Course Schedule

An introductory course on the law of contracts. This course takes up basic questions about the common law principles governing the formation, interpretation, performance, and enforcement of contracts, as well as the basic remedies for their breach.

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 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).

Promulgation, interpretation, and administration of substantive laws of crime; constitutional limitations and relevant philosophical, sociological, and behavioral science materials.

This is a course about substantive criminal law. We will be discussing what conduct should and should not be considered a crime as well as how we define various crimes. We will spend considerable time reading and learning how to interpret statutes.

This course addresses the constitutional limits on police investigations. It focuses primarily on the Fourth Amendment law governing searches and seizures, as well as on the constraints that the Fifth and Sixth Amendments impose on police questioning. Topics include the meaning of the terms “search” and “seizure” (especially in an era of electronic surveillance); the warrant requirement and its many exceptions; the rules governing stop-and-frisk and police use of force; the rules governing police interrogations (including the rights to remain silent or to have a lawyer present); and the available legal remedies for constitutional violations. The course will be graded on a letter-grade basis for all students and will satisfy the constitutional law II requirement. Grades will be based upon an open-book, in-class final exam.

This course focuses on the intersection between criminal and immigration law, providing both theoretical and practical understanding of the impact of criminal conduct on immigration status. We will explore specific grounds of deportation and inadmissibility related to criminal conduct and the impact of criminal history on relief available under immigraiton law. We will analyze the laws, policies and constitutionality of immigration enforcement including mandatory detention resulting from interaction with the criminal legal system. In addition, we will consider recent federal and local policies regarding policing noncitizens and their effectiveness and impact on the immigrant and broader community. Outside speakers will be invited. Faculty approval is required to enroll in the class-- see prerequisite above. Grading is pass/fail based on attendance, participation and completion of required reflection memos and other assignments.

In recent years, public education has taken on a significance in the nation’s dominant political discourse not seen in a generation. The truth of this can be seen in the increased attention public education has received in our state and federal courts. This course will explore contemporary case law governing the administration and role of public education in the United States, with a focus on First Amendment rights, the various stakeholders in public schools and the pressure points of conflict that have emerged between them. We will also discuss the future of public education and the various options for future education law policy in a field where every day might present a new Constitutional question.

This course is a deep dive into a broad range of legal and policy issues associated with cybersecurity. It is intended as a comprehensive introduction to the nature and functions of the various government and private-sector actors associated with cybersecurity in the United States, the policy goals they pursue, the issues and challenges they face, and the legal environment in which all of this takes place. The course is the cornerstone of the Strauss Center's "Integrated Cybersecurity Studies" program, which is a Hewlett Foundation-funded project to increase interdisciplinary education relating to cybersecurity. Anyone interested in the course might also be interested in the Center's "Cyber Fellows" program, which you can explore here. The course also counts as the cornerstone for the LLM program's cybersecurity concentration, as well as for a planned graduate portfolio in cybersecurity studies. No technical background is required or assumed. Graduate students from across the campus are encouraged to enroll, too, as you do not have to have prior legal or policy knowledge. In recent years, the class has drawn a substantial number of law students and LBJ students, as well as cohorts from computer science, engineering, the iSchool, and McCombs. To get a full sense of the course, check out the free course eBook, which Prof. Chesney wrote specifically for the course. You can find it here (an updated version will be available before the course begins). These materials have been shared and adopted widely around the nation.

This course will examine the correct (useful) way to define the concept "the impact of a choice on economic efficiency," the economically-efficient approach to take to predicting or postdicting the economic efficiency of any private or governmental choice, the relevance of the economic efficiency of a choice to its justness or moral desirability (rights-considerations aside), and the relevance of the economic efficiency of an interpretation or application of the law to its correctness as a matter of law. The course will also criticize canonical writings that articulate or manifest conclusions on these matters that differ from the Lecturer's. Although several weeks of the course will be devoted to the definitional and relevance issues, the majority of the course will address the economically efficient way to predict or postdict the economic efficiency of a choice in an economy that inevitably contains large numbers of Pareto imperfections of all types and uses resources in a large number of ways. More specifically, the course will consider in detail the negative implications of The General Theory of Second Best for the way in which economists approach economic-efficiency analysis and develop and apply a so-called distortion-analysis approach to economic-efficiency analysis that the Lecturer believes responds defensibly to the interconnections whose importance Second-Best Theory highlights. No background in economics, moral philosophy, or jurisprudence will be presupposed, though students without such backgrounds will have to work harder in the sections of the course to which these fields are relevant. There will be a mid-term as well as a final examination.

This course explores emerging issues in sexuality, gender identity, and the law. We will study and discuss the constitutional, statutory and common law that impacts the lived experience of LGBTQ+ people and people living at the intersection of LGBTQ+ identities, including people who are living with a disability, people who identify as BIPOC, and undocumented/under-documented immigrants.  We will also discuss how civil rights organizations are using impact litigation, public policy and education to ensure equality and access to equal opportunities for LGBTQ+ people in society.  The course will conclude with a mock litigation exercise.

This interdisciplinary course will introduce students to the legal, business, and technical facets of energy development and entrepreneurship. The course is structured around five potential development sites—two wind development projects (a coastal and a north Texas site), a west Texas solar project, and two natural gas combined-cycle plants (a new combined heat and power plant in Houston and a conventional plant in San Antonio). The key stages of project development will be covered, including site selection, life cycle analysis, due diligence, permitting, contracting, and financing. The case studies are designed (1) to provide real-world conditions for understanding project development, (2) to allow students to engage in practical problem solving, and (3) to enable government policies to be evaluated in context. Course work will be complemented by regular discussions with leading experts in the utility and renewable-energy sectors. Students will work in interdisciplinary teams of graduate students from law and business to develop a project proposal based on a mix of renewables and natural gas generation. In addition to short exercises during the semester (e.g., permitting negotiations, financial modeling), each student team will prepare a project prospectus and presentation on the business and legal aspects of their project proposal. The course will culminate with each team presenting their proposal to a corporate investment panel, which will be made up of local energy experts. Course evaluation will be based on class participation, a mid-semester project memo, and the final team presentation and project prospectus.

This course will explore the rules and principles governing the proof of facts in the courtroom, with special focus upon the Federal Rules of Evidence. Planned topics include relevance, hearsay, the Confrontation Clause, character evidence, impeachment and rehabilitation of witnesses, the best evidence rule, lay and expert opinion, and objections practice.

This course combines all the traditional knowledge and theory of a traditional evidence class but adds the layer of applying the rules in practice. Students practice arguing evidentiary motions, have weekly application exercises and explore issues of memory, false confessions, digital evidence and the future of evidence and technology. This course is for students who intend to practice civil or criminal litigation and want a deeper understanding of how judges interpret the rules and how lawyers use the rules to their advantage. Students who have taken Evidence may not take Evidence for Litigators.

This course provides an overview of the legal regulation of intimate relationships. Substantial time is devoted to the incidents of divorce (including property division, spousal support, child support, and custody), and the regulation of prenuptial and postnuptial agreements. The course will also cover issues related parenthood, alternative reproductive technologies, and same-sex marriage.

Federal Courts is about the role and power of the federal courts in the federal system. This Federal Courts class places special emphasis on the doctrines and policies that shape and limit the power of the federal district courts. Topics include (1) federal question and diversity jurisdiction, (2) the Erie problem, (3) federal common law, (4) justiciability, (5) suits challenging official action, and (6) the law governing the coordination of state and federal court jurisdiction.

Federal Income Taxation (FIT) presents an overview of the federal income tax, mostly as it applies to individuals. The aim of the course is to present the fundamental principles and policies underlying the federal income tax and to convey the style and flavor of tax law thinking. As a survey, FIT will touch on all the major issues, such as what is gross income, what expenditures are deductible, what is the appropriate taxable unit, what is the function of "basis," and what is the appropriate timing of income and deductions. Specific topics that will be covered in reasonable depth include: the definition of gross income, including the specific inclusion and specific exclusion provisions, business and investment expense deductions, the exclusions for gifts, bequests, and recoveries for personal injuries, income attribution, the taxation of the family (including divorce taxation), the tax treatment of loans, capital expenditures, methods of capital recovery, capital gains and losses, tax-free exchanges, and various tax policy issues (including horizontal and vertical equity, economic efficiency, optimal tax theory, the tax expenditure concept, and a comparison of an income tax base with a cash flow consumption tax base). The grade for this course will be based entirely on a final, open book examination. Required Textbooks: (1) Joseph M. Dodge, J. Clifton Fleming, Jr., Francine J. Lipman & Robert J. Peroni, Federal Income Tax: Doctrine, Structure, and Policy (Carolina Academic Press 5th ed. 2019)—ISBN 978-1-5310-1311-0 (2) Federal Income Tax—Code & Regulations—Selected Sections, Robert J. Peroni, Coordinating Editor (Wolters Kluwer/CCH 2025-2026 ed.) OR Selected Federal Taxation Statutes and Regulations, 2026, Daniel J. Lathrope (West Academic 2025) Recommended Textbooks (Optional): (1) Marvin A. Chirelstein & Lawrence Zelenak, Federal Income Taxation (West Academic/Foundation Press) (Concepts and Insights Series) (2) Donald B. Tobin & Samuel A. Donaldson, Principles of Federal Income Taxation (West Academic) (Concise Hornbook Series)

The class is designed for law students of all interests, including those who are undecided and those who are focused on a particular area such as litigation, public interest law, family law, regulatory work, criminal law, or business law. Financial Methods for Lawyers covers time value of money, expected value decision making, and investment in enterprises. It also covers the basic financial statement components: balance sheets, income statements and cash flow statements. The class is only available on a pass/fail basis. It is designated as a skills course. Students earn points toward a passing grade through online quizzes, Excel spreadsheet and other exercises, and regular attendance.

This course examines the constitutional and legal framework governing governmental investigations, with a particular focus on congressional investigative powers–both over the private sector, and over the executive branch. Students will explore the separation of powers doctrine as it applies to investigations and the inherent tension it creates between the executive and legislative branches, the scope and limits of congressional oversight, executive privilege, and the investigative authority over private entities. Through analysis of landmark cases, practical applications, and case studies of major congressional investigations, students will gain a sophisticated understanding of this complex, growing, and evolving area of law. Students will be evaluated based on research and writing assignments of modest length, in-class exercises, and class participation.

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 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.

America incarcerates people at a rate higher than most countries in the world and those incarcerated are disproportionately low-income and from communities that have been historically neglected and oppressed. Course materials will examine how the socio-economic and racial disparities in the population of people incarcerated in America reflects this country’s history of poverty, slavery, and segregation. The course will cover several theories about the drivers of mass incarceration and the legal and philosophical foundations of public defense. This course will explore theoretical, philosophical, and practical elements of indigent criminal defense, exploring questions such as: How do criminal justice theory and practice interact? What can an individual lawyer do to further her client's interests within this context? What is the role of the public defender in criminal justice reform? How does a public defender maintain the long view on mass incarceration and socio-economic and racial inequalities in the criminal justice system while advocating for her individual clients? What roles and tools are available, besides line public defense, for future lawyers to fill and utilize in enacting the promise of Gideon? Weekly reading assignments will explore these topics and students will be required to discuss their reflections during class discussions.