Course Schedule

This course would offer students detailed practical exposure to the manner in which complex acquisition and disposition (“A&D”) transactions are structured, documented, and consummated. Since the instructor’s practice has focused, for 43 years, on energy-related transactions, the template transaction for the course will be the sale of a substantial package of upstream oil and gas assets.  During the 14 class sessions, we will cover:

(a)     negotiating philosophy and basic contract drafting principles, including the strategic use of defined terms;

(b)     who are the sellers, and why do they sell; who are the buyers, and why do they buy;

(c)      selecting the transaction structure: asset sale v. business combination v. sale of equity, including high level discussions of divisive mergers and federal income tax, securities law, and other considerations;

(d)     overview of financing alternatives for an upstream oil and gas acquisition;

(e)     engaging an investment banker and implementing a data room, including the structure and terms of the confidentiality agreements between the seller and prospective buyers;

(f)      letters of intent and term sheets; and

(g)     the structure and terms of an asset purchase and sale agreement, including:

• the identification and description of the assets to be sold;
• the valuation of the assets and the determination of the purchase price, including the use of an earnest money deposit, adjustments to the purchase price, the structuring and use of earnouts, and allocations of the purchase price for federal income tax and due diligence purposes;
• the assumption of liabilities by the buyer; the retention of liabilities by seller;
• commonly encountered representations and warranties and their purposes;
• the development and performance of a plan of due diligence, with focus on title- and environmental-related due diligence, including title- and environmental-related purchase price adjustments;
• pre-closing covenants of the parties, including the applicability of the Hart-Scott-Rodino Antitrust Improvements Act and covenants detailing the seller’s obligations regarding preferential rights to purchase, required consents to assignment, and other restrictions on transferability;
• conditions precedent to closing; remedies for breach and other failures to satisfy conditions; and waiver of conditions and consequences of waivers;
• mechanics and logistics of closing, including the use (or non-use) of opinions of counsel;
• selected conveyancing issues;
• post-closing covenants, including the preparation of the final settlement statement, change of operator issues, surviving confidentiality obligations, and obligations of the seller to provide transitional operations and accounting services;
• post-closing indemnification, including limited survival of representations and warranties, scope of indemnities, the “express negligence rule”, and indemnity “thresholds”, “baskets”, and “caps”; and
• the “miscellaneous provisions”, with focus on the assignability of the PSA, the selection of governing law, responsibility for taxes, the role of alternative dispute resolution, and limitations on the types of damages recoverable for breach.

Students will do a full cycle analysis of a net zero-carbon natural gas development.  This will include technical, financial, and legal analyses of the project including geologic assessment of the resource, development of the production facilities, transportation of the gas to a combined cycle power plant, and carbon capture and sequestration (CCS) of the CO2 emissions.  The country will be specified in class, but it will be a country other than the United States of America. The class is open to students enrolled in the McComb’s School of Business MBA program, graduate students in the Jackson School of Geosciences, the Cockrell School of Engineering, JD and international LLM students in the School of Law, and to other graduate students who indicate a special interest in the topic. Students will work in teams from diverse academic disciplines. To assure an appropriate balance of team members, enrollment is subject to application and approval. Students will learn how to evaluate geologic information made available in a bid round package, analyze the fiscal terms offered by the host government as well as the general economics of the project, analyze the legal regime, determine and quantify the risks associated with an investment, and propose a full cycle CCS pilot project to the selected government. Each team will present an oral report and prepare a written report to the Longhorn Petroleum Corp. Board of Directors, consisting of faculty members and guest board members. Both the shorter oral and longer written reports will evaluate risks and designs of the projects, propose a competitive bid, including an exploration plan and a preliminary plan explaining the pilot CCS project, projecting costs, risk analysis, and proposing government incentives to commercialize CCS.

Students will do a full cycle analysis of a net zero-carbon natural gas development.  This will include technical, financial, and legal analyses of the project including geologic assessment of the resource, development of the production facilities, transportation of the gas to a combined cycle power plant, and capture and sequestration of the emissions.  The country will be specified in the early weeks of the class, but it will be a country other than the United States of America. The class is open to students enrolled in the McComb’s School of Business MBA program, graduate students in the Jackson School of Geosciences, the Cockrell School of Engineering, JD and international LLM students in the School of Law, and to other students who indicate a special interest in the topic. Students will work in teams of four or more students from different academic disciplines (geology, engineering, business, and law). To assure an appropriate balance of team members, enrollment is subject to application and approval. Students will learn how to evaluate geologic information made available in a bid round package, analyze the fiscal terms offered by the host government as well as the general economics of the project, analyze the legal regime, determine and quantify the risks associated with an investment, and propose a full cycle CCUS pilot project to the selected government. Each team will present an oral report and prepare a written report to the Board of Directors of the Longhorn Petroleum Corp., consisting of faculty members and guest board members. Both the shorter oral and longer written reports will evaluate risks and designs of the projects, propose a competitive bid, including an exploration plan and a preliminary plan explaining the pilot CCUS project, projecting costs, and proposing government incentives to commercialize CCUS.

Students will do a full cycle analysis of a net zero-carbon natural gas development.  This will include technical, financial, and legal analyses of the project including geologic assessment of the resource, development of the production facilities, transportation of the gas to a combined cycle power plant, and capture and sequestration of the emissions.  The country will be specified in the early weeks of the class, but it will be a country other than the United States of America. The class is open to students enrolled in the McComb’s School of Business MBA program, graduate students in the Jackson School of Geosciences, the Cockrell School of Engineering, JD and international LLM students in the School of Law, and to other students who indicate a special interest in the topic. Students will work in teams of four or more students from different academic disciplines (geology, engineering, business, and law). To assure an appropriate balance of team members, enrollment is subject to application and approval. Students will learn how to evaluate geologic information made available in a bid round package, analyze the fiscal terms offered by the host government as well as the general economics of the project, analyze the legal regime, determine and quantify the risks associated with an investment, and propose a full cycle CCUS pilot project to the selected government. Each team will present an oral report and prepare a written report to the Board of Directors of the Longhorn Petroleum Corp., consisting of faculty members and guest board members. Both the shorter oral and longer written reports will evaluate risks and designs of the projects, propose a competitive bid, including an exploration plan and a preliminary plan explaining the pilot CCUS project, projecting costs, and proposing government incentives to commercialize CCUS.

In this class, students will do a full cycle analysis of a net zero-carbon natural gas development.  This will include technical, financial, and legal analyses of the project including geologic assessment of the resource, development of the production facilities, transportation of the gas to a combined cycle power plant, and capture and sequestration of the emissions.  The country will be specified in the early weeks of the class, but it be a country other than the United States of America. The class is open by application to students enrolled in the McComb’s School of Business MBA program, graduate students in the Jackson School of Geosciences, the Cockrell School of Engineering, JD and international LLM students in the School of Law, and to other students who indicate a special interest in the topic. Students will work in teams of four or more students from different academic disciplines (geology, engineering, business, and law). The students will learn how to evaluate geologic information made available in a bid round package, analyze the fiscal terms offered by the host government as well as the general economics of the project, analyze the legal regime, determine and quantify the risks associated with an investment, and propose a full cycle CCUS pilot project to the selected government. Each team will present an oral report and prepare a written report to the Board of Directors of the Longhorn Petroleum Corp., consisting of faculty members and guest board members. Both the shorter oral and longer written reports will evaluate risks and designs of the projects, propose a competitive bid, including an exploration plan and a preliminary plan explaining the pilot CCUS project, projecting costs, and proposing government incentives to commercialize CCUS.

This is a survey course covering legal issues in health care delivery, health insurance financing, and the responsibilities of health care professionals to patients. Students will be introduced to the legal and policy considerations that have shaped the relationships between providers (physicians and hospitals), payers (public and private), and patients and how different areas of law have developed when applied to the healthcare industry.  We will consider implications of the Patient Protection and Affordable Care Act and ongoing reform efforts for healthcare law and policy. In addition to presenting essential material for those intending to represent health care providers and payers, serve as health care regulators and policymakers, or advocate on behalf of individuals, the course offers students of all backgrounds an introduction to the legal governance of one-sixth of the U.S. economy. 

This is a survey course covering legal issues in health care delivery, health insurance financing, and the responsibilities of health care professionals to patients. Students will be introduced to the legal and policy considerations that have shaped the relationships between providers (physicians and hospitals), payers (public and private), and patients and how different areas of law have developed when applied to the healthcare industry.  We will consider implications of the Patient Protection and Affordable Care Act and ongoing reform efforts for healthcare law and policy. In addition to presenting essential material for those intending to represent health care providers and payers, serve as health care regulators and policymakers, or advocate on behalf of individuals, the course offers students of all backgrounds an introduction to the legal governance of one-sixth of the U.S. economy. 

This course will be taught entirely online via Zoom.

This is a survey course covering legal issues in health care delivery, health insurance financing, and the responsibilities of health care professionals to patients. Students will be introduced to the legal and policy considerations that have shaped the relationships between providers (physicians and hospitals), payers (public and private), and patients and how different areas of law have developed when applied to the healthcare industry.  We will consider implications of the Patient Protection and Affordable Care Act and ongoing reform efforts for healthcare law and policy. In addition to presenting essential material for those intending to represent health care providers and payers, serve as health care regulators and policymakers, or advocate on behalf of individuals, the course offers students of all backgrounds an introduction to the legal governance of one-sixth of the U.S. economy. 

Health care represents approximately one-sixth of the American economy, as skilled personnel provide life-saving services using advanced technology. But the fairness and efficiency of the health care system remain controversial. Enacted a century after universal health coverage was first proposed in the United States, the Affordable Care Act (aka “Obamacare”) intensified public policy debate rather than resolving it. After years of sustained opposition, the Republican party now seeks to “repeal” and “replace” Obamacare after its victory in the 2016 national elections. But why? And how?

This course considers some of the toughest problems in current health law and policy.  Which countries have the best health care systems, and why? What roles should government play in health care, and what roles should it avoid?  Does the U.S. make too many social problems into medical ones, or too few? What is the best way to support the cost of care for those who are too sick or too poor to afford it themselves?  How can we spend less on health care and get more for our money? To what degree should the future health care system be controlled by physicians? How can individuals and communities become healthier? How can racial disparities in health care and health be reduced? How can the health care system best serve an aging population? What policies would most effectively further innovation? Finally, how has law defined these problems and how can legal change facilitate their solution?

Health care represents approximately one-sixth of the American economy, as skilled personnel provide life-saving services using advanced technology. But the fairness and efficiency of the health care system remain controversial. Enacted a century after universal health coverage was first proposed in the United States, the Affordable Care Act (aka “Obamacare”) intensified public policy debate rather than resolving it. After years of sustained opposition, the Republican party now seeks to “repeal” and “replace” Obamacare after its victory in the 2016 national elections. But why? And how?

This course considers some of the toughest problems in current health law and policy.  Which countries have the best health care systems, and why? What roles should government play in health care, and what roles should it avoid?  Does the U.S. make too many social problems into medical ones, or too few? What is the best way to support the cost of care for those who are too sick or too poor to afford it themselves?  How can we spend less on health care and get more for our money? To what degree should the future health care system be controlled by physicians? How can individuals and communities become healthier? How can racial disparities in health care and health be reduced? How can the health care system best serve an aging population? What policies would most effectively further innovation? Finally, how has law defined these problems and how can legal change facilitate their solution?

In this course we will examine the nature of disease and its impact on developing and developed societies. We examine the potential security threats posed by diseases like COVID 19 and investigate how nations respond to those threats.  We will review the demographic, economic, political, and social costs of illness for individuals across the life course, institutions, governments, nations, and the world as a whole.  We will learn how disease spreads and how organizations such as the Centers for Disease Control and Prevention (CDC), the World Health Organization (WHO) and other national and multilateral organizations respond to diseases that do not respect national borders. The class will follow a fairly standard seminar format and consist of readings with group discussion and presentations related to specific areas of health and global security.

In this course we will examine the nature of disease and its impact on developing and developed societies. We examine the potential security threats posed by diseases like COVID 19 and investigate how nations respond to those threats.  We will review the demographic, economic, political, and social costs of illness for individuals across the life course, institutions, governments, nations, and the world as a whole.  We will learn how disease spreads and how organizations such as the Centers for Disease Control and Prevention (CDC), the World Health Organization (WHO) and other national and multilateral organizations respond to diseases that do not respect national borders. The class will follow a fairly standard seminar format and consist of readings with group discussion and presentations related to specific areas of health and global security.

In this course we will examine the nature of disease and its impact on developing and developed societies. We examine the potential security threats posed by diseases like COVID 19 and investigate how nations respond to those threats.  We will review the demographic, economic, political, and social costs of illness for individuals across the life course, institutions, governments, nations, and the world as a whole.  We will learn how disease spreads and how organizations such as the Centers for Disease Control and Prevention (CDC), the World Health Organization (WHO) and other national and multilateral organizations respond to diseases that do not respect national borders. The class will follow a fairly standard seminar format and consist of readings with group discussion and presentations related to specific areas of health and global security.

This course examines the security challenges posed by disease in different nations and regions of the world.  After the Second World war the availability of antibiotics led many to believe that we could develop magic pharmaceutical bullets for all diseases.  The introduction of anti-psychotic and anti-depressant treatments in the 1950s promised cures for serious mental and emotional illness.  Newer versions of those treatments are constantly being developed.  During the 20th Century life expectancy at birth and at older ages increased rapidly in all nations, although significant differences between the developing and developed nations persist.

Although modern medicine has been fabulously successful at treating and even curing acute disease, our initial hope that bacteria, viruses, and fungi could be completely defeated today seems naive.  COVID-19 is only the most recent reminder that we cannot become complacent.  Other disease such as Ebola, Marburg, Chikungunya virus, West Nile, and Hanta viruses are only a few of the diseases with high mortality rates that plague Humanity.  Each year we are introduced to new viruses that arise from animal reservoirs.  Although antibiotics led us to become confident that we could defeat bacterial illnesses, drug resistant strains of old killers pose major risks to humanity.  The scourges of Tuberculosis, syphilis, and other killers threaten the lives of millions of people.

The fear of disease has plagued humanity since the beginning.  The Black Death destroyed huge fractions of the nations of Europe on several occasions.  Disease has often changed the course of human history.  The Spaniard’s conquest of Mexico in the 16th Century resulted largely from the fact that they introduced smallpox into a population without immunity.  The Aztec population and empire were largely decimated. 

In this course we will examine the nature of disease and its impact on developing and developed societies.  In a highly urbanized and globalized world diseases that originate in one locality can within weeks and months become global pandemics.  Pandemics, such as COVID 19, pose serious threats to local and national economies, and can exacerbate existing conflicts among different groups.  Illness, then, represents as serious a potential threat to our personal, family, community, and national security as weapons of mass destruction. 

In this class we will examine the potential security threats posed by diseases like COVID 19 and investigate how nations respond to those threats.  We will review the economic, political, and social costs of illness for individuals, institutions, governments, nations, and the world as a whole.  We will become amateur epidemiologists and learn how disease spreads and how organizations such as the Centers for Disease Control and Prevention (CDC), the World Health Organization (WHO) and other national and multilateral organizations respond to diseases that do not respect national borders.

Assignments include a policy issue project (40%), case study analyses (20%), and briefings (20%). Attendance and participation are integral parts of the course and will count towards the final grade (20%). 

REQUIRED READINGS TO BE ASSIGNED

This course will treat selected topics in higher education and law. A recurring issue throughout the course will be the extent to which legal doctrines should be modified, if at all, in light of the arguably unique characteristics of colleges and universities. The course should therefore be valuable not just for students with particular interests in higher education and the law; it should also provide an opportunity for detailed study of various aspects of free speech, due process, affirmative action, and employment discrimination. The course will address the First Amendment rights of faculty and students, the relationship between free speech and academic freedom, campus regulations prohibiting “offensive” speech, affirmative action in higher education, tenure, contractual analysis of academic rights, employment discrimination in higher education, and “institutional” academic freedom.

This course will treat selected topics in higher education and law. A recurring issue throughout the course will be the extent to which legal doctrines should be modified, if at all, in light of the arguably unique characteristics of colleges and universities. The course should therefore be valuable not just for students with particular interests in higher education and the law; it should also provide an opportunity for detailed study of various aspects of free speech, due process, affirmative action, and employment discrimination. The course will address the First Amendment rights of faculty and students, the relationship between free speech and academic freedom, campus regulations prohibiting “offensive” speech, affirmative action in higher education, tenure, contractual analysis of academic rights, employment discrimination in higher education, and “institutional” academic freedom.

Students will dissect the strategy of Brown v Board and other successful and unsuccessful movement cases. These will serve as guides as students work in groups to prepare their own movement litigation. This class will combine research, experiential learning and problem solving. Ideal student groups will have representative knowledge of advocacy, procedure, administrative and legislative practice. Students will argue and defend their pleadings and other strategies throughout the semester. 

This is a course about the ideas, historical developments, and places that shaped American natural resource law and policy. We will read excerpts written by the philosophers that influenced the Founding Fathers, as well as writings by influential Native Americans. We will read about the circumstances that led to the Indian Removal Act of 1830 and the repercussions of the removal process. Through a review of legal cases, regulations, and treatises, and historical events such as the Gold Rush of 1848, completion of the Transcontinental Railroad, and the Homestead Act of 1862, we will examine the historical and legal framework that underlies public lands policy and the extent to which the framework facilitates or impedes the policy changes needed to address modern challenges, such as climate change and the extreme polarization of the American electorate and policymakers. 

The I-35 corridor has a documented history of incising economic, racial, and social division into Austin’s landscape. Its physical design incorporates infamously dangerous features that threaten the well-being of drivers, passengers, pedestrians, and cyclists alike. Limited alternative transit options have contributed to adverse traffic conditions along the route, not least, Austin’s segment of the route.

       I-35 has been due for a comprehensive overhaul for decades. Planning for Austin’s portion of that overhaul is now underway. Will it correct for past deficiencies and improve Austin’s physical and social trajectory or will it do more harm than good? Translated into legal terms, that tangled nest of issues is in litigation right now.

      This Workshop is designed to explore understandings of Austin’s I-35 future pathway through the work of several disciplines on campus, through the citizens’ campaign that has formed up around the I-35 overhaul, through current politics, and through law. Further perspectives will be offered through the experiences of other cities’ efforts to grapple with major highway problems—and the scarred landscapes that, like Austin, these cities have had to confront.

       The course will be offered for 1 credit, pass/fail. It will meet for two and a half weeks on Thursdays and Fridays during February. Students, drawn from several academic units on campus, will be expected to participate actively and will give oral reports at the final class. 1L students are encouraged to join the pool of law students and apply.

In this course you will learn, from organizational meeting through opening trades on the stock exchange, the roles of the company, investment banks and law firms as well as the SEC process, documentation and securities laws involved in completing Initial Public Offerings (“IPOs”). The class will follow the actual SEC filings and IPO documents for New Fortress Energy (NASDAQ: NFE) and Sunnova Energy International (NASDAQ: NOVA), both leading energy transition IPOs completed in 2019.  Both companies remain publicly listed and are often in the news. In addition to NFE and NOVA, the course will include drafting assignments for the hypothetical initial public offering of “LUMI” a transition energy IPO featured in Season 3 of the Max series Industry with Kit Harrington in the role of LUMI’s Chief Executive Officer, Sir Henry Mack.

For new attorneys concentrating on transactional work, IPO assignments are one of the best sources of training for capital markets, private equity, and M&A practices – IPOs serve as a “Rosetta Stone” for the practical application of federal securities laws, providing a crash course into a broad range of disclosure requirements applicable to all publicly traded companies. Private equity firms see IPOs as one of two basic paths for realizing returns for their investors. Public M&A filings are likewise fueled by these disclosure rules and related concepts. Finally, you will also gain insight to the financial importance of IPOs and public company practice to law firm economics.

This is a course in the substantive law regulating immigration to the United States and the regulation of non-citizens in the United States. Topics covered include the constitutional basis for regulating immigration, the roles of federal agencies in immigration adjudication, the immigration and removal (deportation) process, entry, relief from removal, general regulation of non-citizens, the refugee and asylum processes, and new developments. Students should expect to participate in in-class discussions and exercises. The final exam will be open book. LLM students will be required to take the exam; there will be no paper option.

This is a course in the substantive law regulating immigration to the United States and the regulation of non-citizens in the United States. Topics covered include the constitutional basis for regulating immigration, the roles of federal agencies in immigration adjudication, the immigration and removal (deportation) process, entry, relief from removal, general regulation of non-citizens, the refugee and asylum processes, and new developments. Students should expect to participate in in-class discussions and exercises. The final exam will be open book. LLM students will be required to take the exam; there will be no paper option.

TEXTBOOKS:

Immigration and Nationality Laws of the United States : Selected Statutes, Regulations and Forms 2022 *    Aleinikoff, T., Martin, David, Motomura, Hiroshi, Fullerton, Maryellen, and Stumpf, Juliet    West Academic , edition: 2022    ISBN: 978-1-63659-890-1    

Immigration and Refugee Law and Policy *    Legomsky, Stephen, Thronson, David, Legomsky, Stephen H., and Thronson, David B.    West Academic , edition: 7    ISBN: 978-1-64020-734-9

This is a course in the substantive law regulating immigration to the United States and the regulation of non-citizens in the United States. Topics covered include the constitutional law aspects of the immigration and removal (deportation) process, entry, conduct of hearings, relief from removal, general regulation of non-citizens, and new developments. In addition, the refugee and asylum process will be discussed. The final exam will be open book. LLM students will be required to take the exam; there will be no paper option.

This is a course in the substantive law regulating immigration to the United States and the regulation of non-citizens in the United States. Topics covered include the constitutional law aspects of the immigration and removal (deportation) process, entry, conduct of hearings, relief from removal, general regulation of non-citizens, and new developments. In addition, the refugee and asylum will be discussed. The final exam will be open book. LLM students will be required to take the exam; there will be no paper option.

The 27930 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 27931 section of this course, which is identical but web-based.

This is a course in the substantive law regulating immigration to the United States and the regulation of non-citizens in the United States. Topics covered include the constitutional law aspects of the immigration and removal (deportation) process, entry, conduct of hearings, relief from removal, general regulation of non-citizens, and new developments. In addition, the refugee and asylum will be discussed. The final exam will be open book. LLM students will be required to take the exam; there will be no paper option.