deal, including: - requirement contracts; - technology licensing agreements; - asset purchase transactions and related documentation (confidentiality agreements; letters of intent; non-competes; earn-outs; employment agreements etc…); - stock purchase agreements and related documentation; - project financings; - financial transactions (loan agreements; swap agreements); and - private equity transactions. The class will also emphasize the drafting skills necessary to properly document the transaction and represent the interests of the client. Students should have a basic understanding of US contract law.

Bad Intentions Seminar (S)

3 sem. hrs.
In this seminar we will ask: When should legal liability turn on subjective bad intent? We will explore mental state requirements in private and public law, including: the principle of good faith in contract law and corporate fiduciary law; the distinction between intentional and non-intentional torts; scienter under the federal securities laws; mens rea in criminal law, and; impermissible purpose under the First and Fourteenth Amendments. Each student will participate actively in each session, present a short paper in an assigned week, and submit a final paper on an approved topic on the last day of class.

Business Acquisition Process

2 sem. hrs.
This course will focus on developing the lawyering skills required by an attorney advising a client who is selling or purchasing a closely held business. Individual drafting exercises, as well as client interview/strategy discussions and negotiations by student(s) acting as counsel to the buyer or seller, will be interspersed with periodic lectures on the business acquisition process and analysis of selected court opinions and publicly available documentation of actual acquisition transactions. A prerequisite is the course on Corporations (aka Business Associations).

Chapter 11: Corporate Reorganization

3 sem. hrs.
This course, taught by an experienced practioner, will focus on the practical and strategic applications of Chapter 11 of the Bankruptcy Code. It will examine applicable statutory and case law with particular emphasis on hypothetical considerations confronting debtors and creditors in a business reorganization so that students will appreciate the negotiation, litigation, and the transactional components of a Chapter 11 case. While some basic features of corporate finance will be covered, the course will not duplicate a course or seminar in corporate finance.

Commercial Credit I

3 sem. hrs.
The course will provide an intensive examination of some of the practices and legal problems which arise in the extension of credit, particularly business credit. The principal focus of the course will be on Article 9 of the UCC, which deals with security interests in personal property. The course will also introduce basic practices and principles involved in the extension of both secured and unsecured credit. Attention will be given to problems of relating the UCC to underlying legal principles of general applicability and to other statutes, such as the Bankruptcy Code.

Commercial Credit I

Commercial Credit II

3 sem. hrs.
This course will focus principally on bankruptcy, although we will also briefly consider state collection remedies and other nonbankruptcy issues that overlap with bankruptcy. We will consider all aspects of bankruptcy law, starting with commencement of the bankruptcy case; continuing through issues such as trustee avoidance powers and operating a business in bankruptcy; and concluding with liquidation, individual wage earner plans, and corporate reorganization. At various points, we will pay particular attention to recent legislative reform efforts. The course will consider both the theoretical debate as to the proper role of bankruptcy, and the doctrinal apparatus of the Bankruptcy Code. The class will be roughly 60% participatory, but will at times be Socratic (30%) or lecture (10%) in format. Class participation may be taken into account in grading. There will be an in-class exam.

Consumer Law: From Fraud to the Fed

3 sem. hrs.
This course explores the dance between the law and sellers of consumer goods, services, and credit, against the background music of our cultural beliefs about consumers. Consumer law is an immense topic, including everything from products liability to investor protections. We will focus on those topics generally not covered in other courses: the move from common law fraud and contract claims to statutory unfair and deceptive trade practices and U.C.C. claims; the costs and benefits of disclosure as a form of regulation of credit card, home mortgage, and other consumer credit transactions; the tension between facilitating transactions and minimizing the risk of errors and abuses in our private credit reporting system; the successes and limits of legal prohibitions on discrimination in consumer transactions; and enforcement of consumer law in the age of arbitration. There will be an in-class exam.

Contract Drafting (S)

3 sem. hrs.
The aim of this course will be to teach students how to draft contracts that are clear and effective; participants can expect learn in one semester what a corporate associate might take several years to learn, if at all. The course will focus on two overarching topics: what to say in a contract, and how you should say it. In terms of contract language, much of our time will be devoted to having students put into practice the recommendations contained in Professor Adams’s ABA book “A Manual of Style for Contract Drafting.” In addition, we will examine the building blocks of a contract and the linkages between them; we will explore certain key contract concepts, such as “material adverse change” provisions and “best efforts” and its variants; and we will study the “boilerplate” provisions that are found in most contracts. We will also explore how contracts are drafted and negotiated. Throughout, we will consider the shortcomings of current drafting practices, in terms of both quality and process. There will be several written assignments, each requiring that students either draft a contract expressing the terms of a mock transaction or redraft a contract that is representative of mainstream practices but is nonetheless deficient. Students will be permitted to drop the course only after the first class. And anyone who wishes to add the class will be permitted to do so only if they attended the first class.

Contracts

4 sem. hrs.
A study of the legal protection accorded promissory arrangements. The course deals with the reconciliation of the competing values of private ordering through consent-based agreements and of public regulation of exchange transactions. Subject matter considered includes the interpretation of contract terms, the effect of changed or unforeseen circumstances on contract obligations, and the remedies which the law provides for breach of contract. Also included are limitations on contract enforcement because of unconscionability and bad faith. The course emphasizes both the contract in litigation and the influence of contract law on transactional planning. The Uniform Commercial Code is prominent in the legal sources studied.

Corporate Finance

3 sem. hrs.
This course presents an overview of the basic principles of corporate finance. Topics include securities valuation including the discounted cash flow analysis, pricing of bonds and common stocks; portfolio theory including the capital asset pricing model and precepts of market efficiency; and capital structure of firms, including the weighted average cost of capital and debt policy. This material is then combined in a section dealing with approaches to valuing entire companies. A final brief section introduces option theory. The course combines finance and legal perspectives for each topic. The primary reading is a standard MBA-level finance text. There will be a series of ungraded problem sets and a graded open-book final exam. This course or an equivalent course satisfies the requirements needed to register in upper-level MBA courses offered by the Wharton Finance Department. Prerequisite: A completed course in or current enrollment in Corporations. There will be an in-class exam.

Corporate Law Theory Seminar (S)

1.5 sem. hrs.
This seminar will examine a variety of cutting edge issues in corporate law with frequent guest lecturers. A basic course in corporations (at Penn or abroad) is a prerequisite. Attendance is required. Students will be expected to write weekly 3-5 page "reaction papers" in response to the assigned reading.

Corporate Lawyering

2 sem. hrs.
The nature and substantive aspects of the practice of law in a corporation or other business setting: the unique role of in-house counsel; the ethical considerations and professional responsibilities of the employee/attorney; the multi-faceted functions and responsibilities of in-house lawyering including fostering the corporate conscience, corporate compliance, educating the organization, implementing corporate governance procedures, interfacing with business operations, participating in governmental/public affairs and legislative activities, and selecting, utilizing, and supervising outside counsel. The course will feature the participation of leading corporate executives and outside practitioners.

Corporate Taxation

2 sem. hrs.
Tax issues relating to the formation, capitalization, operation, restructuring, liquidation, and reorganization of corporate entities form the core of this course. The course will examine the tax consequences of equity and debt to both the issuing corporation and the shareholder or holder of corporate debt instruments and will provide a brief introduction to certain hybrid financial products commonly issued or acquired by corporate entities. While the focus is on tax issues, the business reasons for engaging in various transactions will be an integral part of the course. This course is useful both to students considering tax practice and to students interested in general business practice. Federal Income Tax I is a prerequisite. The course will combine lecture and problem solving. There will be an in-class exam.

Corporations

4 sem. hrs.
This course will focus on the structure and characteristics of the modern business corporation, with particular attention given to problems relating to the large, publicly held company. Some emphasis will be given to federal securities laws and the impact of federal securities regulation on corporate governance. The open-book exam will be a combination of essay, multiple-choice, and short-answer questions. PLEASE NOTE: NO LAPTOPS WILL BE PERMITTED IN THIS CLASS.

Current Issues in Corporate Law and Governance Seminar (S)

3 sem. hrs.
This seminar will consider current issues and academic thinking on corporate law and governance. Topics will include state competition in corporate law, the corporate governance role of institutional investors and hedge funds, the regulation of gatekeepers, the impact of the Sarbanes-Oxley Act, the desirability of increasing shareholder power, and the regulation of controlling shareholders. Students will be asked to submit brief memos on the assigned readings. Prerequisites: corporations.

Deals: Economic Structure of Transactions & Contracting

3 sem. hrs.
This course focuses on the role of professionals, including lawyers and investment bankers, in creating value through transaction engineering. The overall goal of the course is to explain how private parties actually order their commercial interactions and to develop a theory of how they ought to do this. The first half of the course will be devoted to impediments to transacting, including asymmetric information, difficulties intrinsic to contracting over time, enforceability, and various forms of strategic behavior, and to a variety of possible responses rooted in decision theory, option theory, risk management, and incentive alignment. In the second half of the course, student teams will apply the tools developed in the first half to a series of real transactions. That part of the course will be described in more detail in a separate memo to be circulated once the roster of deals is fixed. The requirements for the class are regular attendance and active participation in class discussions, completion of assigned homeworks, a short paper applying the principles covered in the class to a transaction, and a group project. For the group project, students will be divided into teams of roughly 8 to 10. Each team will be assigned to a transaction and given access to the original documents for their deal. The student teams will present their transaction to the class, focusing on how the transaction was structured and the advantages and disadvantages of that structure. After the students make their presentation, one or more of the parties who worked on the transaction will present the deal and take questions from the class. Each student team will then draft a final paper on its transaction. The only prerequisite for the course is that students have taken or currently be taking corporations. Although not required, because the course draws heavily on concepts from economics and finance, most students find it helpful to have taken at some point in their educations courses in microeconomics and finance. This course meets jointly with the mBA level course offered through the Wharton Management Department. Enrollment will be restricted this year to 25 upper class Law students and 25 graduate Wharton students. In the event that the course is oversubscribed, Law students will be admitted from the waiting list only if other students drop the course. Priority for admission in these circumstances will go to students who have attended the class from the beginning.

Debt & Democracy: Selected Topics in Bankruptcy & Con Law (S)

3 sem. hrs.
This course considers constitutional issues presented by our bankruptcy system. Bankruptcy is among the most political – or politicized -- of the business law subjects. It is the place where many of our most difficult social problems – from individual poverty, to corporate mass torts, to securities fraud – come to rest. We have developed over the years a number of good theories of the political economy of bankruptcy, including in particular institutional and socioeconomic explanations for how the U.S. produced what is by many accounts a unique (and perhaps uniquely controversial) bankruptcy system. Oddly, there are few accounts of the constitutional framework on which this political debate rests. This course is a first step toward filling that gap. We will consider, among other things, the “peculiar” language of the Constitution’s grant of bankruptcy power (Art. I, § 8, cl. 4), how the bankruptcy system does (and should) treat constitutionally special actors (e.g., states, the religious, the media and the political), and the proper limits of the the bankruptcy system’s power. Prerequisites: It would be useful, but is not necessary, that you have taken, or are taking, a bankruptcy or related (e.g., commercial) course. Because this is a seminar, we will spend more time considering theory and policy than the nuts and bolts of the Bankruptcy Code. Your Work: This course seeks to replicate a fairly traditional scholarly experience. There will be four components to your grade: (1) You are expected to be prepared for, attend, and engage in active discussion in all of our sessions; (2) You will write an original, well-researched paper (10,000 – 12,000 words) on a topic to be approved by me (I will provide a list of suggestions); (3) You will present, defend and discuss your paper in class in a one-hour session akin to an academic paper presentation; and (4) You will be responsible for acting as lead discussant for the paper of one of your classmates. You will after presentation have the opportunity to revise your paper, if you wish. Succesful completion of the paper will satisfy the Law Schools "significant paper" writing requirement. Structure: The first nine or ten sessions of this course will cover various substantive aspects of the basic question presented. You will then have a break to prepare your papers. The last two or three sessions will be devoted to paper presentations.

Entrepreneurship Legal Clinic

5 sem. hrs.
PLEASE SEE IMPORTANT ENROLLMENT PROCEDURES FOR CLINICS AVAILABLE ON THE REGISTRATION INSTRUCTIONS PAGE. This clinical course involves the direct representation of entrepreneurs, businesses, and social entrepreneurs from underserved communities. With the guidance and supervision of full-time faculty with significant transactional experience, students serve as the primary counsel to both for profit and non-profit clients on matters such as business structuring and formation, contract drafting and review, intellectual property, managing employees, negotiating with third parties, asset acquisitions and dispositions, business strategy, and regulatory requirements. The Clinic does not litigate. Through weekly seminars, concepts and skills involving substantive law, business, and professional development are introduced to enable students to best serve their clients and learn the fundamentals of transactional practice. Enrollment is limited to 16 students. Corporations is a prerequisite. N.B. You may not enroll in this course if: a) you are enrolled in another clinical course, or an externship in the same semester; or b) you have 3 or more incomplete grades at the beginning of the semester. To successfully enroll in this course and avoid being replaced by a student on the wait list, you must appear by the second class session. (See General Enrollment Procedures for Clinics available on the Registrar's Clinic Course Description page). The drop/add period for this course ends at 4 p.m. on the first Friday after the start of the course. Students who elect to use their enrollment in the Entrepreneurship Legal Clinic toward their public service requirement will receive one less credit for this course.

European Union Law

3 sem. hrs.
This course will focus on the basic institutions and policies, the governmental and legal process of the European Union and its evolution. Emphasis will be given to the phenomena of European "federalism," that is to the "constitutional," aspects of rule making and judicial functions as well as to conflicts between community law and national law. A second focus will be economic regulation: the implementation of the basic freedoms, antitrust provisions and enforcement, the harmonization of corporate law and securities regulation and some aspects of monetary policies. The course should provide some comparative law experience by tracing specific European legal traditions in the development of EC law.

Federal Crimes Seminar (S)

3 sem. hrs.
The Federal Government plays an increasingly significant role in the prosecution of crime in the United States and the Federal Courts have become the forum for most of the Nation's more complicated and far-reaching prosecutions. This course will consider the trends of federalization and criminalization and will analyze the most widely used federal criminal statutes. Topics will include the prosecution of white collar crime such as financial fraud and embezzlement, securities offenses, obstruction of justice, money laundering, and the mail and wire fraud statutes. The course will also explore the implications of the federal emphasis on culpability for jointly undertaken activity including RICO, conspiracy, corporate and entity liability, and accomplice liability. Plea bargaining, defendant cooperation, and the United States Sentencing Guidelines will also be considered. The grade component will be 75-80% paper and 20-25% class participation. 1st year criminal law or permission of the instructor is required.

Federal Income Taxation

4 sem. hrs.
This course presents an introduction to the basic principles of the federal income tax. The course is designed both to educate the generalist in the fundamentals of taxation and to provide a foundation for those students who wish to take advanced tax courses. This course is a prerequisite for Corporate Taxation and most other advanced tax courses. The course will use lecture and Socratic formats. Class participation may be taken into account in grading.

Financial Accounting

3 sem. hrs.
The objective of the course is for the student to learn to read, understand, and analyze financial statements. The course adopts a decision-maker perspective of accounting by emphasizing the relation between the accounting data and the underlying economic events that generated them. The course focuses initially on how to record economic events in the accounting records (bookkeeping and accrual accounting) and how to prepare and interpret the primary financial statements that summarize a firm's economic transactions (the balance sheet, the income statement, and the statement of cash flows). The course then examines in depth the major asset, long-term liability, and shareholders' equity accounts.

International Business Transactions

3 sem. hrs.
This course provides an overview of the legal issues—domestic, foreign, and international—that arise when U.S. companies do business abroad. Transactions discussed include export sales, agency and distributorship agreements, licensing, mergers and acquisitions, joint ventures, privatization, project finance, and foreign government debt. The course also covers U.S., foreign, and international regulation in such areas as antitrust, securities, intellectual property, tax, and foreign corrupt practices. The course does not cover U.S. rules on import restrictions or W.T.O. matters.

International Finance

3 sem. hrs.
The course is intended to discuss the emerging legal structures and the regulatory problems of globalizing financial markets and institutions. Particular emphasis will be given to issues resulting from different levels of economic and political development in various parts of the world.

Issues in Antitrust (S)

3 sem. hrs.
The course will concentrate on three to four key areas of current antitrust law. Among those areas will be the intersection of antitrust law and intellectual property with particular emphasis on the pharmaceutical industry and generic competition; health care delivery and the medical profession; and the several recent Supreme Court decisions in the area of antitrust law that have come down in the last three years. The course will review particular cases in depth, looking at the underlying decisions through appeal and ancillary cases spawned by the core case being studied.

Labor Law in Comparative Perspective

3 sem. hrs.
This course will introduce the fundamentals of labor law in the United States, comparing the American approach with those of other advanced industrialized democracies. We will study the federal law governing employee collective action, including the law governing organizing, employee-union relations, collective bargaining (including tools of economic pressure), and preemption of state law. We will then consider the appropriate scope of application of the NLRA regime; assess the political economic role of organized labor; consider historical and institutional explanations for American 'exceptionalism', and; explore the advantages and disadvantages of American labor law as compared to its alternatives.

Law & Economic Reform in Contemporary China Seminar (S)

3 sem. hrs.
For nearly a quarter-century, China has been engaged in a sweeping, if fitful, process of market-oriented economic reforms that have made the Chinese economy one of the largest and fastest growing in the world. From the beginning of this period, legal reforms have been high on the political agenda and have played a central role in these economic developments. After a brief survey of classical and other pre-1949 Chinese thought on law and the economy, major Western theories of law and economic development and regulation, and pre-1978 economic law and regulation in the People's Republic, the course examines in greater depth selected topics in reform-era economic law, such as: contract law, management reforms, taxation and financial reforms, bankruptcy and ownership reform, company law, "economic crime" and corruption, administrative law constraints on economic regulation, institutions of economic legislation, and the special regimes for foreign trade and investment (and related issues of international law and U.S. foreign relations law).

Law and Economics (S)

3 sem. hrs.
This seminar will provide students with an opportunity to learn about current research in law and economics through presentations by some of the leading scholars in the field. We spend two seminar sessions on each paper. During the first, we discuss the paper and background literature. During the second, the author joins us and discusses the paper with seminar members, law faculty, and other members of the Penn community. In preparation for the second session, students write short (two to three page) critiques of the author's paper. Final grades will be based on the bi-weekly critiques and seminar participation. Some background in economics or law and economics is helpful; however, knowledge of technical economics is unnecessary.

Law of Law Firms Seminar (S)

3 sem. hrs.
This course proposes to study the law - statutory, regulatory and other – that underlies and is embedded in the organization and operation of a firm – whether between two or among thousands of lawyers – established for the purpose of the private practice of law. We will consider how the institution known as a law firm behaves – politically, socially, financially and other – and how the culture of the institution and the organization of the firm drive and shape one another. Illustrative topics to be studied, discussed and debated are: the formation of the organization, including issues of ownership, liability, tax considerations; managing the tension between profits and politics, on the one hand, and ethics and professionalism, on the other; admission, promotion (demotion) and termination of partners, including categorization as equity or non-equity; multi-disciplinary and multi-jurisdictional considerations arising from the substantive and geographic diversity of a law firm. Course work will involve periodic writing and class presentation. Class participation will be essential.

Law of the World Trade Organization

3 sem. hrs.
The World Trade Organization (WTO) was established in 1995. The WTO administers the General Agreement on Tariffs and Trade (GATT) and the General Agreement on Trade in Services (GATS). WTO law regulates what nations may or may not do in pursuit of domestic interests. In that sense it is a course of international regulation of trade. This course examines WTO law, primarily through the legal texts of the WTO Agreement and decisions of the WTO tribunals, primarily of the Appellate Body.

Law, Institutions and Developments Seminar (S)

1 sem. hrs.
This seminar will examine the role of law and institutions in promoting development in less developed countries. The topics that will be addressed include: competing conceptions of development: economic, political and social; theories of economic growth; the New Institutional Economics; democracy and development; public administration and development; competing theories of the role of law in development; ethnic diversity; corruption; land and property rights reform; infrastructure and development; state-owned enterprises: privatization and reform; corporate governance and finance; foreign investment and trade policy; tax policy; and, the role of foreign aid and international institutions in development. A paper will be required for this course.

Legal Aspects of Entrepreneurship

2 sem. hrs.
This course introduces students to the unique role of the lawyer in counseling entrepreneurs and emerging growth companies which they generate. A hypothetical example of a start up technology or life sciences venture will serve as the backdrop for exploring the numerous substantive disciplines which are commonly implicated in such representations, including corporate and tax issues considered in entity formation, protection of intellectual property, issues surrounding the raising of seed and venture capital, labor and employment, outsourcing and equity compensation issues. Discussion of such issues will be lead by guest lecturers expert in such areas. In addition, to provide the practical background for understanding the role of the emerging growth lawyer, the course will also feature prominent guest speakers who will address preparation of a business plan, the role of the accountants, organizational build out consultants, investment banks and venture capitalists. The course will conclude with a panel of Chief Executive Officers of successful emerging growth companies who will describe their experiences with legal issues and the role of the lawyer in facilitating their successes. In addition to covering the substantive and practical disciplines inherent in representing such companies, the course will track how those issues change and the answers evolve throughout the life cycle of an emerging growth company, from start-up through initial public offering or exit. Professors Goodman and Jannetta are both Partners in the Emerging Growth Practice at Morgan, Lewis & Bockius LLP. There will be a takeaway exam.

Legal Issues Affecting Nonprofit Orgs Seminar (S)

3 sem. hrs.
This seminar covers basic legal issues which are distinctive for nonprofit organizations, primarily charities but also other organizations exempt from federal income taxation. It concentrates on federal tax law, including obtaining and maintaining tax exempt status; distinguishing between public charities and private foundations; income-generating activities; Form 990 tax reporting; and operating private foundations. It covers structuring and operating nonprofits under state law; corporate governance; bylaw drafting, mergers, acquisitions and strategic alliances; officer and director personal liability and insurance protection; and the law of volunteers. It covers charitable solicitation registration requirements. It covers the basic principles of charitable giving law and includes a session on ethical issues for nonprofits and for lawyers on their boards. The emphasis is on practical solutions to real problems of nonprofit executives. The seminar is taught by a practitioner with more than 35 years of experience in representing nonprofits on all types and more than 15 years writing and publishing a national newsletter on nonprofit law. For three credits, students will do two papers during the semester. (One paper requires analysis of a Form 990 tax return, the other an analysis of nonprofit corporate bylaws.) The grade is based 50% on the final, 20% each paper, and 10% class participation.

Negotiation and Dispute Resolution

3 sem. hrs.
Effective negotiation is at the root of most successful professional and personal encounters today. Whether representing an individual client or putting together a billion dollar deal, there are measurable differences in results between those who negotiate well and those who do not. The same is true whether buying a car or having a discussion with a family member. This course provides law students with the practical tools to become better negotiators. Students will learn how to systematically prepare for negotiations, deal effectively with hard bargainers and power imbalances, find hidden agendas, use standards more effectively, build coalitions, find creative options to overcome impasses, win over opponents and generally gain better results from the myriad encounters of life. This includes negotiating with peers, superiors and subordinates, in two-party and multiparty situations, with those who are similar as well as those who are very different. The course will include work on the special challenges of attorneys, including agency and ethics issues, use of negotiation in a litigation environment, and the problems and opportunities of multi-cultural and international representations. Also to be addressed will be issues of personal style, negotiating in highly emotional situations and dealing with a wide variety of parties, from passive to belligerent, corporate to government, family to fiduciary. A theoretical foundation will be presented. But the emphasis in each case will be on practical, operational tools. The course will be participatory. Students will negotiate cases from the start and will also be encouraged to bring their own thorny negotiation problems to class, to be analyzed and solved. This includes issues that students may already have or contemplate from their law firm jobs. There will be opportunities outside of class for one-on-one meetings with the professor on individual negotiation issues. There will be an in-class exam.*Please note: All students are required to attend the first class of the semester. If you do not show up to the first class, you will be dropped from the course and your seat will be given to someone on the waiting list. Professor Diamond highly encourages #’s 1-10 on the waitlist to attend the first class.There will be an in-class exam. NOTE: Publisher for text books is not available as a choice. For Bargaining for Advantage, publisher is Penguin. For Influence, publisher is Quill.

Negotiation and Dispute Resolution

Non-Profit Organizations (S)

3 sem. hrs.
Harvard has a $35 billion endowment. The Gates Foundation has $30 billion of its own and is also spending $30 billion of Buffett's money. This seminar seeks to understand how nonprofit organizations are held accountable. Co-taught by an administrative law scholar and a corporate law scholar, the seminar will trace out the various monitoring and accountability mechanisms employed in the nonprofit sector, and compare them to the ways in which for-profit firms and governmental entities are held accountable. During the first half of the semester, we will examine the basic legal/regulatory structure within which nonprofits operate. During the second half of the semester, outside speakers from various nonprofits will discuss their organizations. There are three main requirements: (a) attendance; (b) preparation for and participation in the seminar; and (c) series of 3-5 page reaction papers in which you respond to (but do not summarize) either the material for class or the previous week's speaker.

Partnership Taxation

3 sem. hrs.
This course explores the federal income tax aspects of conducting a business or investment activity as an enterprise that is taxed as a partnership for tax purposes, rather than as an association taxable as a corporation. The course considers when joint undertakings cross the line from mere co-ownership to taxation as a partnership (and why the rules developed as they did), the way in which the results of partnership operations are taxed (and why or why not the rules reach the correct result), and why business start-ups might choose to operate initially in partnership form. In some areas, I may ask if an alternate approach would have achieved a better result. No partnership course could be complete, however, without considering why partnerships tended to be the business form of choice for the dreaded "tax shelter" (whatever that is). Neither familiarity with accounting principles, balance sheets or income statements, nor exposure to sophisticated business transactions, should be considered a prerequisite. I ask only that you bring an open mind and a willingness to read some admittedly complicated Treasury Regulations. The text will be supplemented with Examples intended to reinforce the technical rules described in class. Federal Income Taxation I is a prerequisite, however. All students are required to bring a copy of the Internal Revenue Code and a copy of the Treasury Regulations (excerpts from the Regulations are included as a supplement to the course materials) to class every day.

Privacy

3 sem. hrs.
The study of privacy law serves several purposes. Most importantly, it introduces students to an important area of legal practice. Not only is privacy law now a recognized area of legal practice in its own right, but knowledge of privacy law is frequently called for in the practice of health, business and intellectual property law. The study of privacy law serves another purpose: developing a better understanding of the concept of privacy and the controversies--some philosophical, some political-- surrounding its application in the law. The course is divided into three sections or "chapters." Our study begins with state common law. State common law is an historic source of privacy protections. Chapter 1 examines the origins of state privacy law in the late 19th century and its subsequent growth until today. The chapter considers the four common law invasion of privacy torts recognized in most states and by the American Law Institute’s Restatement of (Second) of Torts. The chapter also examines the closely affiliated state common law of publicity and confidentiality. Chapter 1 samples major statutes enacted by state legislatures both to create privacy rights akin to those recognized in the common law and to supplement them. We move next to the federal constitution, a crucial major source of privacy law. Chapter 2 takes on the voluminous privacy jurisprudence spawned by the Bill of Rights-- most importantly, the First and Fourth Amendments’ jurisprudence of associational, physical, and informational privacy. This chapter also features the often-controversial Fourteenth Amendment equal protection and substantive due process decisional privacy jurisprudence. It concludes with a consideration of state constitutions that, state courts have held, significantly expand privacy protection beyond federal limits. The journey ends after an encounter with the federal privacy statutes, a dynamic source of privacy and data protection law. Chapter 3 examines nearly a dozen federal privacy statutes, covering government record management; health, education, and financial data; video rentals; communications; the internet; and surveillance. The chapter touches on some state counterparts to federal legislation and the agency rules that implement them.

Real Estate Transactions

3 sem. hrs.
This course is designed to provide an introduction to modern real estate transactions, in theory and in practice. The course materials will cover sales/purchases, mortgage financing, leasing, and related subjects, with emphasis on the relevant transactional documents and the lawyer's role in negotiating and drafting those documents. Although there are no formal prerequisites, the instructor will assume that students have taken contracts, property 1, and civil procedure.

Regulatory Policy Analysis (S)

3 sem. hrs.
Lawyers play a key role in making public policy, whether in legislative, executive, or judicial settings. This seminar focuses on the role of the lawyer as policy analyst, aiming to develop skills of research, analysis, and exposition suitable for effective policy counseling and decision making. The seminar will emphasize a general framework for analyzing any kind of social or economic problem and assessing different types of alternative legal solutions. Seminar participants will work either individually or in teams (at their choosing) to prepare and present their own original policy analysis of an important problem they select. There will be no final exam. Grades will be based on class participation, short papers written during the term, and a final policy analysis presentation/project which may be completed individually or in groups.

Sovereign Bankruptcy Seminar (S)

3 sem. hrs.
This seminar explores the legal circumstances that arise when sovereign states are unable to meet their financial obligations. Recent financial crises in Argentina, Russia, and South East Asia highlight the dangers and global ramifications of sovereign default on debt obligations or violations of international investment protections. When sovereign states are unable to meet their financial obligations, they may be subject to a range of legal proceedings in international and domestic fora. Such states often face suit from debt holders in the national courts of any number of states, international arbitrations through the International Center for the Settlement of Investment Disputes (ICSID) brought by investors whose rights may have been violated, pressure from international institutions such as the IFM and World Bank, and negotiated settlements with creditors and affected investors. Though no formal equivalent to domestic bankruptcy law exists for sovereign states, there is a growing practice of how such crises are handled and a wide range of proposals for more effective management of sovereign default. The seminar will examine the existing domestic and international law of “sovereign bankruptcy” and the potential for reform. We will consider both the legal options open to creditors and investors in domestic and international fora and the potential responses available to sovereign states after serious financial crises. The seminar begins with an historical perspective on sovereign financial default and odious debt through an examination of the Ottoman Debt Crisis (1875-1878) and the international intervention that followed. We will then turn to the more recent cases of Russia, South East Asia, and, particularly, Argentina. Topics will include domestic litigation after default, investor protections under bilateral investment treaties, international arbitration of investor rights, domestic and international law defenses that may be available to sovereign states, and negotiated settlements with creditors and investors. In light of the problems with the existing legal structure, the seminar will conclude with consideration of the prospects for reform, including a 2001 IMF proposal for a sovereign bankruptcy regime. The seminar is co-taught by Professors William Burke-White and David Skeel. Our inquiry will draw on both domestic and international law and will seek to incorporate both purely legal questions and broader political and systemic considerations. Guest speakers will be invited to join the seminar on occasion. Requirements Students will be required to write brief (less than 1 page) response papers for at least of 8 of our classes. Students will be required to write one long paper. This paper should be a maximum of twenty pages (double-spaced) in length (with references given in footnotes, not endnotes). The paper will be due at the end of the semester.

Sports Law

2 sem. hrs.
This course will focus on many topics in the law of sports. General areas to be covered will include contracts, antitrust, labor, arbitration, constitutional law and amateur athletics. Special attention will be given to antitrust litigation in the National Football League, collective bargaining in professional sports, television issues, franchise movement, Title IX, amateur sports, and the changing concepts of amateurism. It will be helpful if students have taken Antitrust or Labor Law. There will be a takeaway exam.

Sports Law

Taxation of Business Entities

3 sem. hrs.
Modern tax practice requires a panoptic understanding of business forms. The classic “C corporation” no longer predominates, and it is not unusual for a single deal structure to incorporate a variety of business entities. This course covers major topics in the taxation of corporations (both “C” and “S”), limited liability companies, partnerships, and their owners. The course is organized primarily topically; business forms are analyzed in parallel fashion topic by topic. Topics include the choice of entity, contributions from owners to businesses, business operations, and distributions from businesses to owners. The course objectives are two: to provide students with a general sense of the landscape of business taxation; and to instill in students the sort of deeper understanding of each business form that derives from explicit and frequent comparison to alternatives. The course is intended for two types of students. First, it is addressed to students who wish to specialize in tax law, and who may go on to take courses on partnership tax or corporate tax, which would generally cover a different set of more specialized topics. The course is also intended for students who are not planning to specialize in tax, but who believe they would benefit from a general examination of business tax issues, perhaps as a complement to their study of other areas of business law.

CLINICAL, PROFESSIONAL RESPONSIBILITY, AND CO-CURRICULAR

1L Legal Writing Instructor: Yearlong

3.5 sem. hrs.
Legal Writing Instructors and Fellows only.

Advanced Legal Research

1 sem. hrs.
Advanced Legal Research. 1 sem. hr. Day. QIII. Spring. This course is designed to reinforce and expand upon the legal research skills and sources covered in First Year Legal Writing. Emphasis will be on electronic databases, specialized print sources, and various research strategies. Topics vary from year to year but usually include legislative history, administrative rules, looseleaf services, and a comparison of Lexis, Westlaw, and the Internet. This course is strongly recommended for: a) 2Ls planning to become Legal Writing Instructors or Fellows on the theory that they should be as well prepared as possible prior to assuming their duties in the Third Year, and b) 2Ls and 3Ls who, after a summer job, have come to realize that efficient research skills are essential to a successful legal career. LLMs are strongly urged to take instead U.S. Legal Research, an August course specially designed for them. You will be required to research and write a 15-20 page Pathfinder on a narrow topic of your choice. A Pathfinder is a bibliographic/legal essay which recommends a research strategy to a managing partner who will continue your research sometime in the future and doesn’t have time to start from scratch. The paper will force you to think about research options and to recommend the best paper and online sources germane to your topic. It will be due approximately one month after the last class. Pathfinders are graded unanonymously, on a curve, and are 100 % of the final grade.

Appellate Advocacy

3 sem. hrs.
The primary focus of this course is learning to write a persuasive appellate brief, and the secondary focus is on oral argument and appellate practice. The class will follow the Federal Rules of Appellate Procedure, and the briefs often focus on federal and constitutional questions. There will be reading assignments and focused writing exercises, including an appellate argument and appellate brief. Course writing will be subject to detailed review by the instructor and sometimes fellow classmates. Attendance and participation are important, and there will be some required independent legal research. Oral arguments will be videotaped after appellate briefs are submitted near the end of the course. You may get an assignment in August due at the first class. Class is limited to 12 students, with preference given to 2Ls.

Appellate Advocacy

3 sem. hrs.
The primary focus of this course is learning to write a persuasive appellate brief, and the secondary focus is on oral argument and appellate practice. The class will follow the Federal Rules of Appellate Procedure, and the briefs often focus on federal or constitutional questions. There will be reading assignments and focused writing exercises, including an appellate argument and appellate brief. Course writing will be subject to detailed review by the instructor and sometimes fellow classmates. Attendance and participation are important, and there will be some required independent legal research. Oral arguments will be videotaped after appellate briefs are submitted near the end of the course. You may get an assignment in August due at the first class. Class is limited to 12 students, with preference given to 2Ls.

Appellate Advocacy

3 sem. hrs.
My primary goal is to help you improve your skills in legal writing, which will serve you in any practice context; but for purposes of this course, we will focus on how to write a persuasive appellate brief, using readings, focused writing exercises (in and out of class), and drafting briefs. All writing will be subject to detailed in-class review (by the instructor and fellow classmates), so attendance and participation is important. Students will also do at least one (perhaps two) videotaped oral argument, which we will critique. There will be no required independent legal research. The briefs tend to involve criminal law or procedure issues. You may get an assignment in August, due at the first class. Depending on schedules, we might front-load some class hours at the beginning of the semester (e.g., longer classes; extra day) to get through basic material early, which will free up class time later for actual writing. Because of that, late entrants may find it difficult, so I am not encouraging drop/add. Class is limited to 12 students, with preference given to 2Ls.

Appellate Advocacy

3 sem. hrs.
This course will focus upon writing and oral argument as the keys to effective appellate advocacy. Communication through speech and writing serves many different goals. The goal of the advocate is persuasion, and the purpose of the course is to identify the specific tools of communication that lend strength to the advocate's position. Students will submit two written assignments, a petition for allowance of appeal, and an appellate brief. Students will then present oral argument based upon the brief. Class attendance is important for the course to be of value. Preference is given to 2L students.

Appellate Advocacy

3 sem. hrs.
Each student will be assigned two problems requiring a written assignment and an oral argument. One of the written assignments will be a full brief under the Federal Rules of Appellate Procedure. Students will also be assigned readings in advocacy and related topics. No more than 12 students are admitted to each section; preference is given to second-year students. Each section will meet in 13 sessions between September 13 and December 6.

Appellate Advocacy

3 sem. hrs.
This course is about non-trial advocacy in civil lawsuits before Judges. Written and oral advocacy before Judges, in conferences, on motions and on appeals – not trial advocacy in the sense of openings, closings and examinations of witnesses – is the most common form of advocacy performed by litigators. This section emphasizes the development of these skills through brief writing and oral presentations assignments, all drawn from actual business and constitutional litigation cases. Recent federal judicial statistics bear out the importance of developing these skills. The 2007 Judicial Business of the United States Courts statistics reveal that of the approximately 240,000 civil cases resolved by the U. S. District Courts, approximately 23% (55,275) were resolved without any court action and 63% (150,756) were resolved with court action but before trial. Strikingly, less than 4% (9,832) were resolved during or after trial. Of the more than 63,000 appeals resolved by the U. S. Courts of Appeals, approximately 50% (28,755) were terminated not on the merits. Of the remaining approximately 31,717 appeals, the Court heard oral argument in only 28% (8,662) of those cases. This Section of Appellate Advocacy will focus on written and oral advocacy skills necessary for the 63% of cases at the trial level and those on appeal. Students will be expected to participate in frequent exercises requiring them to serve as counsel in a variety of contexts, including chambers conferences, motion practice, discovery arguments and in an appeal before the U.S. Court of Appeals. Second year medical students begin to rotate through the hospital to gain hands on experience in providing medical care. By analogy, this course places you in a commercial litigation law firm, litigating cases before the United States District Court and Court of Appeals.

Bad Intentions Seminar (S)

Civil Practice Clinic: Fieldwork

7 sem. hrs.
PLEASE SEE IMPORTANT ENROLLMENT PROCEDURES FOR CLINICS AVAILABLE ON THE REGISTRATION INSTRUCTIONS PAGE. This clinical course examines first hand the challenging issues that confront lawyers who represent clients in civil disputes and litigation. Under close faculty supervision, students will serve as litigators in the Penn Legal Assistance Office, a teaching law firm providing legal representation to actual clients whose interests are directly at stake in state and federal court proceedings and in administrative agency hearings. Students will interview and counsel clients, develop case theories, negotiate with opposing parties, and provide legal representation in formal adjudicatory hearings under Pennsylvania's student practice rule. Students will be assigned their own individual cases in which they will have primary responsibility in a broad range of substantive areas, such as housing, social security disability, child custody and support, civil forfeiture, education, and discrimination and civil rights. The skills and experience obtained in this course will serve students throughout their professional careers, whether or not they choose to pursue litigation practice. In addition to their casework as lawyers, students will engage in classroom seminars twice weekly to obtain training in basic interactional skills (e.g., interviewing, counseling, negotiating) and to discuss in a collegial setting issues of case development, strategy and professional responsibility which arise in the Clinic's cases. Students will also participate in videotaped simulations utilizing trained actors as a means of enhancing skills development. Most important, each student will be assigned to an individual faculty supervisor with whom he/she will meet regularly on a one-to-one basis to receive close supervision and constructive feedback. Students will develop competence in basic lawyering skills as well as self-reflection, acquiring an ability to analyze what it is they do as lawyers and to learn from their own experiences. The Penn Legal Assistance Office is located in Silverman Hall which includes a court room, client interview and conference rooms, computerized student work and research areas and videotaping facilities. Fieldwork and classroom components of the course are graded separately. Class attendance is mandatory. N.B. You may not enroll in this course if: a) you are enrolled in the Criminal Defense Clinic, or an externship in the same semester; or b) you are responsible for 3 or more incomplete grades at the beginning of the semester. You must appear by the second meeting of the course. The drop/add period for this course ends at 4 p.m. on the first Friday after the start of the course. Students who elect to use their enrollment in the Civil Practice Clinic toward their public service requirement will receive one less credit for this course.

Complex Litigation & Dispute Resolution Seminar (S)

3 sem. hrs.
This seminar will offer students the opportunity to engage the work of major national figures in the fields of complex litigation and dispute resolution. The seminar will be structured around presentations by scholars, judges and practitioners on topics that include class action litigation, mass harms, the use of empirical research in legal reform, and the roles of federal and state courts in civil dispute resolution. Students will write response papers on the work of the upcoming visitors, participate in discussions analyzing that work, and then lead the questioning when visitors make their presentations to the seminar. The list of visitors scheduled to participate includes Chief Judge Anthony Scirica of the United States Court of Appeals for the Third Circuit, Kenneth Feinberg of the federal 9/11 fund, leading scholars from NYU, Cornell, Stanford and Vanderbilt law schools, and several prominent attorneys in the field of complex litigation. Enrollment will be limited to 16 students.

Criminal Defense Clinic

4 sem. hrs.
PLEASE SEE IMPORTANT ENROLLMENT PROCEDURES FOR CLINICS AVAILABLE ON THE REGISTRATION INSTRUCTIONS PAGE. This clinical course will combine hands on trial experience with an educational component tailored to developing litigation skills. Students will try cases under the close supervision of a senior trial attorney from the Defender Association of Philadelphia. During the first four weeks there will be intensive classroom study where students will learn Pennsylvania Criminal Law, Procedure, Evidence, trial and cross examination skills. During this period students will also be assigned mock cases to prepare in addition to observing actual preliminary arraignments, preliminary hearings, and trials in municipal court. Students will then be assigned to represent defendants. Students will conduct misdemeanor trials and preliminary hearings for felony cases. Students will interview and counsel clients, develop case theories, negotiate with opposing parties, and prepare various pretrial motions. Students will be interacting with their clients, members of the judiciary, District Attorneys, witnesses and complainants. Successful participants will need to be able to persuasively articulate legal arguments, work with a wide variety of individuals and maintain their composure in difficult situations. It is the instructor’s expectation that each student will have the experience of representing clients on 5 to 7 different cases. In addition to the classroom educational component described above, students will be exposed to a variety of guest speakers who will examine some of the ethical and social issues raised in criminal defense, and particular issues involved in representing the indigent. This course will meet for 6-1/2 hours, over two days per week. There will be a mid-semester evaluation of the student's progress and weekly feedback of the student's in-court performance, which can be scheduled at the student's convenience. Clinical instruction will be conducted at the Law School, except when courtroom appearances are required. This course will be open to 2L's who have completed three semesters and have had Evidence. (Students who have not had three semesters will be ineligible for certification by the court to appear on behalf of clients.) Enrollment is limited to 8 students. Class attendance and courtroom appearances are mandatory. The drop/add period for this course ends at 4 p.m. on Friday, September 5, 2008. In addition to various handouts provided by the instructor, the required text is Crimes Code of Pennsylvania, Gould Publications. Students who elect to use their enrollment in the Criminal Defense Clinic toward heir public service requirement will receive three credits for this course.

Criminal Defense Clinic

4 sem. hrs.
This clinical course will combine hands on trial experience with an educational component tailored to developing litigation skills. Students will try cases under the close supervision of a senior trial attorney from the Defender Association of Philadelphia. During the first four weeks there will be intensive classroom study where students will learn Pennsylvania Criminal Law, Procedure, Evidence, trial and cross examination skills. During this period students will also be assigned mock cases to prepare in addition to observing actual preliminary arraignments, preliminary hearings, and trials in municipal court. Students will then be assigned to represent defendants. Students will conduct misdemeanor trials and preliminary hearings for felony cases. Students will interview and counsel clients, develop case theories, negotiate with opposing parties, and prepare various pretrial motions. Students will be interacting with their clients, members of the judiciary, District Attorneys, witnesses and complainants. Successful participants will need to be able to persuasively articulate legal arguments, work with a wide variety of individuals and maintain their composure in difficult situations. It is the instructor’s expectation that each student will have the experience of representing clients on 5 to 7 different cases. In addition to the classroom educational component described above, students will be exposed to a variety of guest speakers who will examine some of the ethical and social issues raised in criminal defense, and particular issues involved in representing the indigent. This course will meet for 6-1/2 hours, over two days per week. There will be a mid-semester evaluation of the student's progress and weekly feedback of the student's in-court performance, which can be scheduled at the student's convenience. Clinical instruction will be conducted at the Law School, except when courtroom appearances are required. This course will be open to 2L's who have completed three semesters and have had Evidence. (Students who have not had three semesters will be ineligible for certification by the court to appear on behalf of clients.) Enrollment is limited to 8 students. Class attendance and courtroom appearances are mandatory. The drop/add period for this course ends at 4 p.m. on Friday, September 9, 2005. In addition to various handouts provided by the instructor, the required text is Crimes Code of Pennsylvania, Gould Publications. Students who elect to use their enrollment in the Criminal Defense Clinic toward heir public service requirement will receive three credits for this course.

Current Issues in Corporate Law and Governance Seminar (S)

Death Penalty Externship - Fieldwork

7 sem. hrs.
The Death Penalty Externship will provide law students with hands-on training in most areas of post-conviction capital case litigation. Students will participate in a thorough orientation on capital work and responsibilities at the Capital Habeas Corpus Unit, Federal Court Division of the Defender Association. They will also attend informal seminars instructed by staff attorneys on specific aspects of capital post-conviction litigation including habeas corpus evaluation hearings and appellate litigation. Most of the students' time will be spent researching and writing claims for inclusion in habeas petitions as well as investigating cases, including interviewing clients, witnesses, and jurors.

Entrepreneurship Legal Clinic

Externship: Phila District Attorney's Office

7 sem. hrs.
PREREQUISITE: Students must have completed Constitutional Criminal Procedure and Evidence. Participants, after an intensive training program, and upon certification by the Pennsylvania Supreme Court, will appear in the Philadelphia Municipal Court to handle preliminary hearings in felony cases, pre-trial motions and trials in misdemeanor cases. Student experiences are closely supervised and critically analyzed. Mock presentations and evaluations are conducted throughout the course. Participants must possess the fortitude to litigate in court; students will be interacting not only with members of the judiciary before whom they appear, but also with opposing counsel, and witnesses and victims of crime, some of whom may be uncooperative. Successful participants need excellent interpersonal and communications skills, abundant self-confidence, an outgoing nature, flexibility, and an ability to maintain their composure under stress. While this local externship will require a minimum of 20 hours work each week, it is likely that in many weeks the work will require substantially more hours. Participants must be available: 1. on two full days to appear in court. 2. From 3:00 p.m. to 5:00 p.m. -- on the afternoon preceding each day in court to review case files with their assigned supervising attorney (e.g. from 3:00 p.m. Friday if court days are Monday and Tuesday). 3. to participate in a classroom component from 3:00 to 5:00 p.m. each Wednesday. 4. after each court appearance to complete their paperwork. This must be done before the student leaves the office and entails approximately 2 to 3 hours of very careful preparation. Students cannot miss the class meeting to finish this work. 5. Mandatory Orientation: All students MUST be available Wednesday, January 23rd and Wednesday, January 30, 2008 8:30 a.m. to 5:00 p.m., at Three South Penn Square (meet in the Lobby). You must bring your copy of the Pennsylvania Crimes Code. Background Check. A background and/or criminal record check will be made. Students must complete a background form and submit two passport-sized photographs. Required Text. The required text is Crimes Code of Pennsylvania (Gould Publications). District Attorney students should contact Valerie Rose in the Clinical Programs office to arrange for their certification under Pennsylvania's student practice rule.

Interdisciplinary Child Advocacy Clinic

4 sem. hrs.
The legal needs of children, resulting from child maltreatment, physical, mental, and emotional disabilities, special educational needs, and the denial of reimbursement by health care managed care agencies for medically necessary services prescribed by doctors demand increased academic and clinical attention, as well as skilled, and dedicated legal representation. Unfortunately, the structures in place to provide legal advocacy for these children are sparse and disjointed, and many of the providers of services to children at risk are inadequately trained and lack the essential experience in collaborative advocacy necessary to address the children’s immediate and long-term needs. Practice professor of Law, Alan Lerner, Dr. Cindy Christian, a pediatrician, and Director of “Safe Place” the child maltreatment clinic at the Children's Hospital of Philadelphia, and Ms. Amira Abdul-Wakeel, MSW offer an innovative, interdisciplinary, clinical seminar to bring together upper class law students, graduate social work students, and medical students, residents and/or fellows to study and compare the context, identification, treatment, and societal response to child abuse and neglect, and disabilities and special educational needs of children, and to provide the highly skilled multi-disciplinary advocacy for them and their families in a variety of legal settings, including Family Court and various administrative forums, necessary to help at risk children survive and prosper. In the process, the students jointly examine and grapple with important professional responsibility issues that arise, almost daily, in such interdisciplinary work. There will be a mandatory first meeting on Thursday, January 17th. If you do not attend this session you will not be able to remain enrolled in the clinic. Students who elect to use their enrollment in the Interdisciplinary Child Advocacy Clinic toward their public service requirement will receive three credits for this course.

Lawyering in the Public Interest Seminar (S)

3 sem. hrs.
This seminar explores major lawyering themes that confront public interest lawyers in diverse practice areas and settings. It is designed to integrate theory and academic analysis with practice themes emerging from students' public interest work experiences during law school. Students will closely examine the unique challenges posed by community lawyering; the efficacy of competing service delivery models; the impact of scarcity of resources and high volume practice upon the practitioner; the empowerment of the disadvantaged and powerless through law and education; litigation and non-litigation strategies; legal and non-legal restrictions on the work of public interest lawyers; professional responsibility issues; the role of the private practitioner in the delivery of legal services to the poor; and current themes and timely issues relating to access to justice and public interest practice. Requirements include mandatory attendance, class participation, oral presentations, and completion of a seminar paper. Students will write seminar papers on topics selected with the approval of the instructors. Paper topics may, but need not, relate directly to the particular issues discussed in class. The paper is expected to be of publishable quality and may, with additional development and instructor permission, be used to satisfy the senior writing requirement. The final several weeks of the seminar will include oral presentations by students on their papers. There will be no final examination. Enrollment is limited. If the seminar is oversubscribed, preference will be given to Public Interest Scholars and Sparer Fellows who register timely for the course.

Legal Writing for LL.M.S.

2 sem. hrs.
This course will teach basic legal analysis and writing. The course will be taught in small groups by Legal Writing Fellows under the supervision of the Legal Writing Director and will consist of a series of writing assignments. Students will learn American writing conventions for legal letters, memoranda, and briefs. This course should be especially helpful for students who are unpracticed in the use of precedent in a common law system. There is no exam, and the course will be graded credit/fail. This course cannot be used to fulfill the writing requirement. Permission to drop the course will generally not be given after the drop/add period.

Legislative Clinic

4 sem. hrs.
The Legislative Clinic offers students an opportunity to gain a deeper understanding of the role of lawyers in the legislative process and in the formation of public policy. The seminar is a live client course that combines legislative placements with a classroom seminar component. After consultation to consider student interests and preferences, students will be assigned to legislative placements in the offices of members of the Pennsylvania General Assembly or the U.S. Congress, or at public interest organizations advocating for legislative change under the supervision of experienced legislative advocates. In the seminar portion of the course, students will examine basic lawyering competencies required for successful legislative lawyering and will discuss issues of public policy, legislative strategy and professional responsibility that arise in their fieldwork. Seminar topics will include an examination of the role of the legislative lawyer; a comparison of lawyering skills needed to succeed in legislative and judicial forums; strategic legislative planning; statutory drafting; legislative research; and principles of legislative advocacy. The course requires a minimum of 12 hours per week (seminar and fieldwork) for which students will earn 4 credits. The course meets weekly for two hours. Enrollment is limited. Attendance is mandatory and class participation will count in grading. There is no final examination, however there are several required statutory drafting assignments, simulated exercises, and journal responsibilities. Students intending to enroll in the course must arrange their class schedules such that they can devote one full day during the week to their legislative placement. The best days to reserve for legislative placements are Tuesday, Wednesday, and Thursday (although Friday is acceptable). The drop/add period for this course ends at 4:00 p.m. on the first Friday following the start of the course. Students who elect to use their enrollment in the Legislative Clinic toward their public service requirement will receive three credits for this course.

Mediation & Other Alternatives to Litigation

4 sem. hrs.
Mediation involves the intervention of a neutral third party into an existing or threatened dispute, usually with the aim of facilitating a negotiated resolution of the conflict. Lawyers are increasingly immersed in this arena, both as mediators and as representatives of clients in mediation. It is also a subject of great interest to business/transactional lawyers and those practicing criminal alw. This clinical course focuses on the role, skills and ethical questions involved in the mediation function. It includes classroom study, simulated skills training, observations of outside neutrals in actual cases, and real case fieldwork in which students are front-line mediators under faculty supervision. By the end of the course, students will have learned a great deal about negotiation, advising, evaluating cases in litigation, chairing a meeting--as well as conflict resolution as a mediator. The course begins with classroom study and intensive simulation skills training. During this period, students are assiged to observe actual mediations and adjudications. In order for the fieldwork to begin by Week 6, there are approximately 12 hours of extra skills classes. These extra classes will be scheduled during the first week of class and will be at times that are open on all students' schedules. (There will be partial make-up time reduction in later weeks.) Starting in Week 6, students are assigned to faculty-supervised mediations. Cases include civil litigation, criminal matters, child custody disputes and employment discrimination matters. The seminar meets for two (2) class sessions per week during most of the semester. Enrollment is limited. In order to avoid being replaced by a student on the wait list, you must appear by the second meeting of the class. Students who elect to use their enrollement in the Mediation Clinic to satisfy their Public Service requirement will receive three credits for this course.

Mental Health Law

3 sem. hrs.
This course addresses the basic theoretical and scientific foundations of mental health law and then applies the foundational principles to the understanding of various criminal mental health law doctrines, including various competencies, the right to refuse treatment, the insanity defense, quasi-criminal commitment, and mitigation based on mental abnormality. The course is both theoretical and practical, and will be of use to students interested in the relation of mental health and law in any legal context.

Negotiation and Dispute Resolution

Prof Resp: Legal Ethics & Advocacy

2 sem. hrs.
In what area of the law will you practice? Corporate Law? Litigation? Real Estate? Labor? Criminal Defense? Intellectual Property? Tax law? Regardless, the art of advocacy permeates all of those areas and others. But as lawyers, there are boundaries, defined by the Rules of Professional Conduct. From the outset of the professional relationship and beyond, we will examine and simulate advocacy in many different areas of the law. We will review and role play selected case law with particular emphasis on practical solutions to “real world” ethical issues. The course will also afford us an opportunity to address some current topics in a number of areas of the law and to dissect them from an ethics and advocacy point of view. For example, we will review areas including ethics and electronic discovery, the lawyer’s duty of disclosure under the Sarbanes-Oxley Act, intellectual property disputes, corporate struggles, criminal defense, tax controversies, and real estate transactions. We will attempt to find common practical grounds which pervade all areas of the law. There will be an inclass exam.

Professional Responsibility

3 sem. hrs.
Every other course you take in law school makes you better able to help your clients fulfill their hopes and dreams. This course is designed to help fulfill your own professional obligations while also providing services to your clients consistent with their ethical entitlements. Through the use of hypothetical problems, a casebook written by Professor Susan Martyn and Larry Fox and the short stories in Mr. Fox's Legal Tender, a collection of short stories, the class will explore many of the great issues that confront the conscientious lawyer who wants to conform his or her conduct to the applicable rules of professional conduct and other law governing lawyers.

Professional Responsibility

2 sem. hrs.
In examining various dimensions of the lawyer's interaction with clients, other lawyers, legal institutions and the public, the course will focus on the many legal and non-legal influences on the lawyer's conduct in situations involving choice or decisions. It will emphasize the effects of the Model Rules of Professional Conduct and the central importance of judgment and wise discretion in the life as a lawyer, paying particular attention to those situations in which the lawyer faces conflicting obligations and the law regulating lawyers proves inconclusive in resolving those tensions. The course considers these questions in light of the varying judgments one might make about the validity of the premises of the adversary system and traditional and alternative conceptions of the lawyer's role. A major objective is to assist students in bringing to bear on the problems presented their own emergent concept of the sort of lawyer they each wish to be. Extensive use will be made of videotapes, rather than cases, in presentingthe questions dealt with in the course. The examination will be multiple choice, closed book, and will focus entirely on the effect of the Model Rules of Professional Conduct. The coursebook will be available at the Penn Book Center, corner of 34th and Sansom Streets. (This is NOT the University Bookstore). Supplementary xeroxed materials will be available in the Secretarial Office.

Regulatory Policy Analysis (S)

Research in International and Foreign Law

1 sem. hrs.
Research in Foreign and International Law 1 sem. hour. Spring QIII This course will provide an opportunity for students to get acquainted with the basic sources available for research in public and private international law, as well as in the law of selected foreign countries. Students will learn how to find international treaties, European Union documents, decisions of international courts, statutes and court decisions of the United Kingdom, Canada and selected civil law jurisdictions such as France and Germany. The emphasis will be on English language materials. International trade, human rights and foreign constitutional and labor law research will be singled out for special attention. The availability of foreign and international materials online will be discussed. No prerequisites are required. The course is strongly recommended for journal editors working in this area and for participants in the Jessup International Law Moot Court Competition. The course will have some recommended readings and several practical assignments. Optionally, a student may write a short paper and make an in-class presentation. It will be graded pass-fail. There will be no final exam. The format will be 70% lecture, 30% participatory.

Transnational Legal Clinic - Fieldwork

6 sem. hrs.
PLEASE SEE IMPORTANT ENROLLMENT PROCEDURES FOR CLINICS AVAILABLE ON THE REGISTRATION INSTRUCTION PAGE. The Transnational Legal Clinic explores the lawyer’s work in settings that cross cultures, borders, languages and legal systems. Students engage in direct legal representation of individual clients with immigration cases as well as international human rights advocacy efforts raising settled and developing international and comparative legal norms. Students will work in teams of two or more under faculty supervision, and will be responsible for all aspects of client representation. They will meet regularly in their teams with the faculty supervisor to receive supervision and constructive feedback. Students are expected to engage in critical reflection on choices presented and made in the course of lawyering, and on their individual development as a lawyer. Throughout the semester, students will have the opportunity to discuss competing interests underlying the development of immigration law in the U.S. and its relationship to international law, the role of international and comparative law in legal advocacy, law and organizing, and the role of the client in larger human rights/impact litigation cases. The Clinic will meet in seminar twice weekly for training in fundamental lawyering skills (interviewing, counseling, fact investigation, case theory and persuasive advocacy). Seminar time will also be used for case rounds, during which students share developments in their cases, and solicit suggestions and feedback on legal, factual, ethical and strategic issues. The seminar is not a substitute for an international law or immigration course. Substantive law will be discussed as needed in specific cases and students are responsible – with the guidance of the faculty supervisor – for researching and analyzing the underlying substantive law relevant to their individual cases. Fieldwork and seminar components of the course will be graded separately. Students will be provided with a grading memo at the start of the semester outlining the criteria on which they will be graded. Students are required to write a self-reflection memo mid-semester and at the end of the semester evaluating their own performance in accordance with those criteria. Students will meet one-on-one mid-semester with their faculty supervisor to exchange constructive feedback on their performance to date. Class participation is mandatory. Students enrolled are required to read prior to the start of classes The Spirit Catches You and You Fall Down, by Anne Fadiman. The book explores the relationships between the American medical system, doctors and social workers, and a young Hmong girl and her refugee family. It raises several issues of cross-cultural communication that will serve as the basis for discussions throughout the semester. The book can be found online and at most bookstores. N.B. You may not enroll in this course if you are enrolled in another clinical course or an externship in the same semester. In order to avoid being replaced by a student on the wait list, you must appear by the second meeting of the class. Enrollment is limited. Preference will be given to 3Ls.

Trial Advocacy: Yearlong

2 sem. hrs.
This is a skills course in trial techniques and related litigation theory development. The student will learn how to prepare and try a case. The objectives are to create strong fundamental skills in the art of direct examination, cross-examination, objections, preparation of witnesses, jury selection, preparation and examination of expert witnesses, introduction of documents, and opening and closing arguments. There will be video-taped exercises followed by individual critique. The course culminates in full mock trials in state or federal courtrooms, with witnesses and jurors. All students participate as trial counsel. Any Evidence course is a prerequisite for this class. Attendance and participation are mandatory. Approximately six (6) students will be selected from the combined classes to participate, on a voluntary basis, in the National Mock Trial Competition. Tryouts are held at the conclusion of the first semester. If selected, the Trial Team's second semester will entail participation on the Trial Team, and those selected will not be required to attend the regular Trial Advocacy classes.

COMMERCIAL LAW

Accounting

Adv Issues in Priv Fin & Corp Reorg - Yearlong (S)

Advanced Topics in Commercial Real Estate Seminar (S)

3 sem. hrs.
This seminar is designed to introduce students to the variety and fluidity of structures in today's commercial real estate transactions and the lawyer's role in "structuring and negotiating the deal." In the first part of the course, the students will examine and discuss the legal issues involved in complex commercial real estate transactions, including, the legal issues inherent in structuring a smooth transition from land acquisition and development to the operation of a multi-use complex and shopping center, the effects of zoning and similar legal requirements on development, acquisition and disposition of real estate, the role of the lender as simply a source of financing or as an equity partner, and the legal relationships and conflicts among developers, contractors, architects, tenants, lenders, Wall Street, surety companies and management companies. In the second part of the course, the students will be expected to prepare a paper on selected topics. The paper will require research into points of law discussed in the earlier part of the course.

Analytical Methods in the Law

Antitrust Law

Art of Deals: Int'l & Dom Business Transactions (S)

Bad Intentions Seminar (S)

Chapter 11: Corporate Reorganization

Commercial Credit I

Commercial Credit II

Commercial Transactions: Domestic and International Sales

3 sem. hrs.
Transactions in goods are a fundamental part of the economy. This course examines legal problems that arise in the distribution of goods within the United States and in international trade. Particular attention is given to the seller's obligations as to quality and delivery; the buyer's obligations as to acceptance and payment; the remedies for breach; the rights of third parties; and problems incident to domestic and foreign documentary transactions. The course considers the legal responsibility of manufacturers to downstream buyers of their products. An objective of this course is to explore the roles of lawyers in planning transactions as well as in resolving contract disputes, through litigation and commercial arbitration. The course will focus on Articles 1, 2, and 7 of the Uniform Commercial Code and the Convention on International Contracts on Sales of Goods.

Common Law Contracts for Civil Lawyers

2 sem. hrs.
This course provides a summary of modern American contract law. The emphasis is on how the common law of contracts developed, and how common law principles have been modified by common law courts, by the Restatements of Contracts, and by the Uniform Commercial Code. An overview of such basic concepts as offer, acceptance, consideration, defenses to contract formation, and remedies will be presented. The course assumes some familiarity with U.S. civil procedure (federal and state ) It is designed to give practicing lawyers familiar with Code contract principles an idea of how the American common law has shaped and developed similar commercial concepts and principles. The emphasis is on practice rather than theory and is geared to the practitioner rather than the student. Course requirements - there will be one final examination and a group project.

Contract Drafting (S)

Contracts

4 sem. hrs.
A study of the legal protection accorded promissory arrangements. The course deals with