COURSE SELECTION

Preliminary Question: LL.M Concentration in International Finance?

Pros: Hal Scott, Program on International Financial Systems, US-China + US-Japan + US-Brazil Symposia

Mandatory Course-Load: Int’l Finance (seminar), Regulation of Financial Institutions, Securities Regulation, Int’l Finance (course), Capital Markets Regulation

Takes up 12-14 credits [depending on whether want to write Long Paper]

NY Bar Requirements:

Foreign Evaluation Request

If degree does not qualify (off-chance): minimum 24 credits, courses must be classroom course in substantive and procedural law and professional skills [max 4 cred clinical]

Required courses: 2 credits ProfRes/Ethics; 2 credits LAWR, 2 credits American legal studies, min 6 credits on other courses tested in NY bar exams

LL.M Requirements:

Can write LL.M Long Paper (receives 3 credits)

All international students who do not write the LL.M Long Paper must complete a paper of 25 or more pages that involves independent reflection, formulation of a sustained argument, and, in many cases, outside research. Can be fulfilled through a course / seminar. Or through a (supervised) independent paper of 1 or more credits.

Winter Term Writing Program:

Late in fall, students who are writing a paper worth 2 or more credits will have the opportunity to apply for the Winter Term Writing Program. Can spend winter term pursuing research and writing on the respective projects while in residence in Cambridge.

Non-US Student Requirements:

Need to take one (1) course in US law from the list of “primary courses”: Contracts [L1], Civil Procedure [L1], Constitutional Law; First Amendment, Constitutional Law; Separation fo Powers, Federalism, and Fourteenth Amendment, Corporations, Criminal Law [L1], Family Law, Legislation and Regulation [L1], Property [L1], Torts [L1], Taxation

Names:

Michael Klarman, Noah Feldman, Lawrence Tribe, Elena Kagan, Dershowitz, Steven Shavell, Charles Nesson

SHORTLIST OF HLS COURSES

Name [Credits] Taught by Description Remarks

1. American Jury (The) [3]

Prof Charles Nesson (Spring)

With mythic origins in Magna Carta, a history intimately connected with struggles for liberty, cornerstone of constitutions of the states and United States of America, the American jury was once the bulwark of our liberty and the foundation of our law. Our class will engage the jury as history and practice. We will find it sick, institutionally speaking, weakened by racism wrapped in legalism, and urgently in need of competent legal representation, which we will seek to provide. Eclectic readings, audio-visual assignments, group work, supervised paper.

Prof is perpetually high and a poker nut (CVJ)

2. Analytical Methods for Lawyers [3]

Prof Kathryn Spier (Fall)

Prof David Cope (Spring)

Basic business and economic concepts (practice-oriented)

http://www.law.harvard.edu/academics/curriculum/catalog/index.html?o=64299

3. Antitrust Law and Economics – International [3]

Prof Einer Elhauge (Spring)

This course is the continuation of the regular course in U.S. antitrust law. It addresses the laws from other nations that are relevant to regulating the process of business competition and the economic analysis that is relevant to understanding modern antitrust adjudication.

Prerequisite: basic course in U.S. antitrust law

4. Antitrust Law and Economics – US [4]

Prof Einer Elhauge (Fall)

This course covers U.S. antitrust law, which is the law that regulates the process of business competition, and the economic analysis that is relevant to understanding modern antitrust adjudication. Topics include horizontal agreements in restraint of trade, monopolization, vertical exclusionary agreements, vertical distributional restraints, price discrimination, and mergers. Prior economics background is not required because the course will teach you the relevant economics, and students have performed at the very top levels of the class without any prior economics background.

5. Antitrust, Technology and Innovation [2]

Clinical Prof Phillip Malone (Spring)

Many of today's most exciting and challenging developments in antitrust law arise in cases involving innovative technology industries. This seminar will take a detailed and critical look at the unique challenges to existing antitrust doctrine and enforcement presented by such cases. We will begin by examining relevant economic research and theory regarding the operation and characteristics of dynamic, innovation-driven markets, including network effects, path dependence, standardization, platform and systems competition, technical compatibility and interoperability. We will then explore theories and evidence concerning the relationships between competition, market structure and innovation, including Schumpeterian and Arrow models and subsequent refinements and critiques. The seminar will consider difficult issues of antitrust market definition, particularly in the context of computer technology, the internet and pharmaceuticals, including technology and innovation markets. A major portion of the seminar will be analyze some of the most challenging issues presented by the intersection of antitrust and intellectual property law in technology markets

Prerequisite: overview course in antitrust law, or “other demonstrated substantial familiarity with basic antitrust principles and permission of the instructor”

6. Bankruptcy [4] Prof Mark Roe (Fall)

This basic bankruptcy course covers the major facets of bankruptcy that influence business financing transactions. Much of the deal-making in a financing transaction is negotiated in anticipation of a possible reorganization in Chapter 11 or of a private reorganization in its shadow. For many lawyers, contact with bankruptcy law is anticipatory and not in front of the bankruptcy judge. When feasible, students will read not just bankruptcy court opinions and the Bankruptcy Code, but materials that financing lawyers use day-

Prerequisite or corequsite: Corporations

to-day: a bond indenture, a prospectus, a complaint in a loan dispute, and SEC submissions. Students will ordinarily participate in a simulated Chapter 11 reorganization.

7. Bankruptcy and Corporate Reorganizations [3]

Prof Adam Levitin (Spring)

This course about debt. What happens when a firm is overburdened with debt or cannot meet its obligations as they come due? How are losses to be allocated? How can the firm’s assets be redeployed for productive use? How can competing creditors be bound to an arrangement about the future of the firm? This course examines methods of dealing with troubled debt and provides a general introduction to bankruptcy law, covering Chapters 7 and 11 of the Federal Bankruptcy Code. Bankruptcy law provides a lens through which to explore the American credit economy. An understanding of bankruptcy is important not just for the restructuring specialist, but also for the transactional lawyer and the litigator, as bankruptcy law provides the background term for nearly all business transactions and determines the collectability of judgments. The course will address not only bankruptcy law, but also how it affects transactional planning and structures outside of bankruptcy. Beyond the Bankruptcy Code itself, topics covered include distressed debt trading, financial derivatives, junk bonds, leveraged buyouts, securitization, valuation, and workouts.

8. Capital Market Regulation [2]

Mr Robert Glauber (Spring)

Examination of the structure, competitiveness and social utility of U.S. capital markets as the basis for considering the range of proposals for financial regulatory reform growing out of the recent world-wide financial crisis. Specific topics will likely include: mechanisms for controlling risk in financial institutions, particularly capital and liquidity requirements; the unique problem of systemic risk; dealing with illiquid and insolvent institutions, including resolution authority; optimal regulatory structure; reform of securitization; regulation of derivatives trading; consumer protection; the future of Fannie Mae and Freddie Mac; the role and regulation of credit rating agencies; regulating executive compensation, particularly as it effects systemic risk. Classes will be primarily based on interactive discussion, but will also include lectures and regular guest speakers. Required written work will be a final take-home examination. The course assumes a basic understanding of finance and financial markets, but requires no prior professional or academic work in this field.

9. Causes and Consequences in Private Law [1]

Visiting Prof Jane Stapleton (Fall)

Topics for the six meetings are planned to be: (1) What do/should lawyers mean by causation? (2) Important remaining puzzles (3) How law deals with evidentiary gaps re factual cause (4) Liability for consequences (5) Causes and Consequences: commercial applications (6) Causes and Consequences in other Federal Statutes

Prerequisites: Torts, Contracts

10.Challenges of a General Counsel [2]

Prof David Wilkins (Fall)

This course will explore the three fundamental roles of lawyers---acute technician, wise counselor and lawyer as leader---in a series of problems faced by general counsel of multi-national corporations. The "cases" in this course involve questions beyond "what is legal" and focus on "what is right", using specific illustrations drawn from the contemporary business world -- e.g. the BP oil spill, Google's clash with the Chinese government, the Mark Hurd resignation from Hewlett Packard, the News Corp hacking scandal. These cases involve a broad range of considerations: ethics, reputation, risk management, public policy, politics, communications and corporate citizenship. The course will advance for critical analysis the idea of the general counsel as lawyer-statesman who has a central role in setting the direction of the corporation but who must navigate complex internal relationships (with business leaders, the board of directors, peer senior officers, the bureaucracy) and challenging external ones (with stakeholders, governments, NGOs and media in nations and regions across the globe). The course advances a broad view of lawyers' roles

Does not satisfy Professional Responsibility requirement

and examines the skills, beyond understanding law, required in complex problem-solving by the lawyer-statesman.

11.Children and the Law [3]

Visiting Prof Laura Rosenbury (Fall)

This course will examine the often competing interests of children, parents and the state, and law’s attempts to mediate those interests. We will consider law’s general approaches to childrearing and family privacy; parent-child conflicts, including child abuse and neglect; juvenile misconduct and the juvenile justice system; and children’s claims to autonomy with respect to speech, sex and medical care, among other claims. We will also examine the ways childhood is constructed by these relationships to law, aspects of childhood that are ignored by that legal construction, and ways the construction could be challenged and changed.

12.China’s Role in a World Order in Flux

Prof William Alford (Spring)

This Reading Group will examine the role that China has been playing in a world order (if one can even use that term) in flux. Models of development, trade, and rights are among the areas likely to be addressed. We will consider, inter alia, China’s engagement of existing global norms, ways in which China may (or may not) now or in the foreseeable future be shaping such norms, and their impact on China. The intention is to hold some sessions of the Reading Group jointly with a comparable class at Renmin University of China, via electronic means – hence, our evening meeting times. The class will have no prerequisites. The Reading Group will commence in the week of February 11 and for the most part meet every other week thereafter.

13.Comparative Constitutional Law [3]

Prof Mark Tushnet (Fall)

Prof Vicki Jackson (Spring)

This course will cover a series of topics arising in the comparative study of constitutional structure and law in countries including Canada, Colombia, Great Britain, France, Germany, Hungary, India, Israel, South Africa, and the United States. It will take up questions of constitutional purpose, function, design, and doctrine.

14.Comparative Corporate Governance [2]

Visiting Prof Luca Enriques (Fall)

This seminar will discuss comparative corporate governance mainly with a legal policy perspective. Likely topics include venture capital, ownership structures and deviations from the one-share-one-vote principle, tunneling, the market for corporate control, institutional investor activism, and the differing corporate law enforcement mechanisms we observe around the world. There will be no examination. Instead, students will be asked to submit, before at least nine of the twelve sessions, a brief memo on the assigned readings. Grades will be based on these memos and, to a lesser extent, on participation in class discussion. The seminar is given in association with the LLM corporate governance concentration, although enrollment is not limited to those students.

15.Comparative Political Economy of Crime and Punishment [1]

Visiting Prof Nicola Lacey

This course will consider the political, economic and social factors which shape both criminality and responses to crime, giving particular attention to accounts which seek to explain varying levels of crime and punishment, as well as the varying relationship between crime and punishment, in different countries and regions. Looking in particular at the contrasts between crime and punishment in the United States, the United Kingdom and a number of European countries over the last 40 years, the course will consider how far not just the shape of the criminal process but institutions such as the political system, labour market regimes and welfare states influence crime and punishment.

16.Complex Litigation

Mr Richard Clary (Fall)

This course will study legal doctrines and current "best practices" relating to complex litigation. Topics will include federal class actions (including class certification, interlocutory appeals and settlements); transfer, coordination and consolidation of individual federal actions; multi-district litigation; removal from and

Prerequisite: basic civil procedure

remand to state court; and management of parallel federal/state and state/state proceedings. The course will also cover some of the practical issues relating to managing complex litigation, such as multi-case, multi-party deposition protocols. Many of the examples that will be discussed will come from securities cases, such as the recent Enron litigation, but knowledge of substantive securities law is not required.

17.Constitutional Analysis [3]

Prof Lawrence Tribe

This course will investigate some of the key issues that cut across the two basic constitutional law courses and that cross the divide between constitutional criminal procedure and constitutional law as those two realms are classically studied, for curricular reasons, in separate silos – but that often end up not being systematically covered anywhere precisely because they fit everywhere.

…

This course presupposes broad familiarity with the basics of American constitutional law, including both its structural aspects and its individual-rights aspects.

…

From among those who are otherwise eligible, student selection will be based on brief statements of interest, each of which should be accompanied by a CV. The statements and CV attachments should be submitted to Professor Tribe’s faculty assistant at kmcgill@law.harvard.edu. LLM candidates must apply by August 1 in order to receive consideration.

Enrollment will be limited to 75. If the course is oversubscribed, priority will be given to those who have successfully completed one of those introductory courses.

Interested students must concurrently enroll in at least one of the two introductory Harvard Law School courses in constitutional law during the fall term unless they can demonstrate significant expertise in the subject matter of both courses.

18.Constitutional Law: First Amendment [3]

Prof Richard Parker (Fall)

Prof Martha Field (Fall)

Prof Mark Tushnet (Spring)

Prof Noah Feldman (Spring)

The course is one of the two basic courses in the field. It focuses on the First Amendment and addresses the Freedom of Speech, the Free Exercise of Religion and the Establishment Clause.

Richard Parker’s description:

This section of the course will approach the law as an ongoing practice of argument. It will deal not just with decisions and doctrine, but also with what lies beneath the surface--assumptions, images and emotions that structure and animate argument. It will analyze the internal conflicts and the ebb and flow of constitutional argument over time, concentrating on the last fifty years.

In class, there will be no cold calling on students and no panels. Instead, students will be encouraged to respond to questions put to the class as a whole and exhorted to challenge and criticize the instructor in a sort of "reverse Socratic" dialogue.

Field is bad, Feldman is very good although very socratic (CVJ)

19.Constitutional Law: Separation of Powers, Federalism and Fourteenth

Dean Martha Minow (Fall)

This course is one of the two basic courses in the field of U.S. constitutional law. It focuses on judicial review, the separation of powers, federalism, and the Fourteenth Amendment's Equal Protection and Due Process Clauses.

Klarman is a must-do because he has great stories about the Justices (CVJ)

Amendment [4] Prof Michael Klarman (Fall), Prof Tomiko Brown-Nagin (Spring), Prof Richard Fallon (Spring)

20.Contracts and Justice

Prof Todd Rakoff (Spring)

What happens to the law of contracts when it is thought to be about justice rather than about efficiency or freedom? In this reading group we will read the works of scholars, some old, some new, who have tried to rationalize or reconstruct the law of contracts on a justice basis, and consider how successful they have been.

21.Contracts for LLMs

Mr Christopher Taggart

Contract law is the study of legally enforceable promises, normally exchanged as part of a bargain. Contracts are the main means by which transactions are made and legal obligations are voluntarily incurred. Doctrinal topics to be discussed may include: when a contractual promise exists and which are too indefinite; offer and acceptance; consideration; whether and when contracts should be voided for reasons such as duress or nondisclosure; contractual interpretation; parol evidence; statutes of frauds; “quasi-contracts”; and remedies.

22.Corporate Reorganization

Mr Martin Bienenstock (Spring)

Corporate Reorganization identifies the dominant causes of business failure or distress, and analyzes how (a) corporate governance can mitigate or avoid failure and (b) chapter 11 resolves failure/distress. We do this in the context of case histories, jurisprudence, and articles about failures in the auto, steel, financial, manufacturing, and industries subject to mass tort liability. In formulating resolutions of distressed situations, we apply chapter 11 resolutions as a baseline against which other resolutions are compared. The course is designed to show that optimal restructuring is a multidisciplinary undertaking, even within its legal framework where emphasis is put on governance jurisprudence, statutory interpretation, the constitutional limits of the bankruptcy power, the bankruptcy court’s jurisdiction, and the use of litigation.

23.Corporate and Capital Markets Law and Policy

Prof Lucian Bebchuk,

Mr Scott Hirst

No Course Description yet, TBD (?)

http://www.law.harvard.edu/academics/curriculum/catalog/index.html?o=64894

24. Corporations [4] Prof Reinier Kraakman (Fall)

Asst Prof Holger Spamann (Fall)

Prof J. Mark Ramseyer (Fall)

Prof John Coates (Fall)

This course surveys the role of legal controls on business organizations with emphasis on the control of managers in publicly held corporations. Aspects of the law of agency, partnership, and closely held corporations are reviewed to highlight continuities and discontinuities with the publicly held corporation.

Pre-requisites: Some rudimentary knowledge of simple finance, i.e., discounting, portfolios and risk, and asset pricing.

http://www.law.harvard.edu/academics/curriculum/catalog/index.html?o=64047

25.Critical Theory in Legal Scholarship [2]

Prof Janet Halley The goal of this seminar will be to help students imagine writing projects of their own which put critical theory from the humanities and from legal studies "to work" in understanding some concrete dimension of the law. Readings will be a selected range of "classics" in literary, social and legal theory, paired with remarkable examples of legal-academic writing strongly engaged with them. Our discussions will aim for mastery of the former and a nuanced understanding of the interventions and methods exemplified by the latter. The target audience of this Seminar is students with ambitions to write legal scholarship - whether

1L's at the very beginning of their thinking in this direction, or LLM's writing scholarly papers, or 2L's and 3L's in the early, middle or late stages of framing an academic project. 1L's and LLM’s are encouraged to enroll. SJD's are welcome to audit. Class participation will be expected and will be considered in grading. Students may write 6 short response papers or submit substantial writing within their own scholarly endeavors.

26.Current Issues in Executive Compensation & Corporate Governance [2]

Prof Jesse Fried (Fall)

This seminar examines academic and other policy-oriented writings on corporate governance, focusing largely (but not exclusively) on ongoing efforts to improve executive compensation and corporate governance at widely-held U.S. firms. At most sessions, invited speakers from Harvard Law School and elsewhere will present case studies and work-in-progress.

Prerequisites: Corporations or by permission of instructor

27.Cyberlaw Clinic [2 / 3 / 4]

Clinical Prof Phillip Malone (Fall, Winter, Spring)

The Cyberlaw Clinic, based at the Berkman Center for Internet & Society, engages Harvard Law School students in a wide range of real-world licensing, client counseling, advocacy, litigation, and policy projects and cases, covering a broad spectrum of Internet, new technology, and intellectual property legal issues. Among many other areas, the Clinic’s work includes counseling and legal guidance regarding complex open access, digital copyright, and fair use issues; litigation, amicus filings, and other advocacy to protect online speech and anonymity; legal resources and advice for citizen journalists and public media entities; licensing and contract drafting and advice, including for Creative Commons and other “open” licenses; counseling innovators and entrepreneurs through the Harvard Innovation Lab; advising courts and creating resources for the use of technology to facilitate access to justice and the courts; guidance, policy development and amicus advocacy for effective but balanced protection of children in the areas of social networking, youth online safety, cyberbullying and child pornography/exploitation; addressing the use of technology in human trafficking; and counseling and drafting regarding complex questions of cybercrime and digital evidence.

Application process for LLM students

28.Decision Making and Leadership in the Public Sector [3]

Prof Phillip Heymann (Fall)

Lawyers are as deeply involved in political decision making as they are in judicial decision making, whether the occasion is legislation or administrative regulation or deciding on a discrete action by a governmental or other organizational unit. They also are called upon to manage public organizations. Most people learn these additional skills, if at all, through experience. There is, however, a logic that can help almost as much in understanding political choices as learning the basics of legal argument does in understanding judicial choices. The course teaches the thought process of policy choice and of management. At the same time, it provides vicarious experience in a variety of political/managerial settings through detailed case studies mostly produced at the Kennedy School of Government. Most classes involve adopting a particular role in a specific situation and thinking through what you might want to accomplish in that role and how to go about it in that setting. The examples are from domestic and foreign policy areas and almost always involve the political structures of the United States

29.Derivatives Regulation [2]

Mr Daniel Waldman (Fall)

This course will examine how derivatives are regulated. It will introduce students to the most common forms of derivative instruments, how they are used and the regulatory structure applicable to futures, options and swaps. It will cover the regulation of exchanges and clearinghouses, including issues of principle-based vs. rule based regulation, conflicts of interest and governance standards. It will consider issues of systemic risk and the efforts of regulators to increase transparency in the derivatives markets.

The course will cover the regulation of foreign exchanges and intermediaries and the impact of regulation on global derivatives business. The course will also study the law of market manipulation and other fraudulent or disruptive trading practices and how regulation seeks to protect market users and the price discovery process.

30.Dispute Systems Design [2]

Mr Rory Van Loo (Spring)

Lawyers are often called upon to help design systems for managing and/or resolving conflicts that support or supplant existing legal structures. Implicitly or explicitly, every institution and organization has a system for managing disputes. In some cases, the system may be formal, with administrative hearings, courts, tribunals, and complex appeal and review processes. In other cases, organizations may have few if any formal means for managing conflict. In these instances, conflicts may be managed through informal negotiation and mediation or by simply lumping it. As individuals, institutions, organizations, and nations become more aware of the ever-rising cost of conflict (in economic, relational, and human terms), many are seeking to design and implement systems to manage disputes with greater effectiveness and efficiency. Though lawyers have traditionally been viewed primarily as advocates who resolve already-ripened disputes through litigation and negotiation, this explosion of interest in more efficient and tailored approaches to conflict management has highlighted the special opportunity for lawyers to serve as creative "dispute process architects." This seminar will introduce students to the theory and promise of dispute systems design with an aim to train students to play this new and more creative professional role…

Prerequisite: Negotiation Workshop

Students are also encouraged to also enroll in the Harvard Negotiation and Mediation Clinic during the Spring semester (2-4 Spring credits).

31.Economic Analysis of Law [3]

Prof Steven Shavell (Fall)

What effects does law have? Do individuals drive more cautiously, clear ice from sidewalks more diligently, and commit fewer crimes because of the threat of legal sanctions? Do corporations pollute less, market safer products, and obey contracts to avoid suit? And given the effects of legal rules, which are socially best? Such questions about the influence and desirability of laws have been investigated by legal scholars and economists in a rigorous and systematic manner since the 1970s. Their approach, labeled "economic," is widely considered to be intellectually important and to have revolutionized thinking about the law. This course will provide an in-depth analysis and synthesis of the economic approach to the analysis of the major building blocks of our legal system - tort law, property law, contract law, criminal law, and the legal process. The course will also address welfare economic versus moral conceptions of the social good. The course is aimed at a general audience of students. No economic background is needed to take it.

Prof is great, book is good, and easy to do well (CVJ)

32.Entrepreneurship and Company Creation [1]

Mr David Hornik (Spring)

This course focuses on the entrepreneurial process--from company creation and formation to business planning and finance. The course will cover a range of topics following the life-cycle of a company and will engage students in hands-on activities to reinforce key learnings about entrepreneurship, including executive summary writing and term sheet negotiation (there will be no written exam). Students will learn about the startup process from entrepreneurs and venture capitalists with decades of company building experience.

33.Ethics, Economics and the Law [2]

FAS Prof Michael Sandel (Fall)

Explores controversies about the use of markets and market reasoning in areas such as organ sales, procreation, environmental regulation, immigration policy, military service, voting, health care, education, and criminal justice. The seminar will examine arguments for and against cost-benefit analysis, the monetary valuation of life and the risk of death, and the use of economic reasoning in public policy and law.

Enrollment is limited to 14 students. Background in political theory or philosophy

recommended.

34.Expert Witnesses [4]

Asst Prof D. James Greiner (Spring)

This course will teach students how to work effectively with and against expert witnesses via two rounds of simulated pretrial litigation. In each simulation round, teams of two law students will be formed and assigned a position. Each team will have its own expert witness, in the form of a graduate student from a quantitative field at Harvard (who will be taking the course for credit in the Graduate School of Arts & Sciences). The expert will draft a litigation report, and law students will use this report as support for legal briefs. Law students will then depose the other side’s expert witness and use the resulting transcript to a draft responsive brief. There will be two simulation rounds, the first focusing on redistricting and the second on employment discrimination.

Only absolute prerequisites are Civil Procedure and Evidence.

Enrollment will be limited to achieve an appropriate balance of law and quantitative students

35.Finance Concepts: A Brief Overview [1]

Prof Reinier Kraakman (Fall)

This is a credit-only, one-unit course intended to introduce law students to finance concepts used in some Corporations Sections and in more advanced business law courses. It will cover discounting, risk, portfolio theory and asst pricing. It is not open to anyone with a significant background in finance, economics, or business.

Not open to students who have taken or are taking "Analytical Methods for Lawyers."

36.Financial Statement Analysis and Valuation [2]

Visiting Prof Bala Dharan (Spring)

We will start with a review of corporate financial statements and disclosures. Students will then learn the use of financial ratios for measuring financial risks and returns, and learn the use of various accounting concepts and tools, including accruals, to identify red flags of financial distress or earnings manipulations. We will also learn to apply the analytical techniques to develop forecasted financial statements and use the information to value a firm’s equity.

37.Fundamentals of Statistical Analysis [1]

Mr David Cope (Fall)

Intended for law students with little or no background in mathematics and statistics, this class will provide basic tools needed for designing, conducting and critically assessing empirical legal research, i.e., legal research that relies to a significant degree on data-based argumentation.

There will be six 2-hour meetings during September and October which will cover the following topics: formulating a research question and finding or creating an appropriate data set; survey design and analysis; presenting data visually and with summary statistics; the logic of hypothesis testing and estimation; correlation and linear regression; and multivariate analysis with an emphasis on multiple regression.

38.Great Book [1] Prof Richard Parker (Spring)

This reading group is meant to be an antidote. Nowadays, law students arrive having read less and less literature and history. Here, they are force fed more and more social science. In hope of dispelling the desiccating effect of its language and sensibility, we'll read and discuss one great book: The Genealogy of Morals by Nietzsche. It is impossible to classify its genre -- moral psychology? imaginative history? social theory? What ever it may be, it is unique in its powers of insight and provocation. A progenitor of modernism and postmodernism, it is above all a work of literature. To join this group, you should be more than willing to engage in a close reading of an often 'difficult' text and to commit to attending and participating in all six meetings. Soft drinks, wine, cheese and so forth will be provided.

39.Harvard Negotiation and Mediation Clinic

Prof Robert Bordone (Spring)

Students in the Negotiation & Mediation Clinic will work in a team of 2 to 4 students, typically collaborating on single project for one client during the entire semester. By working for a single client, students have the unique chance to collaborate on a project from start to finish. Projects in the clinic typically focus on

Prerequisite: Negotiation

[2 / 3 / 4 (clinical)] “advanced” issues related to negotiation, mediation, and conflict management. For example, students may assist an organization in conducting a conflict assessment, designing a dispute resolution system, assessing an ongoing set of dispute management processes, or resolving a current conflict or series of conflicts. In some instances, clinic teams design and deliver a tailored negotiation/mediation curriculum, offer strategic negotiation advice, or conduct a mediation or consensus-building session. In addition to applying the skills and concepts learned in Negotiation Workshop, students will develop a new set of skills that may include conducting interviews for stakeholder assessments, facilitating learning dialogues, running focus groups, leading teams, and presenting to clients. Each semester the clinic will offer a mix of public, private, domestic, and international projects.

Workshop

Corequisite: Negotiation and Mediation Clinical Workshop

Not eligible for Fall because of prerequisite

40.Human Rights: History and Theory [3]

Visiting Prof Samuel Moyn (Spring)

This course examines international human rights from a variety of historical and theoretical perspectives to understand their origins and their purchase on our both our moral imagination and our political life today. Applying tools from history, political theory, and international relations to concrete legal case studies, our goal is to understand the sources and logic of human rights ideas in modern and contemporary political life. No prerequisites. This course complements, but does not presuppose, the standard International Human Rights law class.

41.International Business Transactions [3]

Visiting Prof Oren Gross (Spring)

In an interdependent, globalized economy, knowledge and understanding of the way in which business is conducted across national borders is indispensable to all business lawyers. The main focus of our discussion and study will be the legal aspects of private transactions that involve parties, goods, services or capital crossing national borders, rather than matters pertaining to national and international trade regulation. We will examine three basic methods of doing business abroad: the sales of goods (export) transaction, licensing and franchising (mostly in the context of intellectual property), and foreign direct investment.

42.International Commercial Arbitration [3]

Mr Mark Beckett, Mr Daniel Tan (Winter)

This course provides a rigorous introduction to the field of international commercial arbitration, which has become the default means of settling international disputes. The course will deal with the internationalist elements of the subject matter, but will also examine international commercial arbitration from an American perspective. Students can expect to review both foreign and US commentaries, statutes and case law on the subject.

43.International Finance (Seminar) [2]

Prof Hal Scott (Fall-Spring)

This seminar is intended for students who are interested in international finance and the structure of financial regulation in an increasingly globalized economy. The seminar will explore issues of current interest in the field, including the competitiveness of U.S. financial markets, regulatory reform of financial regulation in the United States and around the world, the structure of regulatory cooperation in global markets, and the role of public and private enforcement in financial markets. The initial sessions will provide background on these subjects. Later, the focus of the seminar will be a series of outside speakers from government, practice and industry. In the final sessions of the year, students will present their own research papers on topics of current interest. Seehttp://www.law.harvard.edu/programs/pifs/ifllm.html for examples of papers written by students in prior years as well as a list of outside speakers. Enrollment in this seminar is by permission of the instructor. To apply, send a statement of interest to hscott@law.harvard.edu.

44.International Prof Hal Scott This course focuses on how law and regulation affects international finance. It examines policies and

Finance [3] (Spring) regulation affecting cross-border banking and securities transactions in the three major markets, the United States, the European Union and Japan. In the U.S. the focus is on how post-Enron capital market regulation affects foreign firms, in the E.U. on continuing efforts to build integrated financial markets, and in Japan on the role of foreign firms in rebuilding the Japanese financial system after the "lost decade." The course also looks at the infrastructure that underlies the global financial system--the U.S. dollar payment system, the Basel Capital Accord, global standards for the clearing and settlement of securities, and rules for different exchange rate regimes. In addition, the course deals with offshore markets--like the Euromarkets and various derivatives markets (including the securitized markets impacted by the subprime crisis), as well as global competition bet ween stock and derivatives exchanges and some key aspects of the emerging markets, for example sovereign debt and project finance. The course ends with an examination of how the international financial system has been regulated to control the financing of terrorism.

45.International Human Rights [3]

Prof Gerald Neuman (Fall)

This course provides a general introduction to the law, theory, and practice of internationally recognized human rights. The course is designed to provide students with an informed and critical perspective on international instruments and institutions, and domestic legal arrangements relating to the articulation and implementation of human rights. Topics will include the historical origins of modern human rights law; connections between civil, political, social, and economic rights; and global, regional, and national methods of implementation and enforcement.

46.International Investment Law [2]

Asst Prof Mark Wu (Fall)

This seminar introduces students to basic concepts of international investment treaty law and investment treaty arbitration. The course will examine the background to the current international investment law regime and the sources of international investment law. It will also discuss: (1) the institutions and rules that govern investor-state arbitration, (2) the substantive principles and standards that may apply to the investor-state relationship under investment treaties (i.e., national treatment, most-favoured-nation treatment, expropriation, and fair and equitable treatment), and (3) the interactions between the international investment regime and other international regimes (e.g., trade regime). Participants will be expected to write regular response papers and complete short assignments.

47.International Law Workshop [2]

Prof William Alford,

Prof Gabriella Blum (Fall)

This workshop is intended to provide students with the opportunity to enmesh themselves in scholarly writing about the history and philosophy of international law, by bringing to the fall semester workshop scholars engaged in some of the most interesting new work in this field. Generally, our invited speakers--some from law and some from other disciplines--will present work in progress. Students in the class will be required to submit brief "reflection" pieces commenting on the paper to be presented and will also have the opportunity to question the presenter during the session. Some sessions will be reserved for meetings without outside speakers. There are no prerequisites for this workshop, but it is generally intended for students with a strong academic interest.

Enrollment is limited to 35 students. MUST attend the first session -- including if you are on the waitlist or if you are considering adding

48. Introduction to Accounting and Corporate Financial Reports [1]

Visiting Prof Bala Dharan (Fall)

Students will learn the basics of how financial statements are prepared to capture the financial effects of management decisions, and how accounting information is used to aid management decisions on performance measurement and valuation. The course will be relevant for students in the Law and Business program of study, and to others who wish to learn the basic language of financial reports and their use in capital markets, corporate transactions, commercial litigation, mergers and acquisitions, and

other related areas.

49.Introduction to American Law [2]

Mr Christopher Taggart (Fall)

This course introduces students trained as lawyers outside of the United States to the U.S. legal system, helping to supplement and put into context what they learn in their other courses at HLS. It covers the basic structure and function of U.S. legal institutions, the interaction of state and federal law in the American system of federalism, common law reasoning and statutory interpretation, the American criminal and civil justice systems, and trial by jury. Throughout the course, students will be invited to share their experiences and compare the U.S. system with their own legal systems.

50.Introduction to Social Entrepreneurship [3]

Ms Suzanne M. Klahar,

Mr Kyle Westaway

(Winter-Spring)

Introduction to Social Entrepreneurship will expose students to innovative solutions to social problems. Using the "case study method" typically used in MBA programs, students will examine the challenges of structuring, launching, funding, and counseling social ventures through the eyes of the entrepreneur, investor, attorney and community leader.

The course will explore the intricacies of remaining mission driven, talent, board relations, managing and sustaining growth, the changing role of corporate governance, and leveraging private sector partnerships and resources. Students will learn about nonprofit and market-based social enterprises, including an introduction to emerging legal structures such as the Benefit Corporation, Flexible Purpose Corporation and L3C. Students will also explore innovative public / private sector partnerships and the challenges and opportunities of engaging diverse partners with differing agendas.

The course will include expert guest speakers who are nationally recognized from the fields of law, business and the social entrepreneurship. Throughout, students will explore the valuable roles that attorneys can and have played in such ventures and have the opportunity to serve as consultants on real world projects with social entrepreneurs.

http://www.law.harvard.edu/academics/curriculum/catalog/index.html?o=64904

51.Israel / Palestine Legal Issues [4]

Prof Duncan Kennedy

This course will examine a wide variety of legal issues raised in the various stages of conflict in Israel/Palestine. These will be evenly divided between issues arising inside Israel proper and issues arising with respect to the Occupied Territories. For each issue, there will be some background readings and then presentation of opposing legal positions, often with a U.S. case to give a comparative perspective. Issues covered will involve Israeli civil and constitutional law and international law; areas will include local government, land, water, education, and taxation, as well as more familiar issues around the legality of the occupation and its military framework. Two classes will be devoted to the legal analysis of violent resistance and terrorism

52.Justice and Morality in the Plays of Shakespeare [2]

Prof Alan Stone, Prof Alan Dershowitz (Fall)

King Lear, Othello, The Merchant of Venice, Measure for Measure, As You Like It and Hamlet (Texts, Commentary and Films).

The students will be expected to write and present four response papers in the course of the seminar. In addition there will be other classroom activities including a mock trial.

53.Law and Economics (Seminar) [2]

Prof Louis Kaplow, Prof Steven Shavell (Fall / Spring)

This seminar will provide students with an opportunity to engage with ongoing research in the economic analysis of law. At most of the meetings, invited speakers--some from the Law School--will present works in progress. Students are required to submit, before sessions, brief written comments on the papers to be presented. Enrollment in either or both terms is permitted. Some background in economics or law and

economics is helpful; however, knowledge of technical economics is unnecessary.

54.Law and Finance of Start-Up Companies [2]

Prof Allen Ferrell, Richard Forrest (Fall)

This seminar will cover topics in the area of start-up company law. Topics include institutional and legal arrangements important to start-up companies, agency problems facing start-up firms and mechanisms to deal with these problems, contractual issues start-up companies face, and the structure and operation of venture capital funds.

55.Law and Literature [2]

Prof Alan Stone (Spring)

This seminar deals with texts that have played a role in the Law and Literature dialogue. Students should anticipate some changes in the readings which have included short novels (Kafka, The Trial; Melville, Billy Budd; Coetzee, Disgrace, etc.), short stories (by Chekhov, Tolstoy, etc.), plays (The Merchant of Venice and Hamlet by Shakespeare), one long, dense and difficult novel (vol. 1 only of The Man Without Qualities by Robert Musil), and commentary on Law and Literature (Posner, etc.). Students must read the novella Billy Budd by Herman Melville and submit a brief review before the first class. Requirements include regular class attendance and active participation in discussion. Students must write four short papers to be shared with other members of the seminar

56.Law and Philosophy [2]

Prof Richard Fallon, Frances Kamm (Spring)

This seminar will explore some of the ways in which philosophical analysis and discussions of what the law is and ought to be can enrich one another. Students in the seminar will write frequent short papers, focused on weekly readings. For roughly half of the weeks, the readings will be drafts of works-in-progress by philosophers, political theorists, and law professors who will present their work in the seminar. For law students, at least one course in constitutional law or an unusually strong philosophical background is a prerequisite to enrollment.

57.Law and Psychology [2]

Mr David Cope (Fall)

Love, jealousy, guilt, anger, fear, greed, compassion, hope, and joy play important roles in the lives of lawyers and those with whom they interact. The most effective lawyers are not just good thinkers, they are also empathic students of human emotions. This seminar will offer students a chance to explore what is missing from the traditional law school rational actor model of human nature through discussion of readings primarily from psychology (but with contributions from economics, biology, philosophy, and literature) about the nature and operation of the emotions, the use of emotion in persuasion and negotiation, emotions and the good life, and the role of emotions in moral and legal decision making. Students will be asked to write short papers (1-2 pages) on each week's readings. There will be no required final examination or term paper

58.Law and Social Change [2]

Asst Prof Benjamin Sachs, Prof Gerald Frug (Spring)

This workshop will invite outside speakers to present scholarly works in progress on a range of topics concerned with the relationship between law and public policy and social change. Students will write several short response papers. Enrollment limited to 22. Admission by permission of the instructors. Students interested in the workshop should submit a one-page statement of interest along with a resume and transcript to both Professor Sachs (bsachs@law.harvard.edu) and Professor Frug (frug@law.harvard.edu).

59.Law, Psychology and Morality: An exploration through film [2]

Prof Alan Stone (Spring)

This seminar will deal with subjects at the intersection of law, psychology, and morality using film as 'text.' Subjects include: responsibility and community, love and redemption, reconstructing the claims of family, gender and sexual identity, narratives of justice and injustice, the lawyer's identity, patriarchy and misogyny, and race and the subculture of poverty. Films shown in the past years include (director and title): Gorris, Antonia's Line; Mikhalkov, Burnt by the Sun; Fassbinder, The Marriage of Maria Braun;

Students must write five short papers to be shared with other members of the seminar. Enrollment

Coppola, Apocalypse Now; Resnais, Hiroshima Mon Amour; Verhoeven, The Nasty Girl; Tarantino, Pulp Fiction; Hrebejk, Divided We Fall; van Diem, Character; Vidor, The Crowd: Visconti, Rocco and His Brothers; Zhang, The Story of Qui Ju; Zwick, Glory; Leigh, Secrets and Lies; Fellini, 8 1/2; Allen, Crimes and Misdemeanors; Lee, Do the Right Thing; Frears, My Beautiful Laundrette, and Sautet, Un Coeur en Hiver. Students must view John Sayles's film Lone Star and submit a brief review before the first class.

is limited to 22 students.

60.Laws, Markets and Religions [2]

Prof Robert Clark (Fall-Spring)

This full-year seminar will explore articles and books that help to illuminate the characteristic attributes and the relative advantages and disadvantages of four major systems of social control: legal systems, markets, social groups, and the world religions. The readings may also provide comparative insight into the scope and the historical development of these differing systems. Readings will be chosen from a broad array of social-science disciplines, including sociology, psychology, evolutionary theory, and behavioral law and economics. Students will be required to write a short response paper about the readings for each session of the seminar. Sessions will usually be scheduled on an every-other-week basis during the fall and spring semesters.

61.Leadership in Law Firms [3]

Prof Ashish Nanda (Spring)

This course aims to help students understand how to lead law firms, as well as other professional service firms (PSFs), and how to be successful as professionals. It is meant to be useful if you plan to work in a professional service organization (including a law firm, a consulting firm, or a financial services firm). Through studying the dynamics of PSFs and the skills that are essential to professional success, the course will help you understand what it takes to be an effective professional and a member of a thriving organization. The course is organized in six modules: professionals and professionalism; competitive strategy, positioning, and alignment; organizational strategy, processes, and governance; motivating, developing, and leveraging professionals; leadership and organizational transformation; and succeeding as professionals. Our primary learning tool will be the business school case study method. The case studies typically take a longitudinal perspective that fol lows professionals and their enterprises over extended periods of time. This affords us the opportunity not only to determine the sources of performance at any given time, but also to identify the capabilities and processes that sustain success over time, and to learn how leaders of law (and other professional service) firms react to change. The cases are situated in the law firm setting, but also in other professional service settings (consulting, financial services, accounting, and medicine). To maximize benefit from the case discussion process, case protagonists or external experts will attend several of the class sessions and engage in the discussion and reflection process. The sessions mostly will be organized as class discussions based on printed cases. Several of the sessions will include minilectures on concepts of relevance to professional service and law firms. The course will also include some exercises to provide students with the skills that will allow them to e valuate firms and chart their own careers within these firms effectively.

The class will be limited to 50 participants.

62.Legal History: Workshop on the Political Economy on Modern Capitalism (seminar) [2]

Prof Christine Desan (Fall-Spring)

As modern capitalism becomes dominant across the globe, the need to understand it increases. Is it a form of market organization, a material or social phenomenon, an epistemological development, a set of legal categories, or a mode of governance? This seminar explores modern capitalism as an historical form of political economy, developed over the last three centuries, that may partake of all these dimensions. The seminar is designed to include both students who are interested in the in-depth study of capitalism as a political economic form, and faculty/scholars already engaged in that research who seek a forum for presenting works-in-progress.

The seminar will include sessions for student participants focused on influential works that have contributed a working vocabulary to current debates over capitalism. In alternating sessions, we will discuss new research by faculty and student participants, associated scholars, and guests. The seminar will run biweekly during the Fall 2012 and Spring 2013 semesters. Student participants will be required to attend and participate regularly, to lead the commentary on at least one work discussed in the seminar, and to submit a final paper of twenty-five to thirty pages

63.Legal Profession [3]

Prof Andrew Kaufman (Spring)

Prof Annette Gordon-Reed (Spring)

I like the Fall course description less

This course considers three categories of materials. First, we will study the nature of professionalism in American society with readings and problems dealing with practical issues of professional responsibility faced by lawyers in the daily routine of private practice. Second, we will deal with issues faced by the profession as a whole, including the ways of providing effective legal services to all members of the community, regulation of competition, and the imposition of professional discipline. Third, we will also look at the organization and demographics of the profession, its units of practice, and what professional life is like in the twenty-first century. The course also invites students to address the questions: What kind of lawyer do I want to be, and to what kind of profession do I wish to belong? Grades will be based principally on a final in-class examination but also, to some extent, on assigned classroom exercises

Enrolment is limited to sixty students.

64.Legal Though Now: Law and the Structure of Society [2]

Visiting Prof Samuel Moyn, Prof Roberto Unger (Spring)

This course addresses the relation between our ideas about law and our explanatory and normative beliefs about the structure of society.

We begin by discussing the interplay, both now and in the past, between two approaches to law: law as the will of the sovereign, whether or not under democracy, and law as the working out, in legal doctrine, of an intelligible and defensible plan of social life. We consider how each of these approaches, as well as attempts to reconcile them, have accommodated to the actual organization of society, often left unexplained and unjustified.

We go on to place legal theory in the setting of three large debates about three fundamental problems. By this means, we seek to probe present assumptions about law and about its relation to the social order.

1.The tradition of classical European social theory (Karl Marx, Max Weber) and the contemporary fate of its attempt to develop a vision of how the structure of society gets made and reshaped in history.

2.The ways in which liberal thinkers, like J.S.Mill, and philosophers outside the liberal tradition, such as Hegel, dealt with the thesis that the institutional framework of society, established in law, can and should be neutral with respect to particular visions of the good.

3.The contest, in Christian and Jewish philosophy or theology, both ancient and recent, between legalism and antinomianism, the radical questioning of the value of rules.

The aim throughout is to explore points of departure for a rethinking of the vocation of legal thought today.

Extended take-home examination.

65.Mediation [3] Mr David Hoffman (Spring)

Mediation is having an increasingly profound impact on the way law is practiced in the U.S. and internationally, and clients expect both transactional lawyers and litigators to have a working knowledge of the mediation process. This course focuses on the theory and practice of mediation. Students will have opportunities to try mediating and serving as an advocate in mediation. The readings and discussion will address legal, ethical and policy issues arising from the use of mediation -- such as confidentiality and

privilege, credentialing of mediators, the institutionalization of mediation in courts and world of business, differing styles of mediation and mediation advocacy, and the role of gender, class, culture and psychology in the mediation process. Students will write a research paper in lieu of a final exam. Students will also do some writing during the semester about the readings -- approximately one page per week

66.Mediation Clinic [1 (clinical)]

Mr David Hoffman (Spring)

Clinic placements are with the Harvard Mediation Program (HMP), where students are given an opportunity to observe and conduct mediations in small claims courts in the Boston area. Clinic students must complete HMP's 32-hour basic mediation training and mediate or observe in small claims court every week during the spring semester and work one hour per week in the HMP office. Clinic students also keep a weekly journal reflecting on their mediation experiences and write a short “final report” at the end of the semester

Corequisite: Mediation

67.Mergers and Acquisitions Law [4]

Prof John Coates (Spring)

A merger or large acquisition is often the most significant event in the life of a firm and can have dramatic consequences for all of a firm's constituencies--from shareholders, directors, and managers to employees, customers, and communities. Lawyers and the law play critical roles in how mergers and acquisitions are evaluated, structured, and implemented. The course covers contract, corporate and securities law issues relevant to mergers and acquisitions of large companies, both public and private, including the Williams Act, proxy rules, state case law, and important forms of private ordering (such as poison pills, lockups and earnouts). It also touches on basics of antitrust procedure relevant to a lawyer working on such transactions. The approach is practical rather than theoretical, and the focus is on law, not finance. Students will work in assigned teams of 4 or 5, and grades will be based on team projects, including in-class presentation and a jointly written final paper.

68.Mergers and Acquisitions Workshop: Boardroom Strategies and Deal Tactics [3]

Mr Mark Gordon (Winter)

Successful M&A lawyers (and bankers) provide leadership and judgment in the boardroom and tactical execution at the negotiating table. Taught by a Mergers & Acquisitions partner at Wachtell, Lipton, Rosen & Katz, this workshop is intended to give students exposure to both the macro strategic issues faced by directors in M&A situations (buy-side and sell-side; hostile, friendly and crisis) as well as the tactical issues involved in negotiating acquisition agreements and other transaction documents. Topics to be explored include how buyers select, and then woo, their targets and what tactics buyers might pursue to keep the price low and eliminate com-petition; how target boards respond to acquisition overtures and evaluate bids; how to best structure a sale or auction of a public company; management-led buyouts and the potential for conflicts of interest; distressed company acquisitions and negotiating key provisions of an acquisition agreement, such as representations, "deal protection", closing conditions, walk-away rights and related penalties, and deal financing. The workshop is based around case studies of several real transactions or strategic situations, and makes use of real transaction documents. Students will be expected to make presentations and participate in class discussions and mock strategy and negotiating sessions. Some sessions may feature guest speakers who have been involved in recent deals

Prerequisites: Corporations

Enrolment limited at 50 students

69.Mergers, Acquisitions and Split Ups [4]

Prof Robert Clark, Chancellor Leo Strine Jr (Fall)

This course, co-taught by a corporate law professor (who is also a director) and a member of the Delaware Court of Chancery, will focus on the law affecting corporate mergers and acquisitions (including both third-party and going-private deals), and divestitures such as spin-offs and split-ups. Though state law will be heavily emphasized, it will also touch upon relevant parts of securities law, tax law, corporate finance theory, and laws affecting cross border M&A. The course will also deal substantially with merger agreements, considered as contracts, and with the business aspects of breakup plans. The course will

LLM students should have had a comparable basic business organization course, or relevant

have a practical bent and will address the real-world problems faced by parties contemplating, attempting, or resisting acquisitions and divestitures, as well as the policy dilemmas faced by courts called upon to assess such transactions. To further this goal, several key classes may involve the participation of leading practitioners

background and experience, or taking the basic Corporations course

70.Moral Order and the Irrational: Freud and Nietzsche [2]

Prof Alan Stone, Prof Richard Parker (Fall)

This seminar will reexamine selected texts of Nietzsche (1844-1900) and Freud (1856-1939), two thinkers who challenged the moral order on the basis of claims that they had unmasked the natural order and revealed the human condition. The work of the seminar will involve a close and critical reading of the texts that challenged traditional authority and shaped the moral skepticism of the twentieth century. (The critical reading of Freud will consider C.G. Jung’s reaction of the psychoanalytic emphasis on sexuality.)

Students will be required to submit 4 brief critical papers (1500 words) dealing with the assigned readings in the course of the seminar. The papers will be distributed prior to each seminar and serve as a focus for discussion

No one will be admitted to the class from the waiting list who does not attend the first session.

71.Music and Digital Media

Mr Christopher Bavitz (Spring)

This course explores a variety of legal issues relating to the creation, exploitation, and protection of music and other content. The seminar focuses on traditional legal regimes and business models and the ways in which new technologies (particularly the evolution of digital media and the Internet) have affected legal and business strategies involved in the making and distribution of content. The course's primary emphases are music and the ways in which legal principles manifest themselves in practice in the music industry. The seminar builds off a discussion of music rights to address issues surrounding content rights in other contexts (e.g., news media), and it reviews the ways in which traditional concepts and practices in this area are challenged by and evolving in the digital world. The course balances discussions of big-picture doctrinal, policy, and theoretical considerations with a focus on day-to-day legal and business practices and specific skills (transactional, client counseling, and litigation) that are relevant to practitioners in this area

72.Negotiation Advanced: Deals [4]

Prof Guhan Subramanian (Spring)

This advanced negotiation course examines complex corporate deals. Many of the class sessions will be structured around recent or ongoing deals, selected for the complex issues of law and business that they raise. Student teams will research and analyze these transactions in order to present their most important aspects and lessons to the class. For many of these presentations (as well as some more traditional case studies and exercises), the lawyers, bankers, and/or business principals who participated in the transaction under discussion will attend class, listen to the team’s assessment, provide their perspectives, and suggest broader negotiation insights.

Topics developed throughout the course include: how negotiators create and claim value through the setup, design, and tactical implementation of agreements; complexities that can arise through agency, asymmetric information, moral hazard, and adverse selection; structural, psychological, and interpersonal barriers that can hinder agreement; and the particular challenges inherent in the roles of advisors as negotiators. The course will also explore the differences between deal-making and dispute resolution; single-issue and multiple-issue negotiations; and between two parties and multiple parties.

Pre-requisites: Corporations; Negotiations Workshop or equivalent.

73.Negotiation Workshop [4]

Prof Robert Bordone (Spring)

Prof Robert

This Workshop, by combining theory and practice, aims to improve both the participants’ understanding of negotiation and their effectiveness as negotiators. Drawing on work from a variety of research perspectives, the readings and lectures will provide students with a framework for analyzing negotiations

Mnookin (Winter-Spring)

and tools and concepts useful in negotiating more effectively. Participants will spend much of their time in a series of negotiation exercises and simulations, where as negotiators and critical observers, they will become more aware of their own behavior as negotiators and learn to analyze what works, what does not work, and why.

The Workshop is intensive and time-consuming. It meets Wednesdays and Thursdays from 3:10 p.m. to 7:20 p.m. In addition, students will need to be present for exercises for portions of two weekends during the term. These sessions are required.

74.Philosophical Analysis of Legal Argument [2]

Prof Scott Brewer (Spring)

One of the most enduring questions in legal theory is the extent to which legal argument is, can be, or should be "rational." Some vigorously maintain that it can and should be rational (even when in particular instances it is not); others are deeply skeptical about claims to legal rationality. Often this debate is framed as a dispute about whether the "rule of law" is a realizable, viable, valuable ideal for lawyers, judges, and citizens. This course will explore those closely related ideas of legal rationality and the rule of law. To investigate these abstract themes in concrete detail, we will examine the characteristic types of (Anglo-American) legal argument and legal interpretation: deductive inference (often used in legal interpretation), inductive inference (often used in reasoning about evidence), analogical inference (often used in reasoning from precedent), and "inference to the best explanation" (used in both reasoning about evidence and in reasoning about how to characterize a fact pattern from a legal standpoint). Readings will be from judicial opinions, statutory and constitutional provisions, Anglo-American jurisprudence, and relevant areas in philosophy. No background in philosophy is required or presupposed. Note that we will pay careful attention not only to theorizing about legal arguments but also sharpening our skill at making various kinds of legal arguments. Feel free to contact Prof Scott Brewer at sbrewer@law.harvard.edu.

75.Political Economy After the Crisis

Prof Roberto Unger

This course will explore alternative ways of thinking about contemporary market economies and their reconstruction. It will do so by addressing three connected themes: the worldwide financial and economic crisis and the response to it, the effort to advance socially inclusive economic growth in richer as well as in poorer countries, and the past, present, and future of globalization. In addressing these themes, it will ask what economics is and should become. For 2012-2013, the central topic will be crisis and the struggle for recovery as provocations to insight and as opportunities for reform.

Students should have some previous acquaintance with economics, but no advanced economic training is required. Readings drawn from the classic and contemporary literatures of economics, philosophy, and social theory. Extended take-home examination. Jointly offered by HKS, FAS and HLS.

76.Pre-term Quick Look at Corporate Finance and Accounting Concepts [1]

Visiting Prof Bala Dharan

This 3-day introduction course meets prior to the start of the fall term from September 6, 2012 through September 8, 2012. This 1-unit course is designed to provide students with no prior course work in business finance or accounting an introduction to core concepts of corporate finance and accounting. accounting. The course will meet in an intensive 3-day format in the week prior to the fall term classes so that students can develop a solid understanding of the basic concepts and terminology of corporate finance and accounting that underlie the subject material of courses such as Corporations.

This class will be graded credit/fail.

77.Progressive Alternatives: Institutional

Prof Roberto Unger (Spring)

An exploration of the past and future agenda of progressives, whether self-described as liberals or as leftists. What should they propose, now that they no longer believe in the usefulness of governmental direction of the economy or in the sufficiency of redistributive social programs? A basic concern is the

Reconstruction Today [2]

relation of programmatic thought to the understanding of change and constraint. The course will draw on many disciplines and consider examples from many settings. It will try to develop ways of thinking as well as proposals for change. Readings from classic and contemporary social and political theory.

Extended take-home examination.

78.Science, Junk Science, and CSI [1]

Judge Nancy Gertner (Fall)

This course will explore the current debates about the relationship between "real" science and forensic science. What is science? What are its premises from Karl Popper to Thomas Kuhn? To what degree are the demands of the court compatible or incompatible with the prerequisites of traditional science? To what degree does scientific evidence contribute to or detract from the truth-seeking function of the courts? What, after all, is the CSI effect? Enrollment in this reading group is by permission of the instructor.

79.Securities Litigation [3]

Prof Allen Ferrell (Winter)

The class will explore a variety of issues that arise in securities litigation. These issues will include accounting fraud, proxy fraud, underwriter liability, the interplay of SEC, criminal, class, and opt-out actions, the extraterritorial application of U.S. securities law, and insider trading. The class will also cover the recurring themes of securities litigation - state of mind, pleading, gatekeeper liability, duty, materiality, class certification, causation, damages, and settlement -- as they arise in various settings.

80.Securities Regulation [4]

Prof Allen Ferrell (Spring)

This course offers an introduction to the two most important federal securities laws: the Securities Act of 1933 and the Securities Exchange Act of 1934. The course explores the elaborate disclosure obligations these statutes impose on the distribution and trading of investment securities. Topics to be covered include the preparation of disclosure documents, exemptions from disclosure requirements, the relationship between disclosure obligations and anti-fraud rules, the duties of participants in securities transactions, and the applicability of federal securities laws to transnational transactions. The course will also explore the public and private enforcement of securities laws in the United States. Most students find it helpful to have completed or to take concurrently a course in Corporations before taking Securities Regulation.

81.Self, Serenity, and Vulnerability: West and East [2]

Prof Roberto Unger (Spring)

This course is a comparative inquiry into certain forms of moral consciousness and their metaphysical assumptions in the high cultures of Eurasia. We organize discussion around a broad background concern as well as a focused foreground theme. The background concern is the meaning or meaninglessness of human life: comparison of some of the ways in which philosophy, religion, and art in the West and in the East have dealt with the fear that our lives and the world itself may be meaningless. The foreground theme is the contrast between two answers to the question-how should I live my life? One answer, valuing serenity achieved through disengagement from illusion and vain striving, is: stay out of trouble. Another answer, prizing the acceptance of vulnerability for the sake of self-construction and self-transformation is: look for trouble. The second answer has come to play a major part in the moral and political projects that command attention throughout the world today. We seek to understand this second answer and to assess it in the light of speculative ideas that have been prominent in Western and Eastern thought. Conversely, we use our chosen theme to explore how Western and Eastern speculation have dealt with the limits of insight into what matters most. To these ends, we consider exemplary writings from several traditions: modern European, ancient Greek, Chinese, South Asian. Extended take-home examination.

82.Supreme Court Litigation [1] +

Mr Thomas Goldstein, Ms

This winter-term class is taken concurrently with the Supreme Court Litigation Clinic. Students are immersed in the intensive practice of law before the United States Supreme Court. Both the class and

Co-requisite: Supreme Court

Supreme Court Litigation Clinic [2 (clinical)]

Amy Howe, Mr Kevin Russell (Winter)

clinic will take place in Washington, D.C. to facilitate greater interaction between students, instructors and the litigation process at the Supreme Court

The clinic and course will consist of intensive work on actual cases before the Court, as well as a series of lectures and classroom discussions on Supreme Court practice -- including strategy, procedure, brief writing, and oral advocacy. Students will be assigned to small teams, each working closely with an instructor to write and file a petition for certiorari, brief in opposition to certiorari, merits brief, amicus brief and/or to prepare for oral argument in a pending case. In addition, students will attend arguments at the Supreme Court, participate in moot courts, and meet with leading members of the Supreme Court bar, former Supreme Court clerks, and members of the Supreme Court press corps. Transportation to and from Washington, as well as housing during the term, will be provided.

The work is both rewarding and extremely intensive, precluding students from undertaking any significant non-class-related activities during the winter term. Students will work long hours, including on the weekends. They will be provided transportation to and from Washington, D.C., as well as housing (which will require students to share apartments, likely two students per bedroom). Housing will not be provided for students' spouses or significant others. Students will be responsible for providing themselves meals and transportation within the city (housing will be located as close as possible to the metro system).

Litigation Clinic

Interested students must submit a resume, an informal transcript, & an unedited writing sample of fifteen to twenty pages to Tom Goldstein, application deadline TBD.

Enrollment is limited to 10 students.

83.The 2007-2009 Financial Crisis [2]

Asst Prof Holger Spamann (Spring)

This seminar will examine the recent financial crisis's alleged causes and the regulatory response. Likely topics include: securitization; derivatives; credit rating agencies; bank capital regulation; investment bank supervision; repo financing and money market funds; executive compensation; interest rate policy; and housing policy. In class, we will ask if these are plausible culprits, and if the events confirm or challenge our prior understanding of markets. Students are expected to write a seminar paper examining the adequacy of the regulatory response to one particular alleged problem, and to discuss their preliminary findings in class in the second half of the semester. Doing so in teams of two students is encouraged.

84.The Constitutional Law of Money [2]

Prof Christine Desan (Spring)

Money and credit are public institutions that are created by law. As the financial crisis revealed, the way they are configured matters enormously. The authority of the Federal Reserve, for example, apparently includes the ability to make monetary policy decisions that move hundreds of billions of dollars. Similarly, the struggle to make a national money, along with the tax and debt levers used to that end, have shaped “federalism” at a basic level. This seminar will explore a set of constitutional controversies over the shape of money and credit, and consider what impact the outcomes of those controversies had. Our coverage will include the following or similar controversies. 1) The debate over the constitutionality of the Bank of United States, 2) The changing definition of money – including the litigation over the Greenbacks and the legislation identifying government securities as the basis of high-powered money today, 3) U.S. v. Perry and the American devaluati on of the dollar, 4) The authority of the Federal Reserve as an independent agency.

85.The Supreme Court’s 2011 term

Justice Elena Kagan (Fall)

This reading group will focus on a collection of decisions from the most recent Supreme Court term.

Please submit a CV and short essay (one or two paragraphs) explaining interest in the reading group. The essay should include discussion of relevant study at HLS or another institution including constitutional law, administrative law, and statutory interpretation courses. All materials must be submitted no later than 5pm, Friday, July 27th. Admissions decisions will be made by Monday, August 6th and all applicants will be

notified of their status on the 6th. Please forward all application materials to Kristin Flower at kflower@law.harvard.edu

LIST OF FAS COURSES

Name [Credits] Taught by Description Remarks

1. Computer Science 50 – Introduction to Computer Science [1/2]

David J. Malan (Fall)

Introduction to the intellectual enterprises of computer science and the art of programming. This course teaches students how to think algorithmically and solve problems efficiently. Topics include abstraction, algorithms, encapsulation, data structures, databases, memory management, security, software development, virtualization, and websites. Languages include C, PHP, and JavaScript plus SQL, CSS, and HTML. Problem sets inspired by real-world domains of biology, cryptography, finance, forensics, and gaming. Designed for concentrators and non-concentrators alike, with or without prior programming experience. Can take pass/fail or for a letter grade

2. French Aa. Beginning French I

Nicole Mills and members of department (fall; repeated spring term)

This elementary French course provides an introduction to French with emphasis on interpersonal communication and the interpretation and production of language in written and oral forms. Students engage in interactive communicative activities, both online and in the classroom, that provide rich exposure to the French and francophone language and culture. The course addresses the theme of identity through engagement in the discussion and interpretation of various French and francophone texts, images, films, and songs.

Note: French Aa is an elementary French course for students with little or no knowledge of French. French Aa may count toward the language requirement. Open to students who have not previously studied French or who have scored below 300 on the Harvard placement exam. Students who have studied French for two years or more in secondary school must begin at French Ab or higher. May not be taken Pass/Fail. Not open to auditors. Graduate students at GSAS may take the course Sat/Unsat with permission of course head. Section on-line on the French Aa iSite.

3. French Acd. Intensive Beginning French: Special Course

Nicole Mills and members (Fall term; repeated spring term)

This intensive Beginning French course provides an accelerated introduction to Beginning French with intensive work on interpersonal communication and interpreting and producing language in written and oral forms. Students explore diverse facets of Parisian identity through the interpretation of various texts, films, and images. Students learn to speak and write in the past, present, and future, make descriptions, ask questions, make comparisons, accept and refuse invitations, give advice, and express hypothetical situations, emotions, and opinions.

Note: May not be used to fulfill the language requirement and may not be taken Pass/Fail or Sat/Unsat. Not open to auditors. Students must participate in an individual interview with the French Acd course head and receive permission to enroll in the course. The on-line request form is available on the French Acd iSite and must be submitted by August 27, 2012 (Fall Term) and December 10, 2012 (Spring Term).

Prerequisite: An advanced knowledge of at least one foreign language but no previous study of French.

4. French Ax. Reading Modern

Stacey Katz Bourns and

Half course (fall term). Hours to be arranged.

An introduction to reading and translating modern French texts for students who require only a basic

Prerequisite: Some previous study of a

French members of Dept (Fall)

knowledge of French for research purposes. French Ax presents the principle structures of French grammar in a systematic and coherent manner and, at the same time, makes reading and translation assignments as discipline-specific as possible for each student’s needs.

Note: Expected to be given in 2013–14. Conducted in English. Not open to students with a score of 500 or above on the Harvard Placement Test or the SAT II French test, to those with more than one year of undergraduate French, or to auditors. May not be used to fulfill the language requirement and may not be taken Pass/Fail, but may be taken Sat/Unsat by GSAS students. See details and section on-line on the French Ax website.

Romance language helpful but not necessary. Fluency in English required.

5. Spanish AA. Beginning Spanish I

Maria Luisa Parra-Velasco and members (fall; repeated spring term)

Basic beginning semester course for students with no previous study of Spanish. Emphasis on speaking, writing, reading, and listening, as the basis for the development of all three Communication Modes (Interpersonal, Interpretive, and Presentational). Hispanic cultures will be introduced through a variety of texts, including readings, music, art, and film.

Note: Conducted in Spanish. Open to students who have not previously studied Spanish or who have scored below 300 on the Harvard placement test. May not be taken Pass/Fail, but may be taken Sat/Unsat by GSAS students.

Not open to auditors.

6. Spanish Ab. Beginning Spanish II

Maria Luisa Parra-Velasco and members (fall; repeated spring term)

For students with the equivalent of one semester previous study of Spanish. Emphasis on strengthening students’ interpersonal, interpretive, and presentational skills in both oral and written Spanish. Hispanic cultures are presented through a variety of authentic texts, including short pieces of literature, essays, and newspaper articles. Music, art, and film are also included. After Spanish Aa and Ab, students should be able to engage in everyday conversations with native speakers, and read straightforward texts, both fiction and non-fiction, with relative ease.

Prerequisite: A score between 301-450 on the SAT II test or on the Harvard Placement Test, Spanish Aa, or permission of course head.

7. Spanish Acd. Intensive Beginning Spanish: Special Course

Johanna Damgaard Liander and members (fall; repeated spring)

A beginning class for students with no previous formal training in Spanish but with competence in at least one foreign language. Emphasis on communication skills. Language instruction supplemented by cultural and literary readings and film.

8. Spanish Ax. Reading Spanish

Adriana Gutierrez and members (fall)

An introduction to reading and translating modern Spanish texts for students who require only a basic knowledge of Spanish for research purposes. Spanish Ax presents the principal structures of Spanish grammar in a systematic and coherent manner and, at the same time, makes reading and translation assignments as discipline-specific as possible for each student’s needs.

LIST OF HKS COURSES

Name [Credits] Taught by Description Remarks

1. Running for Office and

Steven Jarding (Fall)

Designed to demystify the daunting political campaign process and operations for students who wish to run for political office or work in political campaigns. Covers all aspects of modern campaigns beginning

Managing Campaigns [DPI-324] [1]

with a discussion of the many variables candidates must consider before making the ultimate decision to run. Discusses how to create a campaign budget and how to determine how much a candidate must raise to win. Addresses how best to staff the campaign; to fundraise; how to determine the best message and how to create and implement it; how to target voters for persuasion and turnout; how to schedule and advance the candidate; set up the campaign communications office and work with the media; and how to conduct and utilize self and opposition research; the legal needs of a campaign; the increasingly powerful use of the Internet; and how to work with the blogging community. Also addresses how to set up and run a campaign field operation from campaign visibility to the ultimate job of turning out voters to the polls. Instructor is a veteran campaign manager and strategist.

2. Game Theory and Strategic Decisions [API-303] [1]

Pinar Dogan (Spring)

This course uses game theory to study strategic behavior in real-world situations. It develops theoretical concepts, such as incentives, threats and promises, and signaling, with application to a range of policy issues. Examples will be drawn from a wide variety of areas, such as marketing, labor bargaining, international negotiations, auction design, and voting behavior. This course will also explore how people actually behave in strategic settings through a series of participatory demonstrations. These experiments will help refine our understanding of economic behavior in the real world. Prior courses in microeconomics and mathematics are helpful but not required.

Auditors are not accepted

LIST OF HBS COURSES

Name [Credits] Taught by Description Remarks

1. The Energy Business and Geopolitics [3]

Assoc Prof Noel Maurer (Fall; Q1; Q2)

The course will benefit students who intend to participate, as managers, capital providers, or consultants, in companies involved in supplying energy services to households, firms, and other customers. It will also benefit students who may work for firms in energy-intensive or energy-related industries, including transportation companies, vehicle manufacturers, and suppliers to producers of oil, gas, and electricity. More broadly, students interested in questions of international political economy and in the economics of strategic competition will benefit from the course.

Without the heat, light, and mobility provided by suppliers of energy, firms, governments, and individuals could not function. Energy prices are often highly volatile, and energy firms are subject to pervasive government intervention, especially when the energy value chain crosses international borders. In the course, we try to understand the (interrelated) reasons for price volatility and government intervention, and the strategic implications of each.

Two technical aspects of the energy business - the high sunk costs of hydrocarbon and nuclear, and the fact that electricity cannot (yet) be economically stored on a large scale - create unique contracting problems for energy businesses. Public and private players have in turn created institutions to solve the unique problems created by the fundamental economics of the industry, but those institutions shape the strategies available to later entrants.

The course applies ideas on industry structure, competitive positioning, competitive dynamics, and corporate strategy from the basic Strategy course. It applies ideas from BGIE on the rationales for government intervention, the political factors that influence policymakers, and how firms deal with the

Paper

political risk inherent to the energy business.

Students will leave the course with a broad exposure to the kinds of strategic and risk management problems that confront firms in the energy industries, a set of analytic approaches to make sense of those problems, and an enhanced ability to devise and implement strategies that take economic and political considerations into account.

The course consists of three short modules, listed below with representative cases:

Extraction and expropriation: Suncor in the Oil Sands; The Chad-Cameroon Pipeline; Petrobras in Ecuador; ExxonMobil in Venezuela

Electricity and alternatives: Blackout 2003; ethanol; oil sands; wind power

Game changers: Shale gas and oil; Poweo takes on EDF; Smart grid; Energy storage

2. Creating the Modern Financial System [3]

Prof David Moss (Winter; Q3; Q4)

Creating the Modern Financial System offers a vital perspective on finance and the financial system by exploring the historical development of key financial instruments and institutions worldwide. The premise of the course is that students will gain a richer and more intuitive understanding of modern financial markets and organizations by examining where these institutions came from and how they evolved. The course is ideal for anyone who wants to deepen his or her understanding of real-world finance.

The course content covers seminal financial developments in a diverse set of countries - but with a special focus on the United States - from the 18th century to the present. Reaching across the chronological arc of the course are three broad topics: (1) financial markets and instruments, (2) financial intermediaries, and (3) financial behavior. Although nearly every case touches on all three topics, each case also has a primary focus. Whereas some cases highlight the introduction of new financial markets (such as the Dojima futures market in early modern Japan) or the creation of new instruments (such as mortgage-backed securities), others trace the emergence and maturation of critical financial institutions (including banks and insurance companies). Still others focus on the behavior of financial actors and groups, particularly in the context of financial bubbles and crashes. Because the course highlights the origins of financial markets and instruments as well as the fallout from numerous financial crises, government also looms large as an actor in many of the cases.

Throughout the course, the goal is to provide students with the broadest possible grounding in real-world finance by exposing them to some of the greatest (and, at times, most devastating) moments in modern financial history. Although the past is unlikely to repeat itself exactly, business managers who have a strong background in financial history are likely to be better prepared for the full diversity of financial innovations, shocks, and crises that they'll face in the future.

Course grades will be based on class participation (50%) and a final paper (50%).

3. Doing Business in China [1.5]

Prof William C. Kirby (Winter)

What does it take to succeed in China? How do foreign businesses succeed and fail in the world's most dynamic economy? How do Chinese entrepreneurs move across private and public sectors? How are they moving across borders? What are the leading opportunities in Chinese markets today? What are the expanding opportunities in Hong Kong and Taiwan, as the world of "Greater China" becomes more integrated economically? How are Chinese firms reshaping global business?

This course addresses these and other questions as it prepares Harvard Business School students for a

No prior knowledge or experience with China's business environment is required.

lifetime of inescapable engagement with China. It is built around a sequence of new field cases, ranging from internet startups to revitalized SOEs, across a wide range of geographical and product markets. A new series of technical notes address the cultural, economic, political, labor, resource and environmental contexts that shape the business environment. Leading China observers and CEOs of major Chinese firms will visit the class.

Through cases, notes, discussion, and research, students explore the opportunities and risks of international and Chinese business in China and the outward expansion of Chinese firms. Special attention is paid to the markets and opportunities across "Greater China" (including Hong Kong and Taiwan). Key issues include:

The central role of politics in business: how well do you know your Party Secretary?

The evolution of Chinese state-owned enterprises into modern corporations operating in the global economy

The rapid rise of private enterprise and the specific challenges facing start-ups

The special and evolving characteristic of China's capital markets and related risks

Strategies for protecting and developing intellectual property

The range of opportunities and constraints posed by remaining gaps in Chinese infrastructure (in areas such as credit ratings, cold chain operations, etc

The emergence of an increasingly powerful middle class and its impact on the consumer market and corporate social responsibility.

LIST OF FLETCHER COURSES

LIST OF MIT COURSES