Course Schedule

The course covers the basic elements of copyright law. Special emphasis will be put on the interaction of copyright law with various new technologies including the Internet. In addition to the relevant legal doctrines, the class will survey policy considerations and the normative justifications--economic and others--that underlie these doctrines.

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

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

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

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

The 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). 

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%

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 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.

This course, sometimes referred to as "policing," explores constitutional limits on criminal investigation. It focuses primarily on the Fourth Amendemnt law governing searches and seizures, and on the Fifth and Sixth amendment law governing law enforcement questioning. Fourth Amendment topics include the meanings of "search" and "seizure," the warrant requirement, warrant exceptions, the exclusionary rule, and other limits on remedies. Fifth and Sixth Amendment topics include Miranda violations, and center on police interrogation and lineups. 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 final examination. 

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. Application and faculty approval are required to enroll in the class. The application is available through Student Affairs. Grading is pass/fail based on attendance, participation and completion of required reflection memos and other assignments.

This class will introduce students to the intersection of blockchain technology, law, and policy. This entails a brief overview of blockchains and cryptocurrencies, as well as some of their most popular applications (DeFi, NFTs, etc) - students need not know anything about these technologies (or any technology) in advance. Students will also learn about: (1) the role of various regulators like the SEC and the Treasury Department, and how those regulators might think about cryptocurrencies; (2) the idea of code as a regulating force; and (3) the national security and foreign policy implications of cryptocurrencies. This class is designed to expose students to the breadth of issues coming out of blockchain technology, and will be focused on discussion rather than lecturing or presentations. 

The past two years have highlighted the growing cyber threat to entities of all types: corporations, hospitals, government institutions and small businesses, to name a few.  The day that attack comes is nothing short of a crisis, requiring all the right teams to assemble and navigate the obstacles such an attack may present.  Cyber response was once thought as the province of the information security department, but it has grown to include leaders from key departments such as law, human resources, public relations, business teams, compliance, risk, and privacy.  Additionally, vendors, such as a technical incident response firm and a crisis communications firm must be identified and engaged to help supplement existing resources.  This is the time for legal counsel to shine, as the lawyer's role is central to many of the most critical workstreams.    This practical skills course will provide an in-depth review of incident response and counsel's role.  Students will partake in a tabletop exercise to kick off the course and identify the areas of incident response.  Subsequent sessions will review each area through group discussions in a small-class setting.   Guest speakers will include seasoned incident response experts from the FBI or Secret Service, crisis communications firms and regulators.

This course will provide an overview of cyber risk management concepts and techniques, and then provide a tangible deep-dive into real-world examples and scenarios. This will be a collaborative and case-based class over the course of the semester. We will walk through a set of risk identification, risk assessment, and risk management for case studies. Discussions will include an overview of cyber risk management frameworks, relevant regulations, and available tools. We will cover the latest thinking in risk-based assessments, including reporting audit issues, and designing internal controls. We will then cover risk management with governance models including the three lines of defense, and risk management techniques.

This overview course will principally focus on the Americans with Disabilities Act (ADA), the most important federal law prohibiting discrimination against individuals with disabilities. We will discuss the ADA’s place in the disability-rights and disability-justice movements, and its analytical relationship with the Civil Rights Act of 1964 and with the antidiscrimination provisions in the Rehabilitation Act of 1973. We will also explore the Act’s definition of disability (including the subsequent ADA Amendments Act of 2008), and the provisions outlawing discrimination, and requiring accommodations, by employers (Title I), government services and programs (Title II), and private businesses (Title III). To sample the breadth of the ADA, we will discuss the Supreme Court’s Olmstead decision guaranteeing community integration, as well as the ADA’s application in the contexts of, e.g., education, housing, healthcare, the criminal legal and carceral systems, immigration, and technology.

This course will provide an in-depth examination of the battered women’s movement and its impact on the legal system’s response to domestic violence. We begin with law and the social context of battering, including how the experience of abuse and the response to abuse is shaped by race, cultural identity, economic status, sexual orientation, and disabilities. Criminal law aspects are addressed within the role of protective orders, prosecution, and defense (including self-defense for victims and ethical representation of batterers). We next view how civil family law recognizes domestic violence in custody, divorce, visitation, and child protection matters. Among other topics, the course will examine specialized areas of the law, which include tort liability for batterers and third parties (police, employers, etc.) and federal remedies under the Violence Against Women Act. The class will discuss emerging issues like violence against women as a human rights violation and evolving sexual assault laws to identify the challenges of theory vs. practice. The focus of the class is to examine current gaps and barriers in the legal response to intimate partner violence and propose systemic change through a social justice lens.

This challenging 3-hour course covers the hottest topics in litigation today: electronic discovery and digital evidence. Evidence is information, and nearly all information is created, collected, communicated and stored electronically. Thus, the ability to identify, preserve, interpret, authenticate and challenge electronically stored information is a crucial litigation skill. This course will seek to reconcile the federal rules and e-discovery case law with the sources, forms and methods of information technology and computer forensics. Students will deeply explore information technology, learn to "speak geek" and acquire hands-on, practical training in finding electronic evidence, meeting preservation duties, guarding against spoliation, selecting forms of production, communicating and cooperating with opposing counsel and managing the volume and variety of digital evidence and metadata. With an emphasis on understanding the nuts and bolts of information technology, the course teaches practical considerations, tips and tools as well as pivotal case law that has shaped this area of the law and the electronic discovery industry as a whole. No background in computing or technology is required to succeed. If you have questions about the course to decide if it's for you, I can be reached via email as craig@ball.net or by phone at 713-320-6066.

Evaluation is based on five self-administered, timed quizzes administered via Canvas at roughly two week intervals. There are also weekly written homework exercises and a conventional proctored final.

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.

Two top litigators teach practical skills and tips on everything from social media to managing massive discovery.  If it's new in litigation they know it. We will be discussing the use of technology in all aspects of litigation, including virtual trials and hearings.

In this advanced property-law class, you will learn about eminent domain—the power of the government (and those with its delegated authority) to take private property and convert it into public use in exchange for paying just compensation to the property owner. Most lawyers get just one or two days of class about eminent domain in law school. This course aims to fix that shortcoming.

The subject is fascinating as a matter of theory, as it deals with the power of a tribe (the community) to take property away from its members. And eminent domain is becoming more and more important in practice. Take Texas, for example. The Lone Star State is home to eight of the nation’s 15 fastest-growing cities and boasts five of the top 10 cities in the total number of new residents. The need for infrastructure has skyrocketed, both to accommodate the explosive population growth and to support Texas's ever-expanding oil-and-gas industry. In light of these developments, we as a community need to work out how to deal with growth while still honoring constitutional values and individual rights.

Class discussions and reading assignments will explore whether the current eminent domain framework in the U.S. properly protects property owners and the public. The subject is generally divided into two interrelated parts: (1) the origins of eminent domain, public use, and public necessity and (2) “just compensation," including evidentiary and procedural issues that arise in disputes about compensation. Throughout, the class will explore the relationship between theory and practice.

This course explores the law surrounding the relationship between employers and individual employees, focusing primarily on the following areas: (1) Distinctions between “employees” and other types of workers, and why they matter; (2) The "default rule" of employment-at-will and the ways it can be modified; (3) Statutory and common law exceptions to at-will employment, including whistle-blowing, public policy and tort exceptions; (4) Employee privacy & drug testing issues; (5) The additional rights and responsibilities of government employees (e.g., free speech & due process rights, limitations on political rights); (6) Laws protecting employees from discrimination on the basis of protected characteristics (e.g., race, national origin, sex, sexual harassment, age, disability), and their enforcement schemes; (7) The Fair Labor Standards Act (FLSA) and its minimum wage & overtime premium protections; (8) The Family Medical Leave Act (FMLA) and its protections for employees with serious health conditions; and (9) A look at employees’ duties to their employers, including the duty of loyalty, duties involving trade secrets, and obligations not to compete. Please note that Employment Law is distinct from Labor Law, which generally governs the relationship between employers and labor unions representing their employees, dealing with topics such as collective bargaining, strikes, labor contract enforcement, and similar matters.

TEXTBOOKS:

Employment Law, Cases & Materials, Willborn, Schwab, Burton & Lester (7th Ed.)

Selected Federal and State Statutes, Willborn, Schwab, Burton & Lester

 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, business, and engineering 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., negotiations, financial modeling, technical analysis), each student team will prepare a project prospectus and presentation on the technical, 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 preliminary project memo, and the final team presentation and project prospectus.