LL.M. Graduation Requirements
The Pericles LL.M. program is a two-year part-time program designed for working professionals, with courses offered mostly at nights and on weekends.
In order for to receive an LL.M. degree, you must complete 36 units of courses over a two-to-three year period. These courses are broken down into core courses and elective courses. Core courses are those courses that students have to take in order to graduate, whereas elective courses are those courses that you can choose based on the area of law in which you want to work after graduating.
In setting the LL.M. curriculum, Pericles has worked closely with American and West European law firms and companies operating in Russia. The curriculum is designed to teach the skills and knowledge that those law firms want to see in their associates and which those companies want to see in their in-house counsel and in the law firms they retain. Thus, the main aim of the program is to make Pericles LL.M. graduates competitive for the top legal jobs in Russia. Many graduates might also be able to qualify to practice law in the United States after this degree, but we advise that those whose main aim is to practice in the U.S. should consider studying in the U.S. rather than studying abroad. If you intend to practice law in the United States, please also read carefully the section at the end of the LL.M. catalog entitled Information on Bar Examinations.
You must complete 36 units of courses over a two to three year period, with a cumulative grade point average of 2.0 or above (on a scale of 0-4) in order to earn the degree. All Core Courses must be completed with a grade of 2.0 or above. Most of you will finish core courses within the first year of the program. Sixteen units of elective courses must be chosen. Elective courses may be taken at Pericles or at approved American law school programs. Although not all these courses will be available each year, best efforts will be made to provide those courses which you find most interesting. Below you will find a list of Core Courses and Elective Courses that you can take at Pericles, as well as Elective Courses that you can take at other participating universities.
Core Courses: you are required to take these seven courses in order to graduate and receive an LL.M. degree from Pericles. You are required to take Legal Writing I and Intro to American Law in your first semester. You are required to take Legal Writing II during your second semester.
Summer elective courses in the U.S.: Pericles has entered into agreements with two U.S. law schools to allow students to take summer courses in the U.S. for LL.M. credit. While these courses are not offered on scholarships, we highly recommend taking a course in the U.S. to get a first hand look at the U.S. courts and at U.S. legal practice. Through the Fordham University Law School Summer Institute you can take a one credit Introduction to the Law and Legal System of the United States. And through Widener University Delaware Law School, you can take a 2 credit course in Advanced Concepts in Corporate Law. While the Fordham University course is only offered for a credit, students can take the Widener course for transfer of a course grade.
Some Course Descriptions
Accounting for Lawyers-In this course you will study the financial reporting and accounting rules and concepts that a savvy lawyer needs to address legal questions in a business environment; but we will do this without the extensive number crunching practice that you might find in a B-school accounting class. We will also analyze several important accounting issues that have legal implications, including: accurate presentation of financial statements; detecting financial fraud; auditors' responsibility and liability; and the extent of accountant-client privilege.
American Constitutional Law–This course is designed for foreign lawyers studying the American constitution. It is a shortened version of courses taken by American law students. The focus will be on constitutional law issues affecting business, and as such the “Commerce Clause” of the US constitution will be studied in detail. The course will also touch on issues of human rights: right to privacy, equal protection and discrimination, and free speech. To the extent possible, comparative constitutional law issues will be brought into the discussion, including comparisons with the developing Russian constitutional law.
Commercial Law–Intensive concentration on the U.S. Uniform Commercial Code. Students will study UCC sales of goods contracts, leases and finance leases, and also the more complex aspects of the UCC–specifically Article 3, negotiable instruments, and Article 9, secured transactions. Students will learn negotiable instruments concepts of negotiation and transfer, holder in due course, and warranties of transfer and presentment. In secured transactions students will examine security agreements, purchase money security interests, perfection of interests and rules of priority. The course will also touch on bulk sales, documents of title, and letters of credit.
Contract Drafting– Contract Drafting takes the skills learned in Contract Law and puts them to practical application. How do you avoid drafting an offer when you don’t want the counter party to accept with a simple “yes”? How do you handle “battles of the forms”? What is the distinction between drafting a condition and drafting a warranty? How do you write an effective force majeure clause? You will answer these and other questions in this class. At the same time you will improve your use of operative language. Those subtle distinctions between “and” and “or” or “shall” and “will” can make a world of difference to your client. Last but not least, you will practice the advanced word processing skills that make contract drafting more efficient–creating form contracts, cross referencing, commenting, etc. There is no final exam in this course, instead you write a final “form contract” which you will then exchange with other students to give every class participant an initial library of contracts for the future.
Contract Law- This course has a heavy concentration on American common-law of contracts. You can expect to study formation and enforceability, as well as remedies for non-performance and breach. Since common-law jurisdictions such as the United States, Canada and Great Britain develop rules governing contract law on a case-by-case basis, we will study how these rules are formed and shaped, and their relationship to the Uniform Commercial Code.
Evidence & Civil Procedure–This course combines two of the most important U.S. law school courses into a shortened version designed for foreign students. The concentration will be on protection of an international client in the U.S. litigation system rather than on the detailed rules of litigating a case yourself. To this end students will study the relevance of evidence, the hearsay rule, the admissibility of business records, and the discovery process. At the civil procedure end, the course will focus on jurisdiction over litigants, choice of forum and on tracing complex business litigation through the trial process. In some semesters the professor may use the materials from the Civil Action case–the complex environmental tort litigation which was turned into the popular movie.
Intellectual Property Law–This course focuses on American intellectual property law, but with comparative attention to international law. There are four sections: 1) trademark and unfair competition law, including extra-territorial protection of marks, protection of personality interests of celebrities, parallel importation, dilution, trade dress and industrial designs and design patents; 2) copyright and neighboring rights, including, compilations and databases, computer program and multimedia products, moral rights, neighboring rights and the balance between copyright and user interests; 3) intellectual property issues of the internet and information technologies; and, 4) patent and trade secret protection, including corporate compliance, misuse theories, non-competition and non-disclosure agreements, and patenting innovations in biotechnology and other new frontiers.
International Business Transactions–This course treats the term “business transactions” in the broad sense, to also include some study of what many experts more narrowly term “trade.” The course will trace international transactions from the simplest international sale and transport of goods, up through licensing and franchising, and into foreign direct investment. While the course will touch on standard private international law issues such as choice of law and forum, the concentration will be on business and legal areas less studied in Russian law schools: U.S. national laws such as the foreign agents registration, foreign corrupt practices acts, and the Jackson Vanick amendment; international and regional organizations assisting trade and investment such as the EU, NAFTA, Bretton Woods and the WTO systems; export and import regimes; the CISG and various international transport regimes; the use of documentary credits in international trade; and the international trading environments of selected foreign countries.
Intro to the American Law- This course is designed to fill the gap that you might experience by attempting to study American law in Moscow. You will start by examining the American court system, American system of legal education and American private law practice. From there you will progress to studying the constitutional environment of business, and to overviewing business law in the United States. Depending on the interests of the class , the course may examine–contracts, torts, negotiable instruments, secured transactions, bankruptcy, property, agency and partnership, and corporations. To the extent possible, we will include guest speakers from among American government officials, American judges and private lawyers. Mock trials and other demonstrations may also be included. As a survey course, this material is also appropriate for students who are not yet ready to enter the full LL.M. program.
Intro to European Union Law– This course surveys the framework of the European Union, its lawmaking and policy making institutions, and its basic treaties–it’s “Constitutional Law” so to speak. From the political point of view, you will examine European expansion and integration and their effects on economic and political relations with Russia and the rest of the world. From the legal viewpoint the class will discuss substantive law provisions regarding the free movement of goods, services and people, and issues of competition. You will also investigate the process of obtaining remedies within the European court system.
Legal Writing I- This course is designed to teach practicing lawyers, advanced law students and other legal professionals to organize and write law office memoranda and client letters. We will explore differences in writing for common law versus civil law environments, will learn the parts of a legal memorandum, will practice the basic “IRAC” technique of legal writing, will study and practice logical organization in legal writing, and will improve sentence and paragraph structure in your legal writing.
Legal Writing II- This course continues building upon the skills that you learned in Legal Writing I, but this time the emphasis is on foreign legal research. While there are very few reading assignments for the class, you can expect considerable research and writing practice. You will learn Lexis & Westlaw research techniques and will examine sources of law in the U.S., England and Canada. You will prepare legal memoranda on closed and open universe problems in American law. This course also builds oral skills with presentation practice and discussion.
Mergers & Acquisitions- The M&A lawyer fulfills multiple functions, acting as an advisor, planner, negotiator, investigator, and drafter; guiding the client through multiple legal hurdles involving corporate law and regulatory issues, tax, intellectual property, employment law and anti-trust issues. Moreover, he must be both a leader (shepherding multiple legal specialists) and a team player (working closely with accountants, investment bankers and management.) This course will try to briefly capture a sense of all these aspects. We will discuss the motivations and theories of M&A, common forms, defensive strategies to hostile takeovers, the valuation process, due diligence, and potential roadblocks. As this is an American program, we will cover US regulation of M&As, but we will also cover Russian practice, and, time permitting, might look at EU practices. Students can expect practical exercises and teamwork projects. This course assumes that most students are already familiar with general corporate law in the US and Russia. Most students should take Business Organizations before taking M&A.
Negotiations–Concentrating mainly on business, rather than diplomatic, negotiations, this course provides thorough and professional practice in business negotiations. It is designed to introduce you to negotiation tactics and strategy. It teaches how to prepare, how to identify acceptable negotiated solutions and best alternatives, and how to deal with difficult negotiators. The concentration here is on practice and experience rather than just on theory. As successful negotiation is partly psychology, students will be psychologically profiled and teamed with and against people of varying personality types in numerous hypothetical negotiations that take place throughout the course. This course is very useful both for those involved in negotiations on a daily basis and for recent graduates planning their careers in business law. In some semesters foreign students and business students will be invited, and then the course will emphasize International Negotiations for Lawyers.
Professional Responsibility - The purpose of this course is to analyze provisions controlling attorneys’ behavior within private legal practice. In many cases these provisions are not clearly defined; in which case we will undertake in-depth discussions in order to decide the best way to understand these provisions. Some of the topics we will discuss are Lawyer-Client Relationship, Confidentiality, Competence, Diligence and Unauthorized Practice, and Conflicts of Interest.
Securities Regulation–While this course covers mainly U.S. regulation of the securities market, attention is given particularly to international securities transactions, and the course may touch on regulation of the other major securities markets–the EU and Japan. The course will cover the regulation of the U.S. market, through the Securities Act of 1933, Securities Exchange Act of 1934, Investment Company Act of 1940, and various acts updating these two main statutes. Issues such as registration and issuance of securities, periodic reporting, insider trading and market manipulation will be addressed. In addition, we will examine ADRs, Regulation S, Eurobonds, and issues such as stock market competition, international asset securitization, and offshore mutual funds.
Taxation (US Domestic & International )- This course surveys U.S. federal income taxation of individuals and corporations. You will acquire a basic knowledge of federal income tax law and learn your way around the Internal Revenue Code, the longest and most complicated statute humanity has ever devised. The course considers when and to whom income is taxable, exclusions from the tax base, deductions, credits, and the tax consequences of property ownership. On the corporate side, we look at the tax consequences of corporate organization, corporate capital structures, distributions to shareholders, redemptions of stock, corporate liquidations and dispositions. Towards the end of the course we will expand on these principles by addressing U.S. and international tax aspects of the cross-border flow of capital and labor. Russian taxation issues may also be explored to the extent time allows. In some semesters, a shortened version of this course "Intro to American Tax Law" may be offered for those tax-shy lawyers who just want to know the basics.
Trial Advocacy–Trial Advocacy is a “skills” course, intended to teach students the techniques of effective oral advocacy, that can be used in U.S., international, or Russian tribunals. Students will learn how to uncover and use evidence effectively, how to examine witnesses, how to cross-examine, how to write pleadings, and other persuasive or argumentative documents, and how to present a case effectively before a judge or jury. The concentration is on practice rather than theory. Students will work with hypothetical cases and argue against each other to groups of jurors or judges that are brought in for the course.