I teach a number of different courses. I have included here the course syllabus for classes currently offered. This will change from time to time. The materials include both short and traditional semester course offerings. For 2016-2018 I will teach Corporations, Multinational Corporations, and Actors, Institutions and Legal Frameworks in International Law.
Multinational Corporations: This course will introduce students to the multinational corporation as object and source of law and legal regulation, and the role of multinational corporations in world affairs. The course has been developed for both upper-class law students and students in the School of International Affairs for have completed their first year course work. Globalization is central to the study of the regulatory and policy framework of multinational corporations, and their relationships with states and other non-state actors. Since the early 1970s, with their huge market power and advanced R&D capabilities, MNCs have been seen by some astute observers as purveyors of global efficiency, while at the same time being accused by others of using their transnational leverage and largesse to foster economic and technological dependency, especially among the developing nations. Ironically, however, this once “highly politicized” latter view seems to have given way to a more balanced perspective; most nations are scurrying around to ensure their economies can secure high levels of foreign investment from MNCs so they can better integrate with the mainstream of the international economy. With globalization’s objectives of reducing the barriers to the movement of people, capital and technology across the globe, the MNC has been able to penetrate economies in virtually every part of the world. The result has been a fundamental shift in the relationship of multinational corporations to both law and public policy. With the deepening of the framework and legal structures of globalization, multinational corporations have been transformed from a mere object of law making, like individuals, to organizations that themselves now create law and legal structures. Additionally, the frameworks within which multinational corporations now serve as both objects and sources of law has expanded from relations only with the domestic legal orders of states to deep association with governance structures at the international level, including those of both public and private entities. Students will first consider the conceptual framework within which MNCs operate, including its business and legal forms, its relations with states and international organizations. Students will then consider MNC regulation by home and host states, and then examine the emerging system of international regulation by public bodies and through transnational systems of self regulation.
SYLLABUS MAY BE ACCESSED HERE: MNCLawSyllSpr2015
Corporations: This course primarily addresses organization and operation of commercial organizations in the Anglo-American community. Preliminarily, sole proprietorships and partnerships are considered, after which corporations-for-profit are emphasized with some attention to business trusts and non-profit corporations. In the corporate context, duties of promoters, directors, officers, and other insiders are considered. Availability in the U.S. of the derivative action is treated in terms of both unincorporated and corporate forms of organization. Also treated are the basics of securities regulation at the federal and state levels in the U.S. and the provincial level in Canada. Students are expected to acquire a working knowledge of the following. As a baseline, students will become familiar to legal approaches under both the Model Business Corporation Act and the Delaware Code and the basic principles of corporate law consisting of some combination of the following: (1) Corporate Law in Context: business and risk; constitutional constraints on corporate governance; corporation and societal governance; choice of organizational form; (2)Organizing the Corporation: corporate formation; introduction to financial accounting; corporate financing and financial structures; introduction to securities issuance; asset partitioning and veil piercing; (3) Standard model of Corporate Governance; officers and authority; directors and collective action; shareholders and voting, inspection of books and records; deviations from the standard model—the closely held corporation; (4)Corporate Combinations and Fundamental Changes: amendments to corporate charter (policy and mechanics); mergers; triangular mergers; sales of assets; appraisal rights; (5) Shareholder litigation: direct action; derivative action; demand requirement; and (6) Fiduciary Duty: monitoring duty of care; transactional duty of care; business judgment rule; duty of loyalty; duty to disclose; corporate opportunities; domination and control.
FOR SYLLABUS CLICK HERE: corpsyllspring2017
Actors, Institutions and Legal Frameworks in International Affairs: This course addresses the principal actors at various levels of interaction in international affairs: supra-national bodies, States, quasi-States, international organizations and institutions, non-governmental organizations (NGOs), transnational corporations, and individuals. Emphasis will be placed on the sources and the limitations imposed by various legal regimes (general and regional international law, national (or municipal) legal systems, internal administrative regulation (for international organizations), and attention given to the roles and authority of actors and limitations on those roles and authority in the domains of development, human rights, international transactions, migration, public health, and civil society generally.
FOR SYLLABUS CLICK HERE: intaf-sprg-2017-syllabus
Other courses I have taught recently:
Elements of Law: Elements of Law orients students to legal research and reasoning through caselaw, statutory interpretation, and legal history, processes, and institutions. The course covers topics across many substantive areas of law, and addresses legal methodology as it arises in the legal profession. For our purposes, Elements of Law will concentrate on five topics that are meant, together, to get to the questions raised: (1) What is Law; (2) Sources of Law, Hierarchies of Law and the Role of Law; (3) Division of Power: The Organization of the American Federal Union and the U.S. in a Global Context; (4) The Role of the Courts; (5) Application: An Introduction to Constitutional Interpretation; and (6) Application: An Introduction to Statutory Interpretation.
FOR SYLLABUS CLICK HERE: ELEMENTSSYLLABUSFALL2013
Introduction to U.S. Law and Legal Theory: The course focus is on American law as system, and through a study of that system, of the context within which national law systems intersect with international law and social norms. To that end, the student would be exposed to the an understanding of the way “law” is created in the U.S. (common law, statute, administrative regulation), the relationship of these forms of law and the state (constitutional law, hierarchies of law, relationship between domestic and international legal regimes, etc.), an introduction to the ways in which law is interpreted (the role of courts, judicial interpretation of cases and statutes), and an introduction to the context in which law plays a role in policy and international affairs, by placing the US system within the world of comparative law and respective legal families, (this might as well help both the foreign and the US participants orientate themselves a bit better to the connection between law and policy). Short problems and examples would be drawn from the basic first year law curriculum (ie modern common law reasoning through tort or contract, modern statutory law through criminal statutes, administrative law through civil procedure or basic admin law, and domestic “soft law” such as NYSE listing rules and the methodologies for ranking US law schools). The last third of the course would be used to introduce materials from the core substantive legal concepts in tort, contract, procedure and constitutional law.“ http://sia.psu.edu/academics/elective_courses/descriptions#INTROLAW.
The 2014-15 course can be followed here
SYLLABUS MAY BE ACCESSED HERE: IntroUSLawSYLLABUSFall2014
The Constitutional Law of Religion: This course examines current constitutional doctrine concerning religion under the First Amendment to the Constitution. The focus will be on the essential cases and principles of the Free Exercise and Establishment Clauses of the First Amendment. These cases and principles are organized along three thematic lines: (1) the regulation of religious activity (free exercise and neutrality, governmental interests, legislative accommodation), (2) the funding of religious activity (establishment and neutrality, governmental support of religious institutions), and (3) the treatment of religion in government’s culture shaping activities (public schools, school curriculum, religious speech). The course ends with a discussion of the definition of “religion” for purposes of federal constitutional law. The course ends with a consideration of alternative approaches to the relationships between law, the state and religions within the constitutional traditions of other states, under international law, and in the emerging jurisprudence of regional human rights organizations.
SYLLABUS MAY BE ACCESSED HERE: syllabusreligfall2015
Comparative Corporate Law: Overall Objective—provide a common language and a general framework for analysis for understanding regulation of corporations within global economic regimes. Focus is on the comparative law framework, the structure of comparative corporate law, the basis of corporate regulation, legal personality as a concept internal to the character of a corporation and external to corporate relations with other actors, federalization and harmonization of corporate law, the interests of shareholders, the interests of minority shareholders, changes to the corporation, the special problem of multinational corporations, special problems of the state as a corporate actor.