Course Schedule

This is a hands-on drafting course focusing on IP and media rights, guided by a practitioner with over 35 years of experience in multinational transactions and litigation. We will begin with the building blocks of conveyances-- grants, licenses and other mechanisms to permit or prohibit the exploitation of IP in copyright and related (trademark, trade secret and right of publicity) areas in a variety of fields: media, entertainment and information/content delivery. Rather than limiting study to existing contract language and case law (both helpful), we craft the necessary language through participatory in-class and take home drafting exercises with two objectives in mind: the object of the contract or other document and knowledge of relevant substantive law. The goal is to enable the student to develop a working understanding of operative IP-centric provisions and a skill set to craft language based on an informed understanding of these provisions, which takes account of the business practices and conventions of various industries in which these contract clauses function. 

Prerequisites: completion of copyright or other IP courses or equivalent work-related experience. Course open only to applicants with approval of professor.

Non-Law students: this course assumes some familiarity with IP law or practice based on work experience. Though basic law is included in course text, any student who wishes to reach out to professor to confirm qualifications is welcome to do so.

Method of Evaluation: graded in-term take home exercises plus final drafting exercises (floating).

Materials: Professor to provide; third party reference materials available online or in library.

This is a hands-on drafting course focusing on IP and media rights, guided by a practitioner with over 35 years of experience in multinational transactions and litigation. We will begin with the building blocks of conveyances-- grants, licenses and other mechanisms to permit or prohibit the exploitation of IP in copyright and related (trademark, trade secret and right of publicity) areas in a variety of fields: media, entertainment and information/content delivery. Rather than limiting study to existing contract language and case law (both helpful), we craft the necessary language through participatory in-class and take home drafting exercises with two objectives in mind: the object of the contract or other document and knowledge of relevant substantive law. The goal is to enable the student to develop a working understanding of operative IP-centric provisions and a skill set to craft language based on an informed understanding of these provisions, which takes account of the business practices and conventions of various industries in which these contract clauses function. 

Prerequisites: completion of copyright or other IP courses or equivalent work-related experience. Course open only to applicants with approval of professor.

Method of Evaluation: graded in-term take home exercises plus final drafting exercises (floating).

Materials: Professor to provide; third party reference materials available online or in library.

The 28075 section of this course will be taught in person but with the option of occasional remote participation via Zoom.  If students require all remote participation, they must register for the 28084 section of this course, which is identical but web-based.

This is a hands-on drafting course focusing on IP and media rights, guided by a practitioner with over 35 years of experience in multinational transactions and litigation. We will begin with the building blocks of conveyances-- grants, licenses and other mechanisms to permit or prohibit the exploitation of IP in copyright and related (trademark, trade secret and right of publicity) areas in a variety of fields: media, entertainment and information/content delivery. Rather than limiting study to existing contract language and case law (both helpful), we craft the necessary language through participatory in-class and take home drafting exercises with two objectives in mind: the object of the contract or other document and knowledge of relevant substantive law. The goal is to enable the student to develop a working understanding of operative IP-centric provisions and a skill set to craft language based on an informed understanding of these provisions.

Prerequisites: completion of copyright or other IP courses or equivalent work-related experience, the latter with approval of professor.

Method of Evaluation: graded in-term take home exercises plus final drafting exercises (floating).

Materials: Professor to provide; third party reference materials available online or in library.

This course meets jointly with Ph. D. students in Government. The course provides an overview of the field of public law in political science. Because the focus is political science, most readings are by political scientists even though public law is an interdisciplinary field. A one semester course cannot include all topics in the field, nor can it assign all the "classics" or important works on the topics that are covered. Nevertheless, this course attempts to do some of both. Class participation (≈50%) You are expected to read all assigned materials and to participate actively in class discussions. You will be asked to write approximately nine one-page single-spaced papers that focus on the readings for the week. You may choose the weeks with a few exceptions. You must make copies of your paper available to your classmates and me no later than 7 p.m. on the day before class. Late papers are not accepted. These papers will not be graded per se, but they will serve as part of my evaluation of you. More details will be given in class. A student or a group of students may be asked to lead part of the weekly discussion. Research project (≈50%) You will submit either a research prospectus or a research paper of approximately 12-20 pp on a topic of your choice, though it must be related to the issues raised in the course. Law students are urged to do a research paper though you may do a prospectus with my permission. A prospectus should be a proposed plan of study for a major article or book. A successful prospectus will address the existing literature, lay out a problem and a theory, and propose a feasible plan to answer the problem in light of the theory. A research paper should be one that would be of the quality that might be published if expanded. Publications are supposed to make an original contribution. Thus, you will need to make some original claim in your paper, not just repeat in re-processed form what is already in the literature. The research paper is intended to be empirical, which does not mean quantitative, though we can discuss exactly what this means during the course of the semester. More details on both these options will be given in class. Prerequisites : Graduate or Law School standing.

In this 1 credit, seminar-styled class, we will explore a number of different and somewhat disconnected legal approaches used to hold corporations accountable for their environmental and public harms.  Weekly topics include false advertising claims, public nuisance; SEC disclosures; enforcement of regulatory requirements; right-to-know disclosures; and others.  The structure of the class and readings are set out by the professor, but the fifty minute weekly discussions will be led by student teams that rotate on a weekly basis.  The final grade will be based on the quality of the participatory contributions made throughout the semester; the quality of the specific classes led by the student; and twelve, short blog posts on the weekly readings.  Limit 14.

The Preface to the casebook notes that the “lines between law and business are increasingly vanishing. Corporate leaders routinely ask their lawyers for business advice . . .” This course is designed to provide the legal and related business background to respond to such questions as:

How can, or should, a firm obtain financing at different stages in its life, and what laws, regulations and evolving market practices affect the answers to that question?

When and in what form should investors anticipate returns?

How might some participants in the firm’s ecosystem—“stakeholders”—be affected by any given strategy?

Such questions occupy the heart of this field; the course aims to address issues at the intersection of law and business. Again from the Preface: “In many respects, this class can be considered a continuation of the foundational course in business associations. But fundamentally, this class is about deals,” their structure and their legal attributes and consequences. It will be assumed that students have some familiarity with the time value of money and related concepts through their prior experience, the Short Course in Financial Methods for Lawyers, or the equivalent. (If there are doubts, please contact the Professor at: simon.lorne@law.utexas.edu .)

This course provides an introduction to the theory, the methods, and the concerns of corporate finance. Representative questions include: How, and for what purposes, is a corporation valued? When should firms finance themselves by issuing equity vs. issuing debt, and what types of those instruments might they issue? What means are available to minimize risk (hedging, etc.)? When should firms pay dividends? What is the difference between dividends and stock buy-backs? What is the role of mergers and acquisitions in the context of corporate finance? No prior background in economics or finance is required or expected. This course will not address the legal rules governing financial markets and institutions. Students interested in these issues may want to consider attending Professor Hu’s seminar “Modern Corporate Governance and Finance,” which can be taken concurrently.

The first objective of the course will be to help prepare future corporate and non-profit Directors to fulfill their fiduciary duties of care and loyalty to the organizations that they will serve. We will do this by examining a wide variety of issues that Directors must deal with on a regular basis. These include balancing efforts between establishing quarterly and yearly performance targets and building strong companies that can sustain above-market financial performance in the future. Directors must also manage business and political relationships, initiate and integrate acquisitions, create/change corporate culture, continually align the organization structure to the business strategy, allocate resources for a variety of corporate initiatives, deal with issues of corporate governance, succession planning, executive compensation, and learn to navigate through potential public relations disasters. We will examine as many of these topics as time permits.

The second objective of this course will be to understand the nature and scope of corporate Boards from the perspective of society, social and economic interest and what can be done to prevent some of the more publicized corporate governance failures. We will examine several of the more highly publicized corporate failures as well as what action Congress has taken to address corporate malfeasance, and the recommendations that have been made by social critics. The course is directed primarily at graduate business students and law students who expect to serve either as advisors to Boards of Directors or on Boards of Directors of public companies or non-profit organizations. While most of the course will focus on established public companies, much of the course content will be useful to those individuals who are primarily interested in entrepreneurial organizations, family corporations, or public sector non-profit entities. This course will have three distinct instructional formats. Professor Cunningham will lecture to the class to help provide all of the students with a fundamental knowledge of how Boards of Directors function in both for-profit and not-for-profit organizations. He will also focus on the different roles the Boards play in both large and small organizations.

The third format of the class will be to invite guest speakers to address the students who are involved in a wide variety of real world governance issues. The guests will be encouraged to provide ample opportunity for questions during their presentations. The individuals that will be invited to speak to the class will include a mix of entrepreneurs, senior executives from major corporations, directors of public and private entities, politicians, leaders of non-profit entities, corporate lawyers and partners of major accounting firms.

The first objective of the course will be to help prepare future corporate and non-profit Directors to fulfill their fiduciary duties of care and loyalty to the organizations that they will serve. We will do this by examining a wide variety of issues that Directors must deal with on a regular basis. These include balancing efforts between establishing quarterly and yearly performance targets and building strong companies that can sustain above-market financial performance in the future. Directors must also manage business and political relationships, initiate and integrate acquisitions, create/change corporate culture, continually align the organization structure to the business strategy, allocate resources for a variety of corporate initiatives, deal with issues of corporate governance, succession planning, executive compensation, and learn to navigate through potential public relations disasters. We will examine as many of these topics as time permits.

The second objective of this course will be to understand the nature and scope of corporate Boards from the perspective of society, social and economic interest and what can be done to prevent some of the more publicized corporate governance failures. We will examine several of the more highly publicized corporate failures as well as what action Congress has taken to address corporate malfeasance, and the recommendations that have been made by social critics. The course is directed primarily at graduate business students and law students who expect to serve either as advisors to Boards of Directors or on Boards of Directors of public companies or non-profit organizations. While most of the course will focus on established public companies, much of the course content will be useful to those individuals who are primarily interested in entrepreneurial organizations, family corporations, or public sector non-profit entities. This course will have three distinct instructional formats. Professor Cunningham will lecture to the class to help provide all of the students with a fundamental knowledge of how Boards of Directors function in both for-profit and not-for-profit organizations. He will also focus on the different roles the Boards play in both large and small organizations.

The third format of the class will be to invite guest speakers to address the students who are involved in a wide variety of real world governance issues. The guests will be encouraged to provide ample opportunity for questions during their presentations. The individuals that will be invited to speak to the class will include a mix of entrepreneurs, senior executives from major corporations, directors of public and private entities, politicians, leaders of non-profit entities, corporate lawyers and partners of major accounting firms.

Learning Outcomes

Eleven of the key learning outcomes that we will focus on in class are listed below. 

1. The role of corporate boards in a capitalistic economy.
2. The duties of corporate directors.
3. The relationship between the corporation and the board.
4. Effective structure of corporate boards.
5. The importance of legal constraints on director’s actions.
6. The design of an impact of constructive corporate culture.
7. Identification of the macro environmental factors.
8. The creation of the succession process for management and the board.
9. Management of corporate crises.
10. The structure and compensation program for executives and directors.
11. The role of activist investors.

Optional Lunch on Wednesday, October 16 at Noon

There will be an optional lunch with Doris Kearns Goodwin.  Dr. Goodwin worked in the Johnson administration and assisted President Johnson in writing his best-selling memoir Lyndon Johnson and the American Dream.  She was the winner of the Pulitzer Prize for her book No Ordinary Time: Franklin and Eleanor Roosevelt: The Home Front in World War II.  She also earned the Lincoln Prize for her book Team of Rivals and the Carnegie Medal for her book The Bully Pulpit.  Invitations to the lunch will be sent closer to the date. 

The first objective of the course will be to help prepare future corporate and non-profit Directors to fulfill their fiduciary duties of care and loyalty to the organizations that they will serve. We will do this by examining a wide variety of issues that Directors must deal with on a regular basis. These include balancing efforts between establishing quarterly and yearly performance targets and building strong companies that can sustain above-market financial performance in the future. Directors must also manage business and political relationships, initiate and integrate acquisitions, create/change corporate culture, continually align the organization structure to the business strategy, allocate resources for a variety of corporate initiatives, deal with issues of corporate governance, succession planning, executive compensation, and learn to navigate through potential public relations disasters. We will examine as many of these topics as time permits.

The second objective of this course will be to understand the nature and scope of corporate Boards from the perspective of society, social and economic interest and what can be done to prevent some of the more publicized corporate governance failures. We will examine several of the more highly publicized corporate failures as well as what action Congress has taken to address corporate malfeasance, and the recommendations that have been made by social critics. The course is directed primarily at graduate business students and law students who expect to serve either as advisors to Boards of Directors or on Boards of Directors of public companies or non-profit organizations. While most of the course will focus on established public companies, much of the course content will be useful to those individuals who are primarily interested in entrepreneurial organizations, family corporations, or public sector non-profit entities. This course will have three distinct instructional formats. Professor Cunningham will lecture to the class to help provide all of the students with a fundamental knowledge of how Boards of Directors function in both for-profit and not-for-profit organizations. He will also focus on the different roles the Boards play in both large and small organizations.

The third format of the class will be to invite guest speakers to address the students who are involved in a wide variety of real world governance issues. The guests will be encouraged to provide ample opportunity for questions during their presentations. The individuals that will be invited to speak to the class will include a mix of entrepreneurs, senior executives from major corporations, directors of public and private entities, politicians, leaders of non-profit entities, corporate lawyers and partners of major accounting firms.

The first objective of the course will be to help prepare future corporate and non-profit Directors to fulfill their fiduciary duties of care and loyalty to the organizations that they will serve. We will do this by examining a wide variety of issues that Directors must deal with on a regular basis. These include balancing efforts between establishing quarterly and yearly performance targets and building strong companies that can sustain above-market financial performance in the future. Directors must also manage business and political relationships, initiate and integrate acquisitions, create/change corporate culture, continually align the organization structure to the business strategy, allocate resources for a variety of corporate initiatives, deal with issues of corporate governance, succession planning, executive compensation, and learn to navigate through potential public relations disasters. We will examine as many of these topics as time permits.

The second objective of this course will be to understand the nature and scope of corporate Boards from the perspective of society, social and economic interest and what can be done to prevent some of the more publicized corporate governance failures. We will examine several of the more highly publicized corporate failures as well as what action Congress has taken to address corporate malfeasance, and the recommendations that have been made by social critics. The course is directed primarily at graduate business students and law students who expect to serve either as advisors to Boards of Directors or on Boards of Directors of public companies or non-profit organizations. While most of the course will focus on established public companies, much of the course content will be useful to those individuals who are primarily interested in entrepreneurial organizations, family corporations, or public sector non-profit entities. This course will have three distinct instructional formats. Professor Cunningham will lecture to the class to help provide all of the students with a fundamental knowledge of how Boards of Directors function in both for-profit and not-for-profit organizations. He will also focus on the different roles the Boards play in both large and small organizations.

The third format of the class will be to invite guest speakers to address the students who are involved in a wide variety of real world governance issues. The guests will be encouraged to provide ample opportunity for questions during their presentations. The individuals that will be invited to speak to the class will include a mix of entrepreneurs, senior executives from major corporations, directors of public and private entities, politicians, leaders of non-profit entities, corporate lawyers and partners of major accounting firms.

The first objective of the course will be to help prepare future corporate and non-profit Directors to fulfill their fiduciary duties of care and loyalty to the organizations that they will serve. We will do this by examining a wide variety of issues that Directors must deal with on a regular basis. These include balancing efforts between establishing quarterly and yearly performance targets and building strong companies that can sustain above-market financial performance in the future. Directors must also manage business and political relationships, initiate and integrate acquisitions, create/change corporate culture, continually align the organization structure to the business strategy, allocate resources for a variety of corporate initiatives, deal with issues of corporate governance, succession planning, executive compensation, and learn to navigate through potential public relations disasters. We will examine as many of these topics as time permits.

The second objective of this course will be to understand the nature and scope of corporate Boards from the perspective of society, social and economic interest and what can be done to prevent some of the more publicized corporate governance failures. We will examine several of the more highly publicized corporate failures as well as what action Congress has taken to address corporate malfeasance, and the recommendations that have been made by social critics. The course is directed primarily at graduate business students and law students who expect to serve either as advisors to Boards of Directors or on Boards of Directors of public companies or non-profit organizations. While most of the course will focus on established public companies, much of the course content will be useful to those individuals who are primarily interested in entrepreneurial organizations, family corporations, or public sector non-profit entities. This course will have three distinct instructional formats. Professor Cunningham will lecture to the class to help provide all of the students with a fundamental knowledge of how Boards of Directors function in both for-profit and not-for-profit organizations. He will also focus on the different roles the Boards play in both large and small organizations.

The third format of the class will be to invite guest speakers to address the students who are involved in a wide variety of real world governance issues. The guests will be encouraged to provide ample opportunity for questions during their presentations. The individuals that will be invited to speak to the class will include a mix of entrepreneurs, senior executives from major corporations, directors of public and private entities, politicians, leaders of non-profit entities, corporate lawyers and partners of major accounting firms.

The first objective of the course will be to help prepare future corporate and non-profit Directors to fulfill their fiduciary duties of care and loyalty to the organizations that they will serve. We will do this by examining a wide variety of issues that Directors must deal with on a regular basis. These include balancing efforts between establishing quarterly and yearly performance targets and building strong companies that can sustain above-market financial performance in the future. Directors must also manage business and political relationships, initiate and integrate acquisitions, create/change corporate culture, continually align the organization structure to the business strategy, allocate resources for a variety of corporate initiatives, deal with issues of corporate governance, succession planning, executive compensation, and learn to navigate through potential public relations disasters. We will examine as many of these topics as time permits.

The second objective of this course will be to understand the nature and scope of corporate Boards from the perspective of society, social and economic interest and what can be done to prevent some of the more publicized corporate governance failures. We will examine several of the more highly publicized corporate failures as well as what action Congress has taken to address corporate malfeasance, and the recommendations that have been made by social critics. The course is directed primarily at graduate business students and law students who expect to serve either as advisors to Boards of Directors or on Boards of Directors of public companies or non-profit organizations. While most of the course will focus on established public companies, much of the course content will be useful to those individuals who are primarily interested in entrepreneurial organizations, family corporations, or public sector non-profit entities. This course will have three distinct instructional formats. Professor Cunningham will lecture to the class to help provide all of the students with a fundamental knowledge of how Boards of Directors function in both for-profit and not-for-profit organizations. He will also focus on the different roles the Boards play in both large and small organizations.

The third format of the class will be to invite guest speakers to address the students who are involved in a wide variety of real world governance issues. The guests will be encouraged to provide ample opportunity for questions during their presentations. The individuals that will be invited to speak to the class will include a mix of entrepreneurs, senior executives from major corporations, directors of public and private entities, politicians, leaders of non-profit entities, corporate lawyers and partners of major accounting firms.

The first objective of the course will be to help prepare future corporate and non-profit Directors to fulfill their fiduciary duties of care and loyalty to the organizations that they will serve. We will do this by examining a wide variety of issues that Directors must deal with on a regular basis. These include balancing efforts between establishing quarterly and yearly performance targets and building strong companies that can sustain above-market financial performance in the future. Directors must also manage business and political relationships, initiate and integrate acquisitions, create/change corporate culture, continually align the organization structure to the business strategy, allocate resources for a variety of corporate initiatives, deal with issues of corporate governance, succession planning, executive compensation, and learn to navigate through potential public relations disasters. We will examine as many of these topics as time permits. The second objective of this course will be to understand the nature and scope of corporate Boards from the perspective of society, social and economic interest and what can be done to prevent some of the more publicized corporate governance failures. We will examine several of the more highly publicized corporate failures as well as what action Congress has taken to address corporate malfeasance, and the recommendations that have been made by social critics. The course is directed primarily at graduate business students and law students who expect to serve either as advisors to Boards of Directors or on Boards of Directors of public companies or non-profit organizations. While most of the course will focus on established public companies, much of the course content will be useful to those individuals who are primarily interested in entrepreneurial organizations, family corporations, or public sector non-profit entities. This course will have three distinct instructional formats. Professor Cunningham will lecture to the class to help provide all of the students with a fundamental knowledge of how Boards of Directors function in both for-profit and not-for-profit organizations. He will also focus on the different roles the Boards play in both large and small organizations. The second format of the class will use Harvard cases to illustrate several major real world issues related to corporate governance. The third format of the class will be to invite guest speakers to address the students who are involved in a wide variety of real world governance issues. The guests will be encouraged to provide ample opportunity for questions during their presentations. The individuals that will be invited to speak to the class will include a mix of entrepreneurs, senior executives from major corporations, directors of public and private entities, politicians, leaders of non-profit entities, corporate lawyers and partners of major accounting firms.

The first objective of the course will be to help prepare future corporate and non-profit Directors to fulfill their fiduciary duties of care and loyalty to the organizations that they will serve. We will do this by examining a wide variety of issues that Directors must deal with on a regular basis. These include balancing efforts between establishing quarterly and yearly performance targets and building strong companies that can sustain above-market financial performance in the future. Directors must also manage business and political relationships, initiate and integrate acquisitions, create/change corporate culture, continually align the organization structure to the business strategy, allocate resources for a variety of corporate initiatives, deal with issues of corporate governance, succession planning, executive compensation, and learn to navigate through potential public relations disasters. We will examine as many of these topics as time permits. The second objective of this course will be to understand the nature and scope of corporate Boards from the perspective of society, social and economic interest and what can be done to prevent some of the more publicized corporate governance failures. We will examine several of the more highly publicized corporate failures as well as what action Congress has taken to address corporate malfeasance, and the recommendations that have been made by social critics. The course is directed primarily at graduate business students and law students who expect to serve either as advisors to Boards of Directors or on Boards of Directors of public companies or non-profit organizations. While most of the course will focus on established public companies, much of the course content will be useful to those individuals who are primarily interested in entrepreneurial organizations, family corporations, or public sector non-profit entities. This course will have three distinct instructional formats. Professor Cunningham will lecture to the class to help provide all of the students with a fundamental knowledge of how Boards of Directors function in both for-profit and not-for-profit organizations. He will also focus on the different roles the Boards play in both large and small organizations. The second format of the class will use Harvard cases to illustrate several major real world issues related to corporate governance. The third format of the class will be to invite guest speakers to address the students who are involved in a wide variety of real world governance issues. The guests will be encouraged to provide ample opportunity for questions during their presentations. The individuals that will be invited to speak to the class will include a mix of entrepreneurs, senior executives from major corporations, directors of public and private entities, politicians, leaders of non-profit entities, corporate lawyers and partners of major accounting firms.

The first objective of the course will be to help prepare future corporate and non-profit Directors to fulfill their fiduciary duties of care and loyalty to the organizations that they will serve. We will do this by examining a wide variety of issues that Directors must deal with on a regular basis. These include balancing efforts between establishing quarterly and yearly performance targets and building strong companies that can sustain above-market financial performance in the future. Directors must also manage business and political relationships, initiate and integrate acquisitions, create/change corporate culture, continually align the organization structure to the business strategy, allocate resources for a variety of corporate initiatives, deal with issues of corporate governance, succession planning, executive compensation, and learn to navigate through potential public relations disasters. We will examine as many of these topics as time permits. The second objective of this course will be to understand the nature and scope of corporate Boards from the perspective of society, social and economic interest and what can be done to prevent some of the more publicized corporate governance failures. We will examine several of the more highly publicized corporate failures as well as what action Congress has taken to address corporate malfeasance, and the recommendations that have been made by social critics. The course is directed primarily at graduate business students and law students who expect to serve either as advisors to Boards of Directors or on Boards of Directors of public companies or non-profit organizations. While most of the course will focus on established public companies, much of the course content will be useful to those individuals who are primarily interested in entrepreneurial organizations, family corporations, or public sector non-profit entities. This course will have three distinct instructional formats. Professor Cunningham will lecture to the class to help provide all of the students with a fundamental knowledge of how Boards of Directors function in both for-profit and not-for-profit organizations. He will also focus on the different roles the Boards play in both large and small organizations. The second format of the class will use Harvard cases to illustrate several major real world issues related to corporate governance. The third format of the class will be to invite guest speakers to address the students who are involved in a wide variety of real world governance issues. The guests will be encouraged to provide ample opportunity for questions during their presentations. The individuals that will be invited to speak to the class will include a mix of entrepreneurs, senior executives from major corporations, directors of public and private entities, politicians, leaders of non-profit entities, corporate lawyers and partners of major accounting firms.

This is a Business School course, cross-listed with the Law School. This course will be taught synchronously online. Contact the professor for additional details.

The first objective of the course will be to help prepare future corporate and non-profit Directors to fulfill their fiduciary duties of care and loyalty to the organizations that they will serve. We will do this by examining a wide variety of issues that Directors must deal with on a regular basis. These include balancing efforts between establishing quarterly and yearly performance targets and building strong companies that can sustain above-market financial performance in the future. Directors must also manage business and political relationships, initiate and integrate acquisitions, create/change corporate culture, continually align the organization structure to the business strategy, allocate resources for a variety of corporate initiatives, deal with issues of corporate governance, succession planning, executive compensation, and learn to navigate through potential public relations disasters. We will examine as many of these topics as time permits. The second objective of this course will be to understand the nature and scope of corporate Boards from the perspective of society, social and economic interest and what can be done to prevent some of the more publicized corporate governance failures. We will examine several of the more highly publicized corporate failures as well as what action Congress has taken to address corporate malfeasance, and the recommendations that have been made by social critics. The course is directed primarily at graduate business students and law students who expect to serve either as advisors to Boards of Directors or on Boards of Directors of public companies or non-profit organizations. While most of the course will focus on established public companies, much of the course content will be useful to those individuals who are primarily interested in entrepreneurial organizations, family corporations, or public sector non-profit entities. This course will have three distinct instructional formats. Professor Cunningham will lecture to the class to help provide all of the students with a fundamental knowledge of how Boards of Directors function in both for-profit and not-for-profit organizations. He will also focus on the different roles the Boards play in both large and small organizations. The second format of the class will use Harvard cases to illustrate several major real world issues related to corporate governance. The third format of the class will be to invite guest speakers to address the students who are involved in a wide variety of real world governance issues. The guests will be encouraged to provide ample opportunity for questions during their presentations. The individuals that will be invited to speak to the class will include a mix of entrepreneurs, senior executives from major corporations, directors of public and private entities, politicians, leaders of non-profit entities, corporate lawyers and partners of major accounting firms.

The course examines taxation of corporations and their shareholders. Basic concepts of taxable income from the Federal Income Tax course are assumed to be already known by enrolled students, including basis, calculation of gain and loss, capital gains, and treatment of nonrecognition transactions. Representative transactions covered include the formation of a corporation, distributions to shareholders, redemptions of stock, liquidations of corporations, and corporate reorganizations. The grade for the course will be based on a final, open book examination. Prereq: Law 254J, 354J, 454J, 554J (Federal Income Taxation); or 254N, 354N (Federal Income Taxation A); and 254P, 354P (Federal Income Taxation B). 

The course examines taxation of corporations and their shareholders. Basic concepts of taxable income from the Federal Income Tax course are assumed to be already known by enrolled students, including basis, calculation of gain and loss, capital gains, and treatment of nonrecognition transactions. Representative transactions covered include the formation of a corporation, distributions to shareholders, redemptions of stock, liquidations of corporations, and corporate reorganizations. The grade for the course will be based on a final, open book examination. Prereq: Law 293Q, 393Q, 493Q, 593Q (Federal Income Taxation); or Law 254J, 354J, 454J, 554J (Federal Income Taxation); or 254N, 354N (Federal Income Taxation A); and 254P, 354P (Federal Income Taxation B). 

The course examines taxation of corporations and their shareholders. Basic concepts of taxable income from the Federal Income Tax course are assumed to be already known by enrolled students, including basis, calculation of gain and loss, capital gains, and treatment of nonrecognition transactions. Representative transactions covered include the formation of a corporation, distributions to shareholders, redemptions of stock, liquidations of corporations, and corporate reorganizations. The grade for the course will be based on a final, open book examination. Prereq: Law 293Q, 393Q, 493Q, 593Q (Federal Income Taxation); or Law 254J, 354J, 454J, 554J (Federal Income Taxation); or 254N, 354N (Federal Income Taxation A); and 254P, 354P (Federal Income Taxation B). 

Data, and the analysis of that data, has always played an important role in many legal disputes.  With the exponential increase in data availability and the increased interest in data more generally, this role has increased and is likely to increase further.  As a result, it is incredibly important for lawyers to understand how data can be used in legal cases and, more importantly, to be aware of how it is often misused by lawyers, judges, and experts to suggest far greater certainty than proper analysis would suggest.  In this class, we will cover some of the most common ways in which data, probability, and statistics can be misunderstood, misused, and manipulated.  Through the use of examples from cases and legal debates, we will illustrate these mistakes, explain them, and learn how to ask the questions that will help uncover them.

Data, and the analysis of that data, has always played an important role in many legal disputes.  With the exponential increase in data availability and the increased interest in data more generally, this role has increased and is likely to increase further.  As a result, it is incredibly important for lawyers to understand how data can be used in legal cases and, more importantly, to be aware of how it is often misused by lawyers, judges, and experts to suggest far greater certainty than proper analysis would suggest.  In this class, we will cover some of the most common ways in which data, probability, and statistics can be misunderstood, misused, and manipulated.  Through the use of examples from cases and legal debates, we will illustrate these mistakes, explain them, and learn how to ask the questions that will help uncover them.

This seminar focuses on the role of covert action in implementing U.S. foreign and national security policies.  Covert action is a unique mission assigned by executive order to the Central Intelligence Agency (CIA).  Since its founding in 1947, the CIA has undertaken covert activities intended to influence events abroad at the direction of U.S. presidents.  Covert action is often referred to as the “Third Option” between diplomacy and military action.  Through declassification of official records as well as unauthorized disclosures in books, newspapers, and electronic media, the details of many covert programs (principally, but not exclusively, from the Cold War period) are now available to study.  Indeed, many of the most consequential - - and controversial - - actions of the CIA and the presidents the CIA has served in its 70-year existence involved covert actions.            

Building on a foundational understanding of the Executive branch of government, the mechanisms available to develop and implement national security policies, and the capabilities of the CIA, this course will examine why presidents choose to implement their policies through covert means, what benefits and hazards accompany that choice, and the mixed historical record of U.S covert action programs.  In addition to evaluating why and how covert action is engaged as an instrument of U.S power, the course will review Executive and Legislative mechanisms for supervision and oversight of covert action operations, as well as the moral and ethical dilemmas encountered in such programs.  Through lectures, readings, and class discussions, students will become familiar with significant covert action activities in U.S. history.  The course will include at least one example of a covert influence program undertaken by a foreign government.            

In addition to traditional texts and journal articles, students will be exposed to primary public policy sources including statutes, executive orders, presidential directives, and declassified records  related to U.S. intelligence.  Intelligence and national security debates touching on covert action (…that are certain to arise during the semester) will be integrated into the class.  Students will be expected to post a comment on each week’s assigned readings prior to class, to join in class discussions on the readings, to review a book related to covert action that is not already on the syllabus, and to prepare a research paper that evaluates a historical covert action program not studied in class.  Toward the close of the semester, students will participate in a role-playing exercise centered on preparing a notional presidential order or “finding” authorizing a new covert program.  Seminar participants will have the opportunity to engage current and former senior intelligence officials who visit Austin (virtually, if not in-person) in connection with Intelligence Studies Project events.

The topic of covert action was for many decades impractical to approach in an appropriately factual, rigorous, and balanced manner because of the secrecy that surrounds these government programs. There is now a sufficiently rich factual record on which to debate and shape judgments about the legality, efficacy, and long-term impact of U.S. covert programs from the modern era.  Students will be exposed to many of these materials and invited to reach their own conclusions about this unique policy tool.

This seminar is not principally designed to develop the professional skills of participants, however, there will be several opportunities to conduct relevant research, draft reports, and make short oral presentations to the class.       

Texts/Readings (Illustrative only):

Christopher Andrew, For the President’s Eyes Only: Secret Intelligence and the American Presidency from Washington to Bush (1995)                        

John Prados, Safe for Democracy: the Secret Wars of the CIA (2006)

William Daugherty, Executive Secrets – Covert Action and the Presidency (2006)

Frances Stonor Saunders, the Cultural Cold War – the CIA and the World of Arts and Letters (2013)

Stephen Kinzer, All the Shah’s Men – An American Coup and the Roots of Middle East Terror (2008)

Steve Coll, Ghost Wars – the Secret History of the CIA, Afghanistan, and Bin Ladin, from the Soviet Invasion to September 10, 2001 (2004) 

Robert  Grenier, 88 Days to Kandahar  - A CIA Diary (2015) 

James M. Olsen, Fair Play - the Moral Dilemmas of Spying (2006)

Assignments:

Weekly comment on reading(s)  20%

Informed class/exercise participation  20%

Book review  20%

Research paper (12-15 pages)  40%

This seminar focuses on the role of covert action in implementing U.S. foreign and national security policies.  Covert action is a unique mission assigned by executive order to the Central Intelligence Agency (CIA).  Since its founding in 1947, the CIA has undertaken covert activities intended to influence events abroad at the direction of U.S. presidents.  Covert action is often referred to as the “Third Option” between diplomacy and military action.  Through declassification of official records as well as unauthorized disclosures in books, newspapers, and electronic media, the details of many covert programs (principally, but not exclusively, from the Cold War period) are now available to study.  Indeed, many of the most consequential - - and controversial - - actions of the CIA and the presidents the CIA has served in its 70-year existence involved covert actions.            

Building on a foundational understanding of the Executive branch of government, the mechanisms available to develop and implement national security policies, and the capabilities of the CIA, this course will examine why presidents choose to implement their policies through covert means, what benefits and hazards accompany that choice, and the mixed historical record of U.S covert action programs.  In addition to evaluating why and how covert action is engaged as an instrument of U.S power, the course will review Executive and Legislative mechanisms for supervision and oversight of covert action operations, as well as the moral and ethical dilemmas encountered in such programs.  Through lectures, readings, and class discussions, students will become familiar with significant covert action activities in U.S. history.  The course will include at least one example of a covert influence program undertaken by a foreign government.            

In addition to traditional texts and journal articles, students will be exposed to primary public policy sources including statutes, executive orders, presidential directives, and declassified records  related to U.S. intelligence.  Intelligence and national security debates touching on covert action (…that are certain to arise during the semester) will be integrated into the class.  Students will be expected to post a comment on each week’s assigned readings prior to class, to join in class discussions on the readings, to review a book related to covert action that is not already on the syllabus, and to prepare a research paper that evaluates a historical covert action program not studied in class.  Toward the close of the semester, students will participate in a role-playing exercise centered on preparing a notional presidential order or “finding” authorizing a new covert program.  Seminar participants will have the opportunity to engage current and former senior intelligence officials who visit Austin (virtually, if not in-person) in connection with Intelligence Studies Project events.

The topic of covert action was for many decades impractical to approach in an appropriately factual, rigorous, and balanced manner because of the secrecy that surrounds these government programs. There is now a sufficiently rich factual record on which to debate and shape judgments about the legality, efficacy, and long-term impact of U.S. covert programs from the modern era.  Students will be exposed to many of these materials and invited to reach their own conclusions about this unique policy tool.

This seminar is not principally designed to develop the professional skills of participants, however, there will be several opportunities to conduct relevant research, draft reports, and make short oral presentations to the class.       

Texts/Readings (Illustrative only):

Christopher Andrew, For the President’s Eyes Only: Secret Intelligence and the American Presidency from Washington to Bush (1995)                        

John Prados, Safe for Democracy: the Secret Wars of the CIA (2006)

William Daugherty, Executive Secrets – Covert Action and the Presidency (2006)

Frances Stonor Saunders, the Cultural Cold War – the CIA and the World of Arts and Letters (2013)

Stephen Kinzer, All the Shah’s Men – An American Coup and the Roots of Middle East Terror (2008)

Steve Coll, Ghost Wars – the Secret History of the CIA, Afghanistan, and Bin Ladin, from the Soviet Invasion to September 10, 2001 (2004) 

Robert  Grenier, 88 Days to Kandahar  - A CIA Diary (2015) 

James M. Olsen, Fair Play - the Moral Dilemmas of Spying (2006)

Assignments:

Weekly comment on reading(s)  20%

Informed class/exercise participation  20%

Book review  20%

Research paper (12-15 pages)  40%

This seminar focuses on the role of covert action in implementing U.S. foreign and national security policies.  Covert action is a unique mission assigned by executive order to the Central Intelligence Agency (CIA).  Since its founding in 1947, the CIA has undertaken covert activities intended to influence events abroad at the direction of U.S. presidents.  Covert action is often referred to as the “Third Option” between diplomacy and military action.  Through declassification of official records as well as unauthorized disclosures in books, newspapers, and electronic media, the details of many covert programs (principally, but not exclusively, from the Cold War period) are now available to study.  Indeed, many of the most consequential - - and controversial - - actions of the CIA and the presidents the CIA has served in its 70-year existence involved covert actions.            

Building on a foundational understanding of the Executive branch of government, the mechanisms available to develop and implement national security policies, and the capabilities of the CIA, this course will examine why presidents choose to implement their policies through covert means, what benefits and hazards accompany that choice, and the mixed historical record of U.S covert action programs.  In addition to evaluating why and how covert action is engaged as an instrument of U.S power, the course will review Executive and Legislative mechanisms for supervision and oversight of covert action operations, as well as the moral and ethical dilemmas encountered in such programs.  Through lectures, readings, and class discussions, students will become familiar with significant covert action activities in U.S. history.  The course will include at least one example of a covert influence program undertaken by a foreign government.            

In addition to traditional texts and journal articles, students will be exposed to primary public policy sources including statutes, executive orders, presidential directives, and declassified records  related to U.S. intelligence.  Intelligence and national security debates touching on covert action (…that are certain to arise during the semester) will be integrated into the class.  Students will be expected to post a comment on each week’s assigned readings prior to class, to join in class discussions on the readings, to review a book related to covert action that is not already on the syllabus, and to prepare a research paper that evaluates a historical covert action program not studied in class.  Toward the close of the semester, students will participate in a role-playing exercise centered on preparing a notional presidential order or “finding” authorizing a new covert program.  Seminar participants will have the opportunity to engage current and former senior intelligence officials who visit Austin (virtually, if not in-person) in connection with Intelligence Studies Project events.

The topic of covert action was for many decades impractical to approach in an appropriately factual, rigorous, and balanced manner because of the secrecy that surrounds these government programs. There is now a sufficiently rich factual record on which to debate and shape judgments about the legality, efficacy, and long-term impact of U.S. covert programs from the modern era.  Students will be exposed to many of these materials and invited to reach their own conclusions about this unique policy tool.

This seminar is not principally designed to develop the professional skills of participants, however, there will be several opportunities to conduct relevant research, draft reports, and make short oral presentations to the class.       

Texts/Readings (Illustrative only):

Christopher Andrew, For the President’s Eyes Only: Secret Intelligence and the American Presidency from Washington to Bush (1995)                        

John Prados, Safe for Democracy: the Secret Wars of the CIA (2006)

William Daugherty, Executive Secrets – Covert Action and the Presidency (2006)

Frances Stonor Saunders, the Cultural Cold War – the CIA and the World of Arts and Letters (2013)

Stephen Kinzer, All the Shah’s Men – An American Coup and the Roots of Middle East Terror (2008)

Steve Coll, Ghost Wars – the Secret History of the CIA, Afghanistan, and Bin Ladin, from the Soviet Invasion to September 10, 2001 (2004) 

Robert  Grenier, 88 Days to Kandahar  - A CIA Diary (2015) 

James M. Olsen, Fair Play - the Moral Dilemmas of Spying (2006)

Assignments:

Weekly comment on reading(s)  20%

Informed class/exercise participation  20%

Book review  20%

Research paper (12-15 pages)  40%