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Courses @ HLS
 

David Wilkins

John Coates

Guhan Subramanian


Legal Profession (Wilkins, Spring 2012)

This course takes a comprehensive look at the organization, operation, and ideology of the legal profession. The course has three major objectives. First, through materials and simulations, the course seeks to convince students that in the practice of law they will often be asked to make difficult ethical decisions. Particular attention will be focused on the ethical problems encountered in civil litigation and the manner in which recent developments in the law regarding class actions, fee shifting, prepaid legal services, and multi-city law firms impact on these problems. Students will be encouraged to identify and critically examine the theoretical justification for various alternative responses to these problems, as well as to understand the practical ramifications of particular actions. Emphasis will be placed on the special problems and opportunities of young lawyers, women, and minorities. Second, the course will examine the larger questions of professional structure and ideology. Here, we will discuss the theoretical and functional implications of the changing way in which legal services are delivered. Recent trends in the organization and operation of large corporate law firms, legal services offices, public interest practice, corporate legal departments, and legal clinics will be analyzed in terms of their effect on services delivered and the working lives of lawyers. We will also examine the character, organization, and ideology of the profession itself. Issues relating to deprofessionalization, professional autonomy, commercialism, alternative mechanisms of regulations and control (state, market, common law, and court-imposed), and the increasing numbers of women and minorities will be examined in terms of their potential impact on the profession and their relationship to larger themes such as civic republicanism, feminism, and law and economics. These broader themes in turn will be related to trends in other professions and other legal systems. Finally, the course will encourage students to look seriously at the image of lawyers both inside and outside the profession. How does the image portrayed in the media differ from the way lawyers perceive themselves? What do these differences teach us about competing conceptions of the professional role? Through these and other similar questions, the course will challenge students to reflect critically on the profession they are about to enter and the role they wish to play in it. Enrollment is limited to sixty students. Text: Kaufman and Wilkins, Problems in Professional Responsibility for a Changing Profession (5th ed.), and current edition of Rules of Professional Responsibility. Students are expected to attend classes and to participate in class discussions. Students who are absent frequently without the consent of the instructor will be dropped from the class.

The classroom components of certain clinical courses satisfy the Law School's professional responsibility requirement. Ordinarily, students may not enroll in two nonclinical courses that satisfy the professional responsibility requirement. Students may enroll in a second clinical course with a professional responsibility component, but the course taken second will be reduced by one classroom credit. Students enrolling in a clinical course which satisfies the professional responsibility requirement but who have already completed a non clinical professional responsibility course will ordinarily receive one less classroom credit for their clinical course. In other situations where students take a second course that satisfies the professional responsibility requirement, the second course may be reduced by one classroom credit if there is substantial overlap in professional responsibility coverage with the first course. Students should check with the Registrar's Office if they have a question about professional responsibility requirement. Lap top computers will not be allowed in class.

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Problem Solving Workshop 5 (Wilkins, Winter 2012)

What sorts of problems do lawyers solve? How do they solve them? What intellectual constructs do they bring to bear? What practical judgments? This workshop-style course will help answer these questions by giving you a chance to practice confronting client problems the way lawyers do, from the very beginning, before the facts are all known, before the client's goals are clarified, before the full range of options is explored, and before a course of conduct is chosen. You will undertake these tasks by working in teams on a number of different problems in different lawyering settings. You will also be writing short memos of the kind written by practicing lawyers, identifying facts that need to be gathered, questions the client needs to answer, options that should be considered. You will also write memos interpreting laws that impinge on the problem and recommending a course of action. You may also be asked to engage in simulated interviews of clients.

The course is intended to help prepare you for the actual practice of law by allowing you actively to engage in the sorts of discussions and activities that occupy real lawyers every day, combining their knowledge of law with practical judgment to help clients attain their goals within the bounds of the law. It is also intended to help you become the kind of thoughtful practicing lawyer who can see the theoretical issues lurking behind everyday events.

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Corporations: Board of Directors and Corporate Governance (Coates with HBS Professor Jay Lorsch, Fall 2011)

The course consists of twenty classes. The portion of the course required for both HBS and HLS students consists of twenty classes taught at HBS. The first module provides a basic introduction to the institutions that affect boardroom dynamics. We will also begin with an examination of the role of shareholders and their relationship to boards. Next, we will focus briefly on the legal situation of board members. In the second module, we shall discuss the activities of boards under normal circumstances, including who serves on boards, the nature of director and CEO dynamics, the board's role in strategy, in selecting, evaluating and rewarding the CEO, and in assuring transparent financial reporting. The next module will focus on how boards deal with crisis situations such as hostile takeovers, CEO dismissals, succession and compensation, and unhappy shareholders. In the final module, we will examine the governance of private companies, e.g. family-owned, private equity and venture capital-backed companies as well as nonprofit organizations. The course will be open to both HBS and HLS students, and we will seek to have a roughly even balance between the two. In addition to the material described above, HLS students will also be expected to take a one-credit parallel course, which will be taught at the Law School, on the details of relevant law (including agency, partnership, corporate and governance-related aspects of securities law); HBS students may but are not required to take this course, which will physically be taught on the law school campus. Finally, both HBS and HLS students will be expected to complete group projects related to corporate governance. Students will be divided into teams consisting of both HBS and HLS students, with the goal of encouraging each group of future professionals to develop an appreciation for the characteristics of the other's background, skills and training. Projects should focus on issues recently faced by boards of a public or private company or of a non-profit. They may also examine changing norms and regulations within the broader corporate governance system in the U.S. or other countries. The faculty will provide assistance in identifying relevant topics, and must approve each group's topic.

The basic learning for the course takes place through preparation for and participation in class discussion. For HLS students, participation and projects will each account for 1/3rd of the final grade, and students will also take an in-class one-hour short-answer exam on the legal material covered at HLS, which will account for the remaining 1/3rd of the grade. For credit purposes 3 credits will be in-class and 1 credit will be a supervised paper. For HBS students, class participation—not just frequency, but also quality and your contribution to moving the discussion forward—will count for 50% of the grade. Written projects will account for the other 50% of the grade. This course is not open to students who have taken, or are taking, the basic Corporations course

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Legal Profession (Coates, Fall 2011)

This course offers a look at the organization, economics, operation, and ideology of the legal profession. We will discuss history, current trends and recent developments in the organization and operation of law firms, legal services offices, government legal offices, and corporate legal departments. We will consider professional autonomy, commercialism, and regulation (by clients, by the courts, and by regulatory agencies). We will contrast US legal practice and regulation with other professions in the US (e.g., medicine, accounting, engineering), as well as with legal practice and regulation in other countries, and the prospect for changes driven by globalization and cross-border trade in legal services. We will consider the effects of increasing demographic diversity on the profession. We will discuss ethical problems most often encountered in legal practice, and the effects of the regulation of legal practice on the organizations and institutions that deliver legal services. We will focus on issues and problems faced by entrepreneurs considering whether to start-up a new legal services organization. Enrollment is limited to sixty students.

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Mergers and Acquisitions (Coates, Spring 2012)

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 public companies, 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 accounting, tax, and antitrust relevant to a lawyer working on such transactions. The approach is practical rather than theoretical, and the focus is on law, not finance.



Challenges of a General Counsel Seminar (Wilkins, Fall 2012)

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 and examines the skills, beyond understanding law, required in complex problem-solving by the lawyer-statesman. Students will be expected to write short 2-3 page "response papers" on the readings each week and a 15-20 page paper on a topic related to the seminar. This seminar does not satisfy the Professional Responsibility requirement.

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Legal Profession (Wilkins, Fall 2012)

This course offers a look at the organization, economics, operation, and ideology of the legal profession. We will discuss history, current trends and recent developments in the organization and operation of law firms, legal services offices, government legal offices, and corporate legal departments. We will consider professional autonomy, commercialism, and regulation (by clients, by the courts, and by regulatory agencies). We will contrast US legal practice and regulation with other professions in the US (e.g., medicine, accounting, engineering), as well as with legal practice and regulation in other countries, and the prospect for changes driven by globalization and cross-border trade in legal services. We will consider the effects of increasing demographic diversity on the profession. We will discuss ethical problems most often encountered in legal practice, and the effects of the regulation of legal practice on the organizations and institutions that deliver legal services. We will focus on issues and problems faced by entrepreneurs considering whether to start-up a new legal services organization. Enrollment is limited to sixty students.

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Corporations (Coates, Fall 2012)

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. Topics include basic fiduciary law, shareholder voting, derivative suits, executive compensation, reorganizations, and control transactions. The emphasis throughout is on the functional analysis of legal rules as one set of constraints on corporate factors among others. This course will be taught in conjunction with a course taken by Harvard Business School students taught by HBS Professor Jay Lorsch, and students who take this course will be required to meet two of the three class days per week at HBS, and to work together with HBS professors on joint projects. Students with questions should direct them to Professor Coates.

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Mergers and Acquisitions Law (Coates, Spring 2013)

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.

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Negotiation Advanced: Deals (Subramanian, Spring 2013)

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.

The class will be composed of an equal number of HLS and HBS students. These differences in professional background, perspective, and experience should be highly complementary, mutually informative, and in line with the skill set required in most significant negotiations. For HBS students, a basic Negotiations course is a prerequisite. For HLS students, the basic course in Corporations and the Negotiation Workshop are prerequisites, or equivalent. Evaluation will be on the basis of class participation and deal presentation. This course will meet at HBS.

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