Corporate Crisis Management

Marc Trevino, Heather Coleman

2 units, credit/fail. As a result of unplanned for (or badly planned for) negative events, companies increasingly find themselves as targets of aggressive legal action, media coverage and regulatory pressure. This is particularly the case for large or name-brand companies. Recent examples include the GM and Toyota recalls, the Carnival Triumph cruise, Target’s data breach and JPMorgan’s London Whale. The scale can range from an existential threat, such as BP’s oil spill, to a more minor reputational crisis, such as Lululemon’s recall.

One of the key challenges presented by these developments is that they do not arise from the usual interactions that characterize “normal” business. Instead, companies must organize and act across traditional hierarchies and areas of expertise and many times face antagonistic, unexpected tactics designed for maximal visibility and shock effect, potentially to force industry-wide change. In advising clients in these situations, lawyers must coordinate business concerns, legal issues, stakeholder concerns and regulatory matters, as well as plan for both expected and unexpected outcomes.

This class is based on experiential learning: a rich set of case studies and crisis simulation exercises balance the theoretical and legal frameworks and will help participants to improve their strategic thinking as well as team management and communication skills in high-stress situations. Permission of the instructors required. Enrollment limited to sixteen. H. Coleman and M. Trevino.

The Ruebhausen Fund supported the following enrichment courses in 2014-15.

Start-Ups and the Law

Ward Breeze, Daniel Goldberg, C.L. Lynch

2 units, credit/fail. This course is intended to give students a thorough look at legal issues faced by start-up companies. The class will follow a semi-hypothetical company throughout its lifecycle, with the students creating its capitalization table and updating it through several rounds of financing and an acquisition. The class will focus on corporate matters and have several sessions on related matters including intellectual property and executive compensation. Permission of the instructors required. Enrollment limited to fifteen. W. Breeze, D.A. Goldberg, and C.L. Lynch.

Advocacy in International Arbitration

John Buckley, Curtis Mahoney

2 units. International arbitration is a growing field and increasingly is the mechanism by which the largest international commercial disputes are resolved. This course will have two primary aims: (1) to expose students to this area of legal practice; and (2) to provide them with the skills they need to represent clients effectively in international commercial arbitrations. The backbone of the course will be a mock arbitration, based on the facts of cases the instructors have litigated. The class will be divided into two teams, Claimant’s counsel and Respondent’s counsel, and over the course of the semester, the students will litigate the matter, stage by stage. Each team will be assigned “coaches” to assist them outside of class hours with their assignments. The course will culminate in an evidentiary hearing during which students will present argument and examine witnesses. At each stage of the process, instructors will provide feedback and insights based on their experience dealing with the very same factual scenarios the students will encounter during the mock exercises. In addition to the in-class exercises, there will be a series of short lectures and discussions about key strategic and procedural issues in international commercial arbitration. There will be no paper or final exam, but students will be required to complete a series of written exercises and participate in oral arguments. Permission of the instructors required. Enrollment limited to ten. J. J. Buckley, Jr., and C.J. Mahoney.

Arbitration and Mediation Skills

Beverly Hodgson

2 units, credit/fail. Ninety-eight percent of disputes that start in court are resolved by various forms of alternative dispute resolution. The course, taught by a seasoned mediator and arbitrator, will provide practical experiential training in skills and theory central to these forms of legal practice. The course will be taught in small groups with weekly performance requirements. The course will include many of the features of the Trial Practice course, but with an emphasis on the skills needed for arbitration rather than courtroom procedure. Short briefs required. Permission of the instructor required. Enrollment limited to twelve. B. Hodgson.

Drafting and Negotiating Merger and Acquisition Transactions

Sheldon Adler

2 units, credit/fail. The class will focus on understanding the structure and basic provisions of an acquisition agreement, highlighting the differences between the ABA Model agreement and “real-world” agreements. The class will focus on drafting and negotiation skills and students will practice drafting skills by working with a hypothetical purchase agreement. Students will then be divided into Buyer and Seller teams and participate in a simulated negotiation for the hypothetical transaction. Students will be guided by experienced M&A practitioners and investment bankers who will serve as guest coaches for the simulated negotiation. Preference given to J.D. students. Enrollment limited to sixteen. S.S. Adler.

Drug Product Liability Litigation

Peter Grossi

2 units. More product liability lawsuits are filed against drug manufacturers than all other industries combined. As one scholar put it, the pharmaceutical industry is now “in tobacco-land terms of how much people hate it,” and drug product liability litigation is a “growth industry.” This course, taught by a practitioner with vast experience trying such cases, will consider the theory and practice of such litigation. At the outset, we will focus on the similarities and differences between pharma cases and other product liability cases, using the Diet Drug cases tried by the instructor as a model. We will then consider the doctrines governing such lawsuits—such as “failure to test”; inadequate warning; learned intermediary; medical causation; and various forms of damages—discussing those issues both in their classic formulation in a single lawsuit, but also in the way those principles are applied in mass litigation, where there may be several thousand individual cases and multiple trials. The course will also consider the practical aspects of those cases, such as the special evidentiary problems when doctors are witnesses; techniques to present scientific material to juries; approaches to trial examination; and jury selection strategies. Course Requirements: Short mid-term “bench" memorandum: (40 percent); self-scheduled final (open book; 50 percent); class participation (10 percent). Self-scheduled examination. P. T. Grossi, Jr.

Enforcing Antidiscrimination Laws

Katie Kimpel

2 or 3 units. This course is intended to fuse theory with practice to explore (1) whether and how the theories that undergird our antidiscrimination laws are enforced in our courts and (2) what advocates (in a range of contexts) can and should be doing to enhance or improve enforcement of our antidiscrimination laws.

Course materials will draw not only from more traditional law school texts but also from briefs, other litigation materials and secondary literature that helps provide a practice-based perspective on these issues. The instructor will draw on recent experiences on the Hill and in courtrooms around the country and will encourage students to critically engage with their own life experiences to identify strategy and policy solutions moving forward.

The course is intended to complement the Antidiscrimination Law and Employment Discrimination Law courses. Students who have taken those courses should feel free to take this course as well, although those courses are not prerequisites. Two units, based on class participation and a final examination; 3 units, based on class participation and a final paper in lieu of an examination. A limited number of students will be accepted for the paper option which can count as the Substantial Paper. Self-scheduled examination or paper option. K.M. Kimpel.