Offerings

Key:
+ subject to prerequisites, co-requisites, exclusions, or professor permission
1L first year required course
a extends over more than one quarter
c/l cross listed
e first-year elective
l Lecturer-taught seminar/simulation class
m seminar
p meets the professional responsibility/ethics requirement
r papers may meet substantial research paper (SRP) graduation requirement
s meets the professional skills requirement
u simulation class
w may meet writing project (WP) graduation requirement
x offering available for bidding
(#) the number of Law School credit hours earned for successful completion
  • Strategies and Processes of Negotiation

    LAWS 46702 - 01 (3) l, s, u, x
    Increasingly negotiation is part of the day-to-day life of managers. The aim of this class is to make students more effective negotiators. Students should leave the class with (1) a structured approach for preparing for and thinking about negotiations; and (2) a refined set of skills for carrying out negotiations. A central part of the class is an extensive set of negotiation simulations. These simulations take students through a variety of negotiations: single and multiple issue; two-negotiator and multiple-negotiator (coalitional); and internal (within organization) and external. In addition, the class includes a number of cases. Lectures, readings, and structured analytical exercises supplement the simulations and cases.
    Winter 2016
    George Wu
  • Structuring Financial Instruments

    LAWS 71400 - 01 (2 to 3) +, l, m, s, w, x
    This seminar introduces tax, legal, accounting and economic principles relevant to the structuring of complex financial instruments—from forwards, swaps and options to convertible bonds and other securities with embedded derivatives. Throughout the seminar, different products designed to achieve similar economic goals will be examined to highlight the significance of structuring choices and the range of techniques available. For example, there are various products that can be used to approximate the economics of buying an asset, without an actual purchase of that asset. The seminar will examine how these products are treated differently for tax, securities law, commodities law, bankruptcy, accounting and other purposes, notwithstanding their economic similarity. Students will develop the ability to optimize transactions by selecting among existing financial instruments or inventing new ones. The seminar will also include discussion of policy issues. No specific prerequisites, but introductory income tax recommended, and knowledge of securities law and bankruptcy law helpful. The seminar will be assessed via a) a series of reaction papers (2 credits) or b) via a full-length research paper (3 credits). Class participation and attendance will be considered.
    Spring 2016
    Jason Sussman
  • Structuring Venture Capital, Private Equity, and Entrepreneurial Transactions

    LAWS 71401 - 01 (3) +, s
    This course covers tax, legal, and economic principles applicable to a series of interesting, complex, current entrepreneurial transactions, utilizing venture capital or private equity financing, including (1) new business start-up, (2) growth-equity investment in existing business enterprise, (3) leveraged buyout of private or public company (including going-private transaction), (4) use of flow-through tax entity such as S corporation, partnership, or LLC for variety of venture capital or private equity financed transactions, (5) devising equity-based executive compensation program, (6) private equity financed restructuring or workout (in or out of bankruptcy) for troubled over-leveraged enterprise and utilizing troubled company’s NOL after restructuring, (7) devising exit scenario for successful venture capital or private equity financed enterprise (such as IPO, SEC rule 144 sale, sale of company, or merger of company into larger enterprise), and (8) forming new venture capital, LBO, or private equity fund. Substantive subjects include federal income tax, securities regulation, corporate law, partnership law, LLC law, bankruptcy law, fraudulent conveyance law, and other legal doctrines, as well as accounting rules and practical structuring issues (including use of common and preferred stock, subordinated debt, convertible debt, convertible preferred stock, warrants, and options), all reviewed in a transactional context, and with discussion of their policy underpinnings and likely future evolution. No specific prerequisites, but introductory income tax strongly recommended, entity taxation desirable, and knowledge of corporate law, securities regulation, bankruptcy, and accounting helpful. However, the course book and the course book appendix contain adequate discussion and supplemental precedents for an understanding of the material covered by the course. The grade is based on a final in-class examination.
    Spring 2016
    Jack S. Levin, Donald Rocap
  • Taxation of Corporations I

    LAWS 75801 - 01 (3) +
    This course examines income tax aspects of the formations, distributions, and liquidations of corporations. The focus is on transactional and planning aspects of the corporate tax. Prerequisite: Introductory Income Tax required except with permission of the instruction. The student's grade is based on class participation and a final examination.
    Winter 2016
    David A. Weisbach
  • Taxation of Corporations II

    LAWS 75901 - 01 (3) +, w
    This course surveys the taxation of reorganizations and other adjustments involving continuing businesses: mergers, asset and stock acquisitions and other similar shifts of ownership and control; recapitalizations; and divisions. Points of focus are the recognition of gain and loss and the survival and allocation of tax attributes (basis, earnings, and loss carryovers) in these transactions. Prerequisites: Taxation of Corporations I. Students' grades based on a final proctored examination or a full-length paper.
    Spring 2016
    David A. Weisbach
  • Technology and Innovation Clinic

    LAWS 67601 - 01 (1 to 3) a, s
    The Technology and Innovation Clinic provides legal services for start-up ventures that are in residence at the Chicago Innovation Exchange (CIE) at the University of Chicago. Students will represent start-ups and early-stage companies in a broad range of matters encountered by entrepreneurs in the technology and innovation sector. These include entity formation, licensing, intellectual property and licensing of intellectual property, terms of use, privacy, financings, employment agreements, stock options and employee equity, taxation, governance and founders agreements, confidentiality and non-disclosure agreements, preparing for future financing and venture capital transactions, human resources, and sales and procurement agreements. Students will also participate in and present at workshops on legal topics attended by CIE entrepreneurs. Academic credit for the clinic varies and is awarded according to the Law School's general criteria for clinical courses as described in the Law School Announcements and by the approval of the clinical faculty.
    Winter 2016
  • Technology and Innovation Clinic

    LAWS 67601 - 01 (1 to 3) a, s
    The Technology and Innovation Clinic provides legal services for start-up ventures that are in residence at the Chicago Innovation Exchange (CIE) at the University of Chicago. Students will represent start-ups and early-stage companies in a broad range of matters encountered by entrepreneurs in the technology and innovation sector. These include entity formation, licensing, intellectual property and licensing of intellectual property, terms of use, privacy, financings, employment agreements, stock options and employee equity, taxation, governance and founders agreements, confidentiality and non-disclosure agreements, preparing for future financing and venture capital transactions, human resources, and sales and procurement agreements. Students will also participate in and present at workshops on legal topics attended by CIE entrepreneurs. Academic credit for the clinic varies and is awarded according to the Law School's general criteria for clinical courses as described in the Law School Announcements and by the approval of the clinical faculty.
    Spring 2016
  • Technology Policy

    LAWS 91311 - 01 (2 to 3) m, x
    This seminar will look at a mixture of old and new materials on technology and the law, with a special focus on the intersection of antitrust and intellectual property. We typically read 2-5 recent books. Students write blog posts on the readings which will be posted on the class blog. Students will also comment on posts by other students. The blog postings do not fulfill one of the substantial writing requirements. By default, this seminar is 2 credits, but you can earn a third credit if you choose to write a meaningful additional independent study paper for 1 credit. The syllabus for the seminar is at http://picker.uchicago.edu/seminar/syllabus.htm and the class blog is at http://picker.typepad.com/picker_seminar/. The student's grade is based on class and blog participation.
    Winter 2016
    Randal C. Picker
  • Telecommunications and Internet Law

    LAWS 64702 - 01 (3)
    This is an introductory course looking at the regulatory regimes in the U.S. that apply to telephony (both wireline and wireless) and the infrastructure of the Internet. In particular, this course will explore the legal and policy history behind such regulation and the difficulty of classifying new technologies and applying the existing regulatory regimes to new technologies. This course will not cover mass media regulation (broadcast television and radio, or cable television). Grades will be based upon class participation, a few short reaction papers, and a final in-class exam.
    Spring 2016
    Joan E. Neal
  • The Chicago Journal of International Law

    LAWS 99903 - 01 (1) a, r
    The Chicago Journal of International Law, a biannual student-edited journal, is the Law School’s newest journal. It publishes short Comments and articles by students and scholars on matters of international law and foreign affairs. Students gain access to participate as a staff member via the Write-on Competition or via the Topics Access process. Each student is paired with a faculty member who supervises the writing of the comment. Students may receive three credits for their work in writing the comments. The comments may also satisfy the SRP graduation requirement. Please see the Student Handbook for additional details regarding the competition, credits, and the SRP. For more information on the journal, please visit http://cjil.uchicago.edu.
    Autumn 2015
    Tom Ginsburg
  • The Chicago Journal of International Law

    LAWS 99903 - 01 (1) a, r
    The Chicago Journal of International Law, a biannual student-edited journal, is the Law School’s newest journal. It publishes short Comments and articles by students and scholars on matters of international law and foreign affairs. Students gain access to participate as a staff member via the Write-on Competition or via the Topics Access process. Each student is paired with a faculty member who supervises the writing of the comment. Students may receive three credits for their work in writing the comments. The comments may also satisfy the SRP graduation requirement. Please see the Student Handbook for additional details regarding the competition, credits, and the SRP. For more information on the journal, please visit http://cjil.uchicago.edu.
    Winter 2016
    Tom Ginsburg
  • The Chicago Journal of International Law

    LAWS 99903 - 01 (1) a, r
    The Chicago Journal of International Law, a biannual student-edited journal, is the Law School’s newest journal. It publishes short Comments and articles by students and scholars on matters of international law and foreign affairs. Students gain access to participate as a staff member via the Write-on Competition or via the Topics Access process. Each student is paired with a faculty member who supervises the writing of the comment. Students may receive three credits for their work in writing the comments. The comments may also satisfy the SRP graduation requirement. Please see the Student Handbook for additional details regarding the competition, credits, and the SRP. For more information on the journal, please visit http://cjil.uchicago.edu.
    Spring 2016
    Tom Ginsburg
  • The Constitution Goes to School

    LAWS 52204 - 01 (3)
    This new course will examine how the Supreme Court's constitutional opinions have both shaped and misshaped the nation's public schools. In 1969, the Supreme Court famously declared that students do not "shed their constitutional rights when they enter the schoolhouse door." Not surprisingly, though, Supreme Court Justices both before and since have bitterly contested the precise scope of students' constitutional rights in the elementary and secondary school contexts. Some Justices, moreover, have concluded that it is typically unwise for the judiciary to enter the educational realm, lest the Supreme Court turn into a schoolboard for the entire nation. Even if such fears are overblown, however, there can be no doubt that the Court's constitutional interpretations have had significant consequences for schools charged with transforming students into citizens. Constitutional topics will include: freedom of speech, establishment of religion, free exercise of religion, searches and seizures, cruel and unusual punishment, due process, and equal protection. Educational topics will include: homeschooling, zero tolerance policies, corporal punishment, school funding, school uniforms, racial desegregation, strip searches, single-sex schools, off campus speech, drug testing, unauthorized immigration, the school-to-prison pipeline, and book banning. There are no prerequisites for enrollment. The student's grade is based on a take-home final examination and class participation.
    Autumn 2015
    Justin Driver
  • The Financial Crisis of 2008: Law and Policy

    LAWS 42503 - 01 (3) m, r, w, x
    The financial crisis of 2008 was a watershed in American financial history. We look at the financial crisis and its aftermath from a predominantly legal perspective. Topics include why financial regulators were unable to stop the crisis from happening; how they responded to the crisis; and the policy and legal response to the crisis. Special attention will be given to the legal basis of the crisis response, and to the post-crisis litigation.
    Autumn 2015
    Eric Posner
  • The Future of Corporations

    LAWS 43306 - 01 (3) l, m, w, x
    This seminar will examine the role of corporations in the future. The relationship between corporations and work, consumers, and society at large will be our focus. Questions addressed will include: Should the proliferation of both complex supply chains and on-demand service platforms like Uber change our understanding of the optimal relationship between company and worker? Should we understand the potential relationships between corporations and worker organizations differently in 2050 than we did in 1935? How should we understand the global corporate social responsibility movement? Conscious capitalism? Consumer demand for things like fair trade and worker-owned products? What role should U.S. companies - and in particular tech firms like Google - have in providing goods to those living under authoritarian regimes? Do moral and ethical obligations to workers, consumers, and society follow from the corporate personhood theory articulated in cases like Citizens United and Hobby Lobby?
    Spring 2016
    Heather Whitney
  • The History of American Federalism: Origins to the Civil War

    LAWS 97602 - 01 (2) m, x
    This seminar examines the history of American federalism, both as a constitutional value and as a product of intellectual history, from its early modern European antecedents to the Civil War. Topics include the legal and political organization of the colonies and the British Empire, early American federal experiments, the American Revolution, the drafting and ratification of the Constitution, the ideology of union, nullification, secession, and the Civil War. Readings will come from primary historical sources, secondary sources in history and law, political theory, and cases. Grades will be based on a series of short response papers and an in-class presentation.
    Spring 2016
    Alison LaCroix
  • The Law and Economics of Natural Resource Markets

    LAWS 92704 - 01 (3) l, m, x
    Market-based mechanisms such as emissions trading are becoming widely accepted as cost-effective methods for addressing environmental concerns, especially as societies move towards a carbon-constrained future. In the last decade, we have witnessed the expansion of environmental finance to new products - carbon dioxide spot and futures contracts, sulfur dioxide futures and over-the-counter water contracts - that are now fully integrated financial instruments for hedging and speculation. These mechanisms also have potential benefits to address issues in other pressing matters such as water quality, fisheries and biodiversity protection. Like their commodity, equity and fixed-income predecessors, environmental markets did not start by spontaneous combustion. Their successful evolution required the development of specific legal and institutional infrastructures. Financial innovation in general, and the development of the first organized greenhouse gas market in particular, should be of interest to economists, lawyers, policy makers and members of the capital markets. The seminar will look at financial innovation utilizing the Coasean framework. The study of his work indicates that price mechanism use costs (the sum of infrastructure and transaction costs) have three components: (1) property rights and government regulation; (2) institution-building to minimize transaction costs; and, (3) minimization of per unit transactions costs. The course will draw on practical examples from the lecturer’s career to explain the origin and evolution of other markets as a guide in the development of new environmental markets. The historical evolution and current developments of market-based mechanisms to address environmental issues will be carefully analyzed. Special attention will be given to the analysis of the cap-and-trade program on sulfur dioxide (SO2) established by the Clean Air Act of 1990. A significant part of the course material will be devoted to discussion of the emerging market for greenhouse gas emissions both in the United States and abroad. Other environmental markets (smog, renewable energy, water quality and quantity, catastrophe insurance, sustainability indices and biodiversity) will also be featured. The seminar will also draw on guest lecturers with expertise in environmental finance, energy and economics. Grading will be based on the writing and presentation of a case study during the last class (80%); attendance and participation will account for the balance of the grade.
    Spring 2016
    Richard Sandor
  • The Law and Ethics of Lawyering

    LAWS 41014 - 01 (3) l, m, p, x
    This seminar, which satisfies the professional responsibility requirement, will consider the law and ethics of lawyering. Working with materials from a leading casebook, the ABA Model Rules, and supplementary readings, we will devote considerable attention to the question: What does the law that governs lawyering say that I should do. Topics will include conformity to law, corporate fraud, confidentiality, and conflicts of interest. At the same time, we will explore the gap between what the law of lawyering says I should do and what I (all things considered) might think I should do. What different kinds of reasons can a lawyer have for doing or not doing what the law of lawyering says should be done? Enrollment will be limited to 20. Students will be evaluated on the basis of participation, a series of short written assignments, and an in-class final exam. Attendance is mandatory.
    Winter 2016
    Clark Remington
  • The Law and Policy of Climate Change

    LAWS 46013 - 01 (2 to 3) m, r, w, x
    This seminar will explore scientific, legal, and policy issues relating to climate change. Among other topics, we will explore what types of policy instruments should be used to address climate change, ethical and fairness concerns raised by climate change and by the costs of preventing climate change, how we should think about our obligations to people who live in the future, how the costs of climate change should be incorporated into regulations, the Clean Air Act regulations on climate change, state and local actions, and the negotiations of international treaties (including looking at the positions of countries in the upcoming negotiations in Paris in December 2015). 80% of the grade will be based on reaction papers and (2) 20% on class participation (2 credits). Students have the option of writing a longer paper for either WP or SRP credit instead of writing reaction papers (3 credits).
    Autumn 2015
    David A. Weisbach
  • The Legal and Social Implications of the War on Drugs

    LAWS 98704 - 01 (2 to 3) l, m, w, x
    The seminar will survey the War on Drugs from President Richard Nixon’s declaration in 1970 that drug abuse was “public enemy number one in America” to present. It can be argued that no development in recent times has had a greater impact on our criminal justice system than the War on Drugs. It has led to the passage of increasingly harsh laws and a resulting explosion in our prison population. More Americans are arrested for a drug offense each year—approximately 1.5 million in 2011—than for any other category of crime. Approximately half of all inmates in federal prison have been convicted of a drug crime. Meanwhile, the War on Drugs has raised significant constitutional issues, and has led to seminal Fourth, Fifth, and Fourteenth Amendment decisions. The seminar will begin by examining arguments for and against drug prohibition and the proliferation of new drug laws in the 1970s and 1980s. We will then discuss the enforcement of these laws by both police and prosecutors and its effect on civil liberties. After that, we will discuss appropriate punishment for drug offenses, international perspectives on drug control, legalization, and the future of the War on Drugs. Throughout the quarter, we will focus on the social implications of the War on Drugs, including issues of race, gender, class, public health, mass incarceration, and resource allocation. Readings are varied and will include cases, law review articles, legislation, statutes, and policy papers. Each student is required to write a series of reaction papers in the form of blog posts over the course of the quarter. Grades will be based on those posts, as well as class participation. Students wishing to earn three credits must complete an additional research paper.
    Winter 2016
    Erica Zunkel