Course Schedule

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.

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 the 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, determination of gain and loss, capital gains and losses, and the treatment of nonrecognition transactions. Representative topics covered include entity classification as well as the tax treatment of the formation of a corporation, distributions to shareholders (including stock redemptions and partial liquidations), complete liquidations of corporations, taxable asset and stock acquisitions of corporations, and corporate reorganizations. Prereq: Law 293Q, 393Q, or 493Q (Federal Income Taxation).

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%

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 course deals with the judicial phase of the criminal justice process, beginning from the initial decision to bring criminal charges, through the pretrial and trial processes, and concluding with sentencing.  The major focus is opinions of the United States Supreme Court imposing federal constitutional limitations on criminal procedure.  Course coverage includes the following topics: the decision to initiate prosecution; bail and pretrial detention; the grand jury; the right to the effective assistance of counsel; the right to a speedy trial; discovery and disclosure of evidence; plea bargaining; the right to an impartial trial; the right to a jury; double jeopardy; and sentencing. Study of decisions of the United States Supreme Court is supplemented by examination of selected provisions of the Federal Rules of Criminal Procedure, typical federal and state statutes, and opinions of the lower federal and state courts. In addition to regular class preparation and participation, students will be required to complete an experiential assignment, in which they will witness some aspect of criminal adjudication relevant to the course and reflect on that experience in writing. This course satisfies the Con Law II requirement.