Course Schedule

 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.

Title:  Energy Finance and Transactions

Catalogue Description:  Highly relevant for any lawyer in energy or finance practice, this course will immerse students in practical business and legal concepts inherent in oil and gas financing by teaching a working knowledge based on actual loan documents relevant to financial and M&A transactions. Through discussion of actual loan provisions, the class will demonstrate how the client’s business concepts are manifested in the financing documents drafted by lawyers.  In addition, the course will provide a historical context of the dependent relationship between producers and bankers illustrating the evolution of loan documentation from the early beginnings of the US oil industry through current times.

This course will provide students a head-start on their transactional legal training by providing students with useful knowledge on energy transactions and financing documentation. Students will learn the basic architecture of financing documents, and, importantly, learn the legal and business issues and historical foundation behind the provisions. The professors, who collectively have over 60 years of energy lending experience, will also provide their insight on energy lending negotiation strategy. In addition to class participation and the final exam, students will complete a short client memorandum on a topic of their choice related to the energy finance transactions.

Grading: Students will be graded on class participation (20%), client memorandum (30%) and final exam (50%).

The final exam will be a timed, short answer open-book format exam.

Prerequisites: 1L contracts and property. The professors are accustomed to training associates with no exposure to oil and gas or finance.

Credit Hours:  Two hours.

Proposed Schedule:  12 weeks, consisting of 12 two-hour classes. 

Learning Outcomes:  Students will gain an understanding of basic principles of energy lending and energy transactions, and how those principals are embodied in loan documentation.  In addition to the practical substantive knowledge, students will gain insight into a career path.  This course is tailored for students interested in pursuing a career in sophisticated energy transactions of all types.  Students who have already chosen this career path will be better prepared, having completed part of the training of a first-year associate.

This course examines in detail the regulatory regimes governing the sale and delivery of energy in American energy markets. Students will develop a working understanding of electricity and gas markets, how federal and state regulatory commissions regulate price and competition in those markets under the Federal Power Act, the Natural Gas Act, and analogous state laws. We will also address topical issues associated with the rapid technological and economic changes underway in the electricity and gas markets, including the effects of the rapid growth in renewable generation, disputes over the pricing and regulation of distributed energy resources (such as rooftop solar or demand response), the move toward increasing competition and market pricing, legal rules governing the siting of natural gas and electric transmission lines, and more. This class will be based in the Law School, but also open to students from the McCombs School, the Jackson School, and the LBJ School, and will mix traditional lecture and discussion with small group work in multidisciplinary teams. This is a companion course to (but not a prerequisite for) Energy Law: Regulating Energy Production.

The TVL Energy Ventures Practicum is an opportunity for teams of law students, business students, policy students, and technologists to build up skills, capabilities and contacts to create a new venture in the energy sector. Objectives of the class are to provide a framework for commercializing innovations in the energy sector, and the tools that entrepreneurs need to frame and build businesses for this purpose.

This course will begin with an introduction to pollution control, the common law antecedents, and early statutory developments. The remainder of the course will be devoted to an intensive study of the Clean Air Act and the Clean Water Act. The student will become familiar with the substantive provisions of those statutes and will gain a knowledge of how the statutes are implemented by the United States Environmental Protection Agency and the relevant state agencies. In addition, the course will expose the student to scientific and engineering concepts relevant to regulating the "conventional" air and water pollutants.  Finally, the course will examine ongoing regulatory attempts to address climate change under the Clean Air Act and the prospect for climate change legislation.

This 3 credit course examines the regulation of toxic substances in both the common law and federal regulations. The course focuses on the federal regulatory programs governing different types of toxics problems. These programs include: a) statutes regulating toxic products (the Occupational Safety and Health Act; the Safe Drinking Water Act; the Toxic Substances Control Act; the Federal Insecticide, Fungicide and Rodenticide Act; and the Consumer Protection Act); b) statutes regulating the continuous release of pollutants through normal operations (the Occupational Safety and Health Act; and the Clean Air and Water Acts); and c) statutes regulating waste disposal (the Resource Conservation and Recovery Act and the Comprehensive Environmental Response Compensation and Liability Act (Superfund)). The course then explores the enforcement of these regulatory programs, including the use of citizen suits and environmental justice claims. The course concludes with an examination of the vital role that state law and tort litigation play in the shadow of these extensive federal regulatory programs. The basis of evaluation will be a 24 hour, open book examination. Prerequisite: None

A course on the Federal Rules of Evidence, with an emphasis on the application of the rules in court. 

4 hour course covering both the Federal and Texas rules of Evidence with emphasis on application of the rules in litigation. Topics include include relevance, hearsay, the Confrontation Clause, character evidence, impeachment and rehabilitation of witnesses, the best evidence rule, lay and expert opinion, and privileges.

The course will contribute to successful and effective practice as an in-house counsel and explore similarities and differences between in-house and outside legal practice.  Topics covered may include: evaluating in-house opportunities; transitioning to an in-house role; the relationship between in-house counsel and their internal clients; staffing and interacting with the board of directors, in-house counsel's role in adding value to his/her organization; advising and counseling clients; selecting and managing outside counsel; and an ethical challenge pertinent to  in-house counsel.

This course will be highly interactive with frequent breakout groups.  There will be very little duplicative material with Special Topics in In-House Practice, also offered this semester.

From the unique and complex legal issues arising out of SB8 to the late Anna Nicole Smith’s quest for her husband’s fortune; from unprecedented congressional alteration of federal jurisdiction with regard to class actions, bankruptcy, large-scale accidents, and immigration law to the courts’ own mounting internal struggles with an ever-expanding caseload; and from the political idiosyncrasies of the Terri Schiavo case to the availability of domestic courts to litigate international human rights abuses, the study of federal courts has an importance and significance today unmatched in generations. As a field, Federal Courts is principally about judicial power, including the full constitutional extent of that power, the constitutional and sub-constitutional limits on that power, and how that power is exercised by the federal courts to protect the separation of powers and other fundamental constitutional ideals. Thus, rather than studying a particular body of law, our focus in on a particular actor — the federal judiciary in general, and the “Article III” courts, in particular. To that end, our topics will include, among others, the constitutional scope of the jurisdiction of the federal courts (and Congress’s power to constrain that jurisdiction); the legal authority for, and substantive limits on, non-Article III courts; military tribunals and the war on terrorism; the jurisdictional interplay between state and federal courts; the complicated and somewhat convoluted field of “federal common law”; the availability of (and scope of sovereign and official immunity from) suits challenging state and federal official action; judge-made doctrines based on federalism and principles of comity that otherwise limit the exercise of federal jurisdiction; and the procedural minefield that is federal habeas corpus for state prisoners. Whereas our study of each issue is, in many ways, primarily interested in the history and structure of the federal judicial system, these topics necessarily include within their sweep fundamental questions about the proper horizontal separation of powers between the political branches and the judiciary, the proper vertical separation of powers between federal and state courts, and the structural and individualized constitutional issues raised by any of the relevant actors’ attempts to alter the historical balance.

This is a one-semester three-unit course about substantive federal criminal law. This course will detail the prosecution and defense of criminal offenses in federal court, focusing on the more frequently employed and complex areas, and on current hot topics. Class time will be devoted to mail, wire, bank, and health care fraud, public corruption, money laundering, administration of justice offenses, the Controlled Substances Act, immigration offenses, and terrorism and weapons offenses. Students will be alerted to the manner in which federal sanctions can be employed against lawyers, banks, and corporations, and the bases of federal criminal jurisdiction. If time permits, we will review the federal plea bargaining and sentencing systems. Your grade will be based primarily upon a floating open-book essay exam, and in small part upon class participation.  If we have no more than 14 students, the grade in this class will not be on a curve, and you will be required to complete at least one in-class group project. Second-year students interested in the United States Attorney’s Office or Federal Public Defender's Service internships for their third year should consider taking this class first. This class does not significantly overlap with my Advanced Federal Criminal Prosecution & Defense seminar, Judge Pitman's Fed. Crim. Law seminar, or Mr. DeGuerin's Adv. Fed. Defense seminar.

This course examines the federal wealth transfer tax system, including the estate and gift taxes; in particular, their application to a wide variety of gratuitous transfers, both lifetime and testamentary. In the case of the gift tax, it considers the concept of a "transfer of property by gift," complete and incomplete transfers, the annual exclusion, and gift-splitting. In the case of the estate tax, it considers the concept of "gross estate," including interests still owned at death, property transferred during life subject to retained interests or powers or in contemplation of death, property subject to powers of appointment, jointly owned property, life insurance, and annuities and employee death benefits. As to both the gift tax and the estate tax, it focuses heavily on the marital and charitable deductions, the unified credit, and problems of valuation. Throughout, it relates the material under consideration to basic, and sometimes not-so-basic, estate planning, including the creation of trusts, both revocable and irrevocable. Prerequisite/Co-requisite: Wills & Estates. FIT is NOT a prerequisite. Related Course Areas Property, Tax

Federal Income Tax covers basic principles of the federal income tax, including but not limited to the basic structure of the federal individual income tax. The primary objectives of the course are to familiarize you with those substantive principles; to introduce you to the format and content of the Internal Revenue Code, as well as related Treasury regulations, IRS guidance documents, and case law concerning basic federal income tax matters; and to give you experience working with a complicated statutory and regulatory scheme to resolve legal questions.

Textbooks:

J. Martin Burke & Michael K. Friel, Taxation of Individual Income (13th ed. 2023, Carolina Academic Press), ISBN: 978-1-530-2507-6        

Optional Statutory Supplement: Daniel J. Lathrope, Selected Federal Taxation Statutes and Regulations (2024 ed., West Academic Publishing), ISBN: 979-8-88786-000-8

The tools of net present value, internal rate of return. implicit tax and expected value, using Excel and high- school algebra, yield important insights for tax planning and tax policy. They are important parts of a client’s concerns and lawyer’s skills but often not taught to nor thought about by lawyers. The insights are often critical of current standard tax planning by important actors and critical of current tax policy. Professor Johnson’ s scholarship has striven for a fair and efficient tax base without loopholes and that will show up in the course.

This course will use excel to compute, e.g., whether you would want to form a new business as a corporation or as an entity that does not pay corporate tax, whether an executive will want to use deferred compensation or current compensation, whether an executive will want to pay tax on stock options early to transform later gains into capital gains. The course will look at swaps and some derivatives.

In tax policy, the analysis implies that adjusted basis (the nondeductible part of an investment) should always be fair market value, that is net present of future cash flows to be consistent with our tax treatment of debt.

The course will teach excel financial analysis functions from scratch if you need it.

There will be a 3- 5 page paper using algebra and/or excel, extending or challenging a discussion in class, or some other tax issue we do not cover. There will be an exam conducted in the computer lab with access to excel for the full exam.

Federal income tax is not a prerequisite, but might be helpful. Algebra, at least through high school level, is a prerequisite and critical almost every day.

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 new one-credit offering will explore topics related to the accelerating food and water challenges facing our country, our community, and people all over the globe. These topics are likely to include: climate effects on arable land and irrigation water; rising soil salinity; nutrified water flows; food waste; food labeling; extensive and intensive industrial agriculture, including for animal production; locovorism; food cultures; “novel” proteins; and future foods. Our topics are sure to include the quickening moral demands for justice for animals; a human “right to food”; and a more equitable, healthy, and secure food system for all. With these emergent drivers spinning the wheel of fortune, American food law and policy are being called on to respond. These responses in the teeth (so to speak) of consumer preferences, scientific developments, political pressures, and market movements will provide key reference points for the course. 

We will draw on work being done in food law clinics and food research institutes housed in law schools around the country. Expert guests, some from these settings, will help to shape the workshop experience.

The course design—a “lab” of experiences, ideas, and ideals--is intended to provide an inter-disciplinary offering to law students and those from a variety of other fields.

There is likely to be an optional field trip (or two) and an optional final dinner, off-site, to be prepared by the instructor, possible guests, and members of the class. These extra meetings won’t count (at all) toward a student’s grade in the course. 

Course requirements:

1--The class will meet in four Friday sessions of three hours each. Full attendance is mandatory.

2—For Law students, the course is offered pass/fail.

3—Students from non-Law departments and programs may take the course pass/fail or for one graded credit (available only in cross-listed sections that do not allow pass/fail). The latter option will require the satisfactory completion (no bots allowed) of a research and writing assignment that may be administered on a one-time in-class basis, attendance required, at a time separate from the four class sessions.

This two-credit writing class centers upon the most critical political law controversies that will arise during the course of the 2024 presidential election, from the campaign trail through Election Day! Topics include: the roles and responsibilities of major and minor political parties; campaign lies and election-related misinformation; the influence of — and public transparency around — big money in politics; problems with the electoral college; and the spike in election law litigation generally, including post-election contests. For each issue, students will first learn the relevant foundational law — typically, rooted in the U.S. Constitution and, in particular, guided by the First Amendment. Then, the class will explore modern controversies, drawing heavily from the events of the 2024 election cycle as they unfold and hearing, at times, directly from practitioners.

Students will be evaluated on: (a) their robust participation in class, including debates and hypothetical exercises rooted in real-world dilemmas facing election lawyers and campaign counsel; and (b) a series of 4-5 page essays assigned throughout class.

There are no prerequisites, although as an upper-level offering the class assumes students have successfully completed at least one course in constitutional law. The class is structured to complement, and not duplicate, Professor Marziani’s fall “Election Law and Policy” seminar.

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 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.

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. 

In the global economy of the 21st century, arbitration is the dispute resolution procedure of choice for many international business transactions. This course teaches the principles of effective client representation in international arbitration. The course will employ a real world dispute in which the students will become counsel from initial consultation with the client to litigating the case. The semester will focus on developing the practical skills needed to represent your client in an international arbitration. The practical exercises–including writing a claimant’s and respondent’s brief, and presentations of oral arguments will all be centered around the same hypothetical, but quite detailed and real, international contractual dispute. Grading will be based on class participation, writing assignments and presentations of oral arguments. There is no mid-term or final exam. The final 6 weeks of classes will be participating in a mock arbitration. This class will meet once a week for two and a half hours (there will be no class on 3 weeks of the semester). Enrollment has been limited to a maximum of 12 students. There are no course prerequisites.

This survey course is designed to provide you with a broad overview of the skills and understanding you will need to advise clients on business transactions involving more than one country.  There are no prerequisites: no prior knowledge of business or international law is required.

The course will examine different ways in which a business can structure its international business transactions (e.g. entering direct import/export agreements; appointing foreign agents or distributors; transferring technology to foreign licensees; and establishing or acquiring foreign direct investments), along with the relative advantages and disadvantages of each approach.

We will analyze the unique contractual and regulatory issues presented by each type of transaction, focusing on relevant provisions of US law; multilateral treaties such as the World Trade Agreements (WTO) Agreements and the Convention on the International Sale of Goods (CISG); and regional agreements such as the Treaty on the Functioning of the European Union (TFEU) and the United States-Mexico-Canada Agreement (USMCA, formerly known as NAFTA).

Along the way, we will explore current policy debates on topics such as US-China trade relations; and the economic, social and security implications of the current legal framework for international trade and investment.  

The course will examine the development and current state of International Criminal Law. Among other topics, it will explore the history of international criminal justice from the aftermath of World War II to the recent establishment of the International Criminal Court, the “core crimes” of international criminal law, theories of criminal liability, and available defenses. It will also investigate a number of other topical issues in international criminal law, including the crime of international terrorism, U.S. policy towards the International Criminal Court, and dilemmas of transitional justice.

The course considers some of the most pressing global issues of our time through an overview of the history, theory, and practice of international human rights law, as well as the related fields of international humanitarian and criminal law. It identifies decades-long tensions about the legitimacy and meaning of human rights, with a focus on how those tensions are manifested in the case law of adjudicatory and quasi-adjudicatory legal institutions created by international and regional treaties, as well as by domestic courts. Much of the course is organized around in-depth and comparative study of the adjudication of human rights claims about matters including racial, gender, and sexual equality; rights to property, housing, and health; rights of indigenous peoples; religion and culture; and humanitarian law. As a part of the course, students will work in teams to select, edit, analyze, and present a legal opinion on human rights to the rest of the class.

Non-law graduate students who are planning to graduate in May will not be able to get a final grade submitted in time for graduation. Thus, enrollment in this course would require a delay of graduation to August or December. Alternatively, students in the LBJ School of Public Affairs may take this course on a pass/fail basis if they still wish to graduate in May.

Assets of foreign investors in host countries are vulnerable to actions by the host government. The wave of nationalizations in Venezuela and Ecuador are examples of how regime or governmental changes affect these investments. These acts have triggered the recent rise in investor-state arbitration with tens of billions of dollars in claims against host governments at stake. In the 20th Century, claims against states began with the Soviet nationalizations following the Russian Revolution, through the Mexican nationalizations in the early part of the 20th Century, and to the current day. Until relatively recently, claims were brought under direct contracts or arrangements with States. Today, the majority of these claims arise within a network of treaties that protect investors against the political risk of improper actions by host governments. This network includes multilateral treaties trade and investment treaties like the North American Free Trade Agreement (“NAFTA”), the Energy Charter Treaty, over 2,700 bilateral investment treaties (“BITs”), and the Washington (or ICSID) Convention. The treaties protect against expropriation, unfair treatment, and discrimination. Procedural protections include arbitration against the State itself, outside the host country. Most recently, the Argentine economic crisis of 2001-2001 led to claims based on the government’s actions in response. Beyond economic crises, host governments will sometimes seek to change the terms of the foreign investor’s deal when commodity prices change. This has occurred in recent years with special frequency in the energy sectors. Bolivia announced nationalizations of foreigners’ oil and gas interests there. Venezuela has taken over foreign companies’ oil and gas projects as well as foreign-owned banks. Ecuador took similar actions against foreign investors. Indeed, Argentina made world headlines this year in expropriating the interest of a Spanish company, after significant unconventional oil and gas was discovered in that country. In short, the front page of any international newspaper daily recounts such acts and political changes that may presage such moves. Investor-state arbitration has had an obvious impact on foreign governments. As governments contemplate policies, they are concerned because they can now be sued, directly, by foreign investors. Awards are paid from the national treasury. Many states have begun to question the wisdom of the entire investment protection scheme as it is currently configured, and they have begun to curtail their commitments in investment-protection treaties. The course will therefore address the inevitable political, economic, and policy questions raised by this significant cession of sovereignty to private actors. The course will introduce students to investor-state arbitration. With a brief introduction of cases that arise from contracts, the course will then turn to the network of treaty protection and its practical implementation. Students will be taken through the identical arbitration process as that experienced by investors in some of the most important cases in recent years. Core materials for this course include the United Nations Conference on Trade and Development and arbitral awards involving claims against foreign governments. To provide the business background of energy deals, guest speakers from major international companies will clarify the real stakes of this emerging area of international arbitration. Assessment will be based on class participation and a final exam.