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 Academic Year 2019-2020 I will teach Corporations; The Constitutional Law of Religion; Multinational Enterprises; and Corporate Social Responsibility. In addition I will give short course lectures from time to time. These are also noted below.
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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.
FOR SYLLABUS CLICK HERE: SyllabusReligFall2018
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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 CURRENT COURSE SYLLABUS CLICK HERE: CorpSyllSPRING2022.doc
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Corporate Social Responsibility: This course provides an introduction to the law and policy of corporate social responsibility (CSR). The focus is on CSR (1) as a subject of legal regulation within states, (2) as a matter of international law and compliance beyond the state, and (3) as a tool and methodology for privatizing regulation through the enterprise itself operating in global production chains. The emphasis is on the study of the legal and regulatory frameworks. These frameworks include those existing and emerging within states, in international institutions, and within production chains and the apex corporations that manage them. The course begins with issues of definitions and of variations in approaches to legal and other governance mechanisms in the U.S. and among major commercial jurisdictions. It then turns to the existing law of CSR, focusing specifically on charitable giving and disclosure regimes. It then considers the rise of CSR regulatory regimes as privatized law making that uses the mechanisms of contract to regulate conduct throughout a production chain. It then considers the emergence of international standards as they inform regulatory efforts in states and enterprises and as normative standards in their own right. It ends with a consideration of key trends and developments going forward.
FOR SYLLABUS CLICK HERE:
Version 1.0 (2017) SYLL_CSR_INTAF597B_F2017;
Version 2,0 (2018) SYLL_CSR_BUSLW951-201_F2018;
Version 3.0 (2019) SYLL_CSR_BUSLW951-201_V3_F2019
Version 4.0 (2020)SYLL_CSR_BUSLW951-201_V4_F2020; AND Instructions for Extra Credit Project (Building a Rating System for Non-State Non-Judicial Remedies Under the UN Guiding Principles for Business and Human Rights):ARP-3_CSR_Lab_XtraCreditF2020
Version 5.0 (2022) SYLL_CSR_BUSLW951-201_F2022
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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: Sprung 2022: INTAF801SYLL_Spr2022; Spring 2021 INTAF801SYLL_Spr2021 ; Spring 2019 REV1_INTAF801SYLL_Spr2019; Spring 2017: intaf-sprg-2017-syllabus
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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. The course is divided into five parts: (1) Context; globalization and economic production; (2) Conceptual framework; (3) National regulation (home and host states); (4) International regulation and management; and (5) emerging areas of governance (human rights, sustainability, self-regulation).
SYLLABUS MAY BE ACCESSED HERE:MNCLawSyllSpr2020
Spring 2020 PowerPoints HERE.
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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
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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
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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.
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I have also taught courses in Comparative Constitutional Law, International Business Transactions, Civil Procedure; European Union Law (Constitution and Institutions); Substantive Law of the European Union; Comparative Law.
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The following include short courses or lectures delivered from time to time.
I prepared a short course for an intensive introduction for foreign lawyers and law students which I last taught in Panama City, Panama, in 2019.
Introduction to the law and language of the U.S. Legal System. The principal object of the short program is to introduce students to U.S. law and legal systems. The reason for this approach is both simple and important. The legal system of the United States tends to be more complex, formally and in operation, than many systems grounded in the civil law tradition. It is not just that the United States is deeply embedded within legal cultures of common law and equity, but also that those cultures of law that created an ideology of law and government that then permeates the approach to constitutional, statutory and administrative regulation. In that context it is not enough to study the vocabulary of “legal English;” words lose meaning without ideological and cultural context. Nor is it sufficient to run quickly through descriptions of the fields of substantive law into which the obligations of individuals to each other and the state are divided. Catalogues do not help lawyers think strategically. Instead it is necessary to acquire at least a working knowledge of the basic premises and principles about the way that law “works” in the United States, as well as an understanding of the origins of those principles in the four quite distinct origin sources of U.S. legal culture—the common law, equity, statutes, administrative regulation. It is also important to understand the role of social norms in the construction of legal principles and practice. Lastly, the relationship between law and the role of the courts in its development and application evidences unique features that are substantial importance for understanding the way that law is administered in the U.S.
The 2019 syllabus may be accessed here: IntroUSLaw_Panama_Syllabus2019
The 2019 PowerPoints for the course may be accessed here: QR Codes for Short Course at Universidad Latina de Panamá: “Introduction to the Language and Systems of Law in the US”
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I have prepared a set of lectures on Comparative Constitutional Law which I last presented in Shanghai, China, in November-December 2019.
Lectures on Comparative Constitutional Law–比较立宪主义. The lectures examines the foundations of constitutionalism with national characteristics in the 21st Century, and then examines various important constitutional frameworks as they have been developed since the 18th century. We start with a general consideration of the nature and character of constitutions – what are they, how do they differ from statutes or other laws. We then add the issue of interpretation – who ought to enforce and interpret constitutions, should it be a judicial function, a political function, or a political function of a judiciary. We then turn to a consideration of constitutions in action, looking first at the way constitutions resolve the issue of allocations of powers between different levels of government (federalism) and within the state apparatus. We pay special attention to the evolution of constitutional form and function(there is no sequence of evolution, but only time.): (1) first generation constitutions – principally the United States the United Kingdom and France; (2) second generation constitutions created in the aftermath of the Second World War – principally those of Germany and Japan; (3) third generation constitutions adopted after the fall of the Soviet Union– from those adopted in Eastern Europe, Latin America and South Africa; (4) fourth generation constitutions proposed and enacted for theocratic states and proposed for the emerging political orders in Afghanistan and Iraq; and then explore (5) a possible stage of fifth generation constitutions in the new era.
本课程共32课时，分八次课讲授。该课程将考察21世纪具有民族特色的立宪主义的基础，然后考察了自18世纪以来发展起来的各种重要的立宪主义框架。我们首先从总体上考虑宪法的性质和特点——宪法是什么？它们与普通立法或其他法律有何不同。然后，我们再着手解决——应该由谁来执行和解释宪法？执行和解释宪法是司法职能、政治职能还是司法机构的政治职能？接着，我们转向现行宪法，着眼于宪法如何解决各级政府（联邦制）之间以及国家机构内部的权力分配问题。我们对宪法的形式和功能及其演变给予特别的关注（代际之间只有时间顺序的差异，并非进化关系）：（1）第一代宪法，主要是美国，英国和法国； （2）第二次世界大战后产生的第二代宪法，主要是德国和日本的宪法； （3）苏联解体后的第三代宪法，东欧，拉丁美洲和南非采用的宪法； （4）第四代宪法，主要为神权国家提出和颁布，以及为阿富汗和伊拉克新兴的政治秩序所采纳；然后我们将探讨（5）新时代第五代宪法的可能阶段。
The 2019 Course syllabus, background readings and other materials may be accessed HERE or by scanning this QR Code.