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
  • Contract Law for LL.M. Students

    LAWS 48605 - 01 (3)
    This course in contracts is designed for LL.M. students in lieu of attending a regular 1L course. It will cover both common law and statutory law and focus on both case analysis and application to real world problems. In lieu of an exam students will turn in short assignments each class. The class will culminate in the negotiation and drafting of a commercial agreement. The class assumes no knowledge of contract law in the US, but that the student has taken a contracts class in another jurisdiction (a general civil law class meets this requirement). Bring your practice experience with you, we can learn from one another!
    Spring 2015
    Lisa Bernstein
  • Contracts

    LAWS 30511 - 01 (3) 1L, a
    This course, offered over two sequential quarters, is an introduction to commercial and consumer law and lays the foundation for advanced study in commercial transactions, corporations, restitution, consumer credit, insurance, labor and employment law, and investment securities. Substantively, the Contracts course deals with how contracts are formed, which contracts are valid, when a contract has been breached and the various remedies for breach, including damages, specific performance, and restitution. The course is also designed to introduce the student to legal methodology and to compare the common law with the techniques of statutory interpretation, particularly in connection with the Uniform Commercial Code. The student's grade is based on a single final examination at the conclusion of the Winter quarter.
    Autumn 2014
    Omri Ben-Shahar
  • Contracts

    LAWS 30511 - 01 (3) 1L, a
    This course, offered over two sequential quarters, is an introduction to commercial and consumer law and lays the foundation for advanced study in commercial transactions, corporations, restitution, consumer credit, insurance, labor and employment law, and investment securities. Substantively, the Contracts course deals with how contracts are formed, which contracts are valid, when a contract has been breached and the various remedies for breach, including damages, specific performance, and restitution. The course is also designed to introduce the student to legal methodology and to compare the common law with the techniques of statutory interpretation, particularly in connection with the Uniform Commercial Code. The student's grade is based on a single final examination.
    Winter 2015
    Omri Ben-Shahar
  • Contracts

    LAWS 30511 - 02 (3) 1L, a
    This course, offered over two sequential quarters, is an introduction to commercial and consumer law and lays the foundation for advanced study in commercial transactions, corporations, restitution, consumer credit, insurance, labor and employment law, and investment securities. Substantively, the Contracts course deals with how contracts are formed, which contracts are valid, when a contract has been breached and the various remedies for breach, including damages, specific performance, and restitution. The course is also designed to introduce the student to legal methodology and to compare the common law with the techniques of statutory interpretation, particularly in connection with the Uniform Commercial Code. The student's grade is based on a single final examination at the conclusion of the Winter quarter.
    Autumn 2014
    Douglas G. Baird
  • Contracts

    LAWS 30511 - 02 (3) 1L, a
    This course, offered over two sequential quarters, is an introduction to commercial and consumer law and lays the foundation for advanced study in commercial transactions, corporations, restitution, consumer credit, insurance, labor and employment law, and investment securities. Substantively, the Contracts course deals with how contracts are formed, which contracts are valid, when a contract has been breached and the various remedies for breach, including damages, specific performance, and restitution. The course is also designed to introduce the student to legal methodology and to compare the common law with the techniques of statutory interpretation, particularly in connection with the Uniform Commercial Code. The student's grade is based on a single final examination.
    Winter 2015
    Eric Posner
  • Contracts and Commercial Transactions

    LAWS 91553 - 01 (2 to 3) s, x
    The objective of this course is to familiarize the student with contracts as used by sophisticated parties. Accordingly, this course will explore "real-world" contracts actually entered into by "real-world" companies—the Coca-Cola's, Microsoft's, and HP's of the world. Through this course, the student will attain a certain facility with agreements, their organization and structure, their language, and their provisions (and the interaction of these provisions). In addition to looking at contracts through the eyes of parties and practitioners, the course will pay considerable attention to how courts have treated various contractual provisions, exploring areas of substantive law—including, and in addition to, contract law—to the extent relevant. Readings will include comments from leading practicing attorneys (from law firms such as Sidley, Kirkland, and Cravath, and from legal departments at companies such as Microsoft, Accenture, and JPMorgan). The student's grade will be based on in-class participation as well as a mid-term exercise and a take-home final exam. The mid-term exercise will involve substantial time spent outside of class negotiating and drafting an agreement and writing a memorandum analyzing this agreement. The take-home final exam will require the student to apply the tools and concepts developed by reviewing and working with contracts throughout this course to an agreement not presented in class or the materials. The course will require substantial out of class work and class participation will count toward the grade. Students will be negotiating and drafting contracts outside of class. This course is highly recommended for those students interested in taking other transactional offerings at the Law School, including (but, of course, not limited to) the Corporate Lab: Transactional Clinic. A 2-CREDIT OPTION IS AVAILABLE WITH PERMISSION OF INSTRUCTOR.
    Autumn 2014
    David Zarfes
  • Copyright

    LAWS 45801 - 01 (3) x
    This course explores the major areas of copyright law, with special emphasis on how law has responded to new technologies and political pressures. Topics include copyright duration, subject matter, and ownership; the rights and limitations of copyright holders, including the fair use doctrine; remedies for copyright infringement; and federal preemption of state law. The student's grade is based on a final examination.
    Winter 2015
    Saul Levmore
  • Corporate and Entrepreneurial Finance

    LAWS 42603 - 01 (3) +, x
    This course uses the case method to study the practical aspects of important topics in corporate and entrepreneurial finance. We will apply the concepts and techniques of corporate finance to actual situations. The course is roughly divided into four sections: (1) financing decisions; (2) investment decisions; (3) private equity finance; and (4) entrepreneurial and venture capital finance. In addition to analyzing the specific financing problems or issues, we will consider how those issues relate to the strategic objectives of the firm. It will be important to examine the "big picture" assumptions that are used in the numerical calculations. This course also places a strong emphasis on presentation and discussion skills. It will be important to explain your positions or arguments to each other and to try to argue for the implementation of your recommendations. COURSE PROCEDURES For each class meeting, I will assign study questions concerning one or two case studies. For most of the class period, we will consider the questions and the material in the cases. This includes the first meeting. You are allowed and encouraged, but not required to meet in groups outside of class to discuss and analyze the cases. Each group will submit a two-page memorandum of analysis and recommendations at the beginning of each case discussion. If you are working in a group, I will accept one memorandum from the group and count it for all students in the group. If you choose to do this, the group cannot be larger than 3 students. Each memorandum should be typed and double-spaced. Write these as if you were writing a recommendation to the CEO or major decision maker in the case. The two-page limit is for text only. You may attach as many numerical calculations as you wish. Memoranda will not be accepted after the class has met. A memorandum will be given credit if it is handed in and no credit if it is not. Initially, therefore, I will not grade them. However, I will use the memoranda to determine final grades for those students who are on the border of two grades. You should prepare a memorandum for UST for the first class. Because of the nature of this course (and its grading criteria), it is extremely important that you attend every class, arrive on time and be prepared to participate. To help me out, you should bring your name cards to each class. I may not remember who said what without those cards. GRADING Grading will be based on class participation, the short memoranda and a final examination. Class participation will count for 40% of the final grade. I will judge your performance based both on the quality and the quantity of your comments. Because so much of the learning in this course occurs in the classroom, it is very important that you attend every class. The memoranda will count for 10% of the final grade. The final examination will count for 50% of the final grade. The final examination will be an individual take home case analysis. I will hand it out at the last class on May 19. The exam may be started / must be completed anytime between 8:00 A.M. on Friday, 5/23, and 5:00 P.M., Monday, 5/26. There will be no exceptions to this schedule for anyone.
    Spring 2015
    Steven Kaplan
  • Corporate Criminal Prosecutions and Investigations

    LAWS 66702 - 01 (3) l, m, w, x
    The criminal investigation and prosecution of large-scale corporate fraud is the hottest area of focus for prosecutors and the criminal defense bar. This seminar is designed for students interested in learning about the various aspects of uncovering, investigating, defending, and prosecuting corporate crimes; reporting findings to clients and government authorities; strategic considerations for the prosecutor and defense lawyer in white collar criminal investigations; prosecutorial charging policies and decisions; pre-trial diversion and non-prosecution agreements; and the Foreign Corrupt Practices Act. The class will introduce students to this multi-faceted area of the law, and expose students to real-world considerations involved in advising corporate clients and their officers, directors, and employees. The seminar will address legal and practical issues and concerns from the perspective of the prosecutor, the defense attorney, and in-house counsel. This is a three-credit class. The student's grade will be based on a major paper (20-25 pages) and class participation. Papers will be due on Monday, April 13, 2015, which is four weeks after final exams for the Winter quarter.
    Winter 2015
    Andrew Boutros
  • Corporate Finance

    LAWS 42501 - 01 (3) +, x
    This course provides an overview of the basic principles of corporate finance and financial economics and goes on to evaluate the extent to which courts make use of modern finance theory in rendering decisions on questions like valuation and directors’ duties. Topics include discounting and present value; portfolio theory and diversification; the efficient capital markets hypothesis and the capital asset pricing model; corporate capital structure and bond covenants, dividends, share repurchases and hybrid securities; the analysis of options and other derivative instruments; and the duties of corporate directors to different classes of claimants. The principles and concepts of corporate finance are essential to understanding, structuring and documenting modern corporate transactions. These principles are also of great value to lawyers outside the corporate area: financial principles can be fruitfully applied to a wide range of legal questions, such as estate planning, divorce settlements and the calculation of tort awards, and to many regulatory questions, such as banking and public utilities regulation. This class assumes no background in finance, and is aimed primarily at students with little or no prior exposure to the field. It does not use any mathematics beyond simple algebra. Business Associations is a recommended prerequisite (may be taken concurrently).
    Winter 2015
    Douglas Levene
  • Corporate Finance

    LAWS 42501 - 01 (3) x
    This course provides an overview of the application to law of the basic principles of corporate finance and financial economics. Topics include discounting and present value, portfolio theory and diversification, the theory of efficient capital markets and its applications in securities litigation, corporate capital structure, and the analysis of options and other derivative instruments. This class assumes no background in finance, and is aimed primarily at students with little or no prior exposure to the field (rather than those with an MBA or with an undergraduate finance major). It does not use any mathematics beyond basic arithmetic and some simple algebra. The grade is based on a final in-class examination (90%) and class participation (10%).
    Spring 2015
    Eric Posner, Dhammika Dharmapala
  • Corporate Governance

    LAWS 75001 - 01 (2 to 3) l, m, w, x
    Through the production of goods and services, innovation, employment and occasional misbehavior, publicly-held corporations in the U.S. exert an enormous impact on the lives of individuals and the economy in general. How (and how well) corporations are governed greatly influences what that impact will be. Since the early 1990s, there has been a significant increase in the attention given to corporate governance by investors, lawyers, academicians, politicians and the press. This seminar will provide students with a deep understanding of applicable legal, regulatory and market influences on corporate governance, an appreciation for the historical development of the current system of governance and insights into current “hot” issues and the continuing evolution of governance. We will discuss critical issues such as for whose benefit is a corporation to be governed and what is the proper balance of decision-making authority between owners and managers. There will be a heavy emphasis on the role of counsel to the enterprise as a whole and on the practical aspects of advising officers and directors, including the coordination of multi-disciplinary teams. Corporations and securities law courses provide highly desirable background, but are not prerequisites. Grades will be based upon: a final take-home exam (2 credits), or a final take-home exam plus a 10-12 page research paper (3 credits), or a full-length paper (3 credits). In all instances, class participation will also be taken into account. Enrollment will be limited to 25 students; MBA students from Booth will be welcome
    Autumn 2014
    Thomas Cole
  • Corporate Governance in Emerging Markets

    LAWS 75006 - 01 (3) m, r, w, x
    This seminar provides an overview of recent developments and scholarship relating to corporate governance, primarily from a “law and finance” perspective. It particularly emphasizes the context of developing and transitional economies and other jurisdictions without a long tradition of strong corporate and securities law and enforcement. Topics to be covered include: 1) The emerging markets context, the distinctive legal and governance issues raised by firms with controlling shareholders, and the legal and institutional preconditions for stock market development 2) The debate on the impact of historical legal origins on stock market development 3) Legal and economic aspects of tunneling and other forms of self-dealing among firms with controlling shareholders 4) The evidence on the impact of corporate law and corporate governance reforms on firm value and stock market development 5) The distinctive context of corporate governance in China, including issues raised by the role of governmental entities as controlling shareholders 6) Regulatory dualism and the regulation of hostile takeovers in emerging markets 7) The causes and implications of the phenomenon of international cross-listing 8) The role of public and private enforcement of securities law in stock market development 9) The relationship between taxation and corporate governance While some background in areas such as corporate and securities law would be helpful, there is no formal prerequisite for the seminar. Some readings from the “law and finance” literature will be interdisciplinary in approach, and some undertake statistical analysis. However, no background in finance or statistics will be assumed. Rather, the emphasis will be on understanding the implications of the readings for law and policy. The grade is based on a substantial paper and class participation.
    Winter 2015
    Dhammika Dharmapala
  • Corporate Lab Transactional Clinic

    LAWS 91562 - 01 (3) +, a, s, x
    The Corporate Lab Clinic provides students with a forum for working closely with legal and business teams at top-tier multinational companies, leading nonprofits, and smaller entrepreneurial startups. The primary goal of the Corporate Lab is for students to learn practical legal skills, both substantively, in terms of the corporate “building blocks” necessary to understand complex transactions and agreements, and professionally, in terms of implementing such knowledge efficiently and meaningfully within the context of a wide array of careers as lawyers and business leaders. This class mirrors the real world work experience of both litigators and corporate lawyers: students will receive hands-on substantive and client-development experience and will be expected to manage and meet expectations and deadlines while exercising a high level of professionalism. As a result, this class is likely to involve a significant commitment (with a substantial amount of work to be completed outside of class). Clients will include some or all of the following: Amazon, Baxter Healthcare, Blue Haven Initiative (a Pritzker family NGO), Booth School of Business New Venture Challenge (Spring Quarter), GE Capital, Honeywell, Lincoln Center for the Performing Arts, Microsoft, Motorola, Nike, Northern Trust, Schreiber Foods, and Verizon Communications. Students will be required to sign nondisclosure agreements with participating clients. Corporate Lab students also will have the opportunity to negotiate a simulated transaction across the table from Northwestern Law students as part of the negotiation workshop component of the Corporate Lab (Autumn Quarter). Please note that (i) students entering in or after Autumn Quarter 2014 are expected to remain in the Corporate Lab for a minimum of two consecutive quarters, (ii) students may not take the Corporate Lab for more than nine credits, (iii) LL.M. students may register by instructor permission only, and (iv) this offering will not count toward seminar restrictions. While not a prerequisite, “Contracts and Commercial Transactions” (offered Autumn Quarter) is strongly recommended to all students prior to, or concurrent with, taking the Corporate Lab. Student grades will be based upon participation in the classroom, appropriate attention to client services, collaborative efforts within a team environment, and quality of work product. For additional information, see the Corporate Lab website at http://www.law.uchicago.edu/corporatelab.
    Autumn 2014
    David Finkelstein, David Zarfes, Sean Z. Kramer, Maureen Mosh, Ellis A. Regenbogen
  • Corporate Lab Transactional Clinic

    LAWS 91562 - 01 (3) +, a, s, x
    The Corporate Lab Clinic provides students with a forum for working closely with legal and business teams at top-tier multinational companies, leading nonprofits, and smaller entrepreneurial startups. The primary goal of the Corporate Lab is for students to learn practical legal skills, both substantively, in terms of the corporate “building blocks” necessary to understand complex transactions and agreements, and professionally, in terms of implementing such knowledge efficiently and meaningfully within the context of a wide array of careers as lawyers and business leaders. This class mirrors the real world work experience of both litigators and corporate lawyers: students will receive hands-on substantive and client-development experience and will be expected to manage and meet expectations and deadlines while exercising a high level of professionalism. As a result, this class is likely to involve a significant commitment (with a substantial amount of work to be completed outside of class). Clients will include some or all of the following: Amazon, Baxter Healthcare, Blue Haven Initiative (a Pritzker family NGO), Booth School of Business New Venture Challenge (Spring Quarter), GE Capital, Honeywell, Lincoln Center for the Performing Arts, Microsoft, Motorola, Nike, Northern Trust, Schreiber Foods, and Verizon Communications. Students will be required to sign nondisclosure agreements with participating clients. Corporate Lab students also will have the opportunity to negotiate a simulated transaction across the table from Northwestern Law students as part of the negotiation workshop component of the Corporate Lab (Autumn Quarter). Please note that (i) students entering in or after Autumn Quarter 2014 are expected to remain in the Corporate Lab for a minimum of two consecutive quarters, (ii) students may not take the Corporate Lab for more than nine credits, (iii) LL.M. students may register by instructor permission only, and (iv) this offering will not count toward seminar restrictions. While not a prerequisite, “Contracts and Commercial Transactions” (offered Autumn Quarter) is strongly recommended to all students prior to, or concurrent with, taking the Corporate Lab. Student grades will be based upon participation in the classroom, appropriate attention to client services, collaborative efforts within a team environment, and quality of work product. For additional information, see the Corporate Lab website at http://www.law.uchicago.edu/corporatelab.
    Winter 2015
    David Finkelstein, David Zarfes, Sean Z. Kramer, Maureen Mosh, Ellis A. Regenbogen
  • Corporate Lab Transactional Clinic

    LAWS 91562 - 02 (3) +, a, s, x
    The Corporate Lab Clinic provides students with a forum for working closely with legal and business teams at top-tier multinational companies, leading nonprofits, and smaller entrepreneurial startups. The primary goal of the Corporate Lab is for students to learn practical legal skills, both substantively, in terms of the corporate “building blocks” necessary to understand complex transactions and agreements, and professionally, in terms of implementing such knowledge efficiently and meaningfully within the context of a wide array of careers as lawyers and business leaders. This class mirrors the real world work experience of both litigators and corporate lawyers: students will receive hands-on substantive and client-development experience and will be expected to manage and meet expectations and deadlines while exercising a high level of professionalism. As a result, this class is likely to involve a significant commitment (with a substantial amount of work to be completed outside of class). Clients will include some or all of the following: Amazon, Baxter Healthcare, Blue Haven Initiative (a Pritzker family NGO), Booth School of Business New Venture Challenge (Spring Quarter), GE Capital, Honeywell, Lincoln Center for the Performing Arts, Microsoft, Motorola, Nike, Northern Trust, Schreiber Foods, and Verizon Communications. Students will be required to sign nondisclosure agreements with participating clients. Corporate Lab students also will have the opportunity to negotiate a simulated transaction across the table from Northwestern Law students as part of the negotiation workshop component of the Corporate Lab (Autumn Quarter). Please note that (i) students entering in or after Autumn Quarter 2014 are expected to remain in the Corporate Lab for a minimum of two consecutive quarters, (ii) students may not take the Corporate Lab for more than nine credits, (iii) LL.M. students may register by instructor permission only, and (iv) this offering will not count toward seminar restrictions. While not a prerequisite, “Contracts and Commercial Transactions” (offered Autumn Quarter) is strongly recommended to all students prior to, or concurrent with, taking the Corporate Lab. Student grades will be based upon participation in the classroom, appropriate attention to client services, collaborative efforts within a team environment, and quality of work product. For additional information, see the Corporate Lab website at http://www.law.uchicago.edu/corporatelab.
    Autumn 2014
    David Finkelstein, David Zarfes, Sean Z. Kramer, Maureen Mosh, Ellis A. Regenbogen
  • Corporate Lab Transactional Clinic

    LAWS 91562 - 02 (3) +, a, s, x
    The Corporate Lab Clinic provides students with a forum for working closely with legal and business teams at top-tier multinational companies, leading nonprofits, and smaller entrepreneurial startups. The primary goal of the Corporate Lab is for students to learn practical legal skills, both substantively, in terms of the corporate “building blocks” necessary to understand complex transactions and agreements, and professionally, in terms of implementing such knowledge efficiently and meaningfully within the context of a wide array of careers as lawyers and business leaders. This class mirrors the real world work experience of both litigators and corporate lawyers: students will receive hands-on substantive and client-development experience and will be expected to manage and meet expectations and deadlines while exercising a high level of professionalism. As a result, this class is likely to involve a significant commitment (with a substantial amount of work to be completed outside of class). Clients will include some or all of the following: Amazon, Baxter Healthcare, Blue Haven Initiative (a Pritzker family NGO), Booth School of Business New Venture Challenge (Spring Quarter), GE Capital, Honeywell, Lincoln Center for the Performing Arts, Microsoft, Motorola, Nike, Northern Trust, Schreiber Foods, and Verizon Communications. Students will be required to sign nondisclosure agreements with participating clients. Corporate Lab students also will have the opportunity to negotiate a simulated transaction across the table from Northwestern Law students as part of the negotiation workshop component of the Corporate Lab (Autumn Quarter). Please note that (i) students entering in or after Autumn Quarter 2014 are expected to remain in the Corporate Lab for a minimum of two consecutive quarters, (ii) students may not take the Corporate Lab for more than nine credits, (iii) LL.M. students may register by instructor permission only, and (iv) this offering will not count toward seminar restrictions. While not a prerequisite, “Contracts and Commercial Transactions” (offered Autumn Quarter) is strongly recommended to all students prior to, or concurrent with, taking the Corporate Lab. Student grades will be based upon participation in the classroom, appropriate attention to client services, collaborative efforts within a team environment, and quality of work product. For additional information, see the Corporate Lab website at http://www.law.uchicago.edu/corporatelab.
    Winter 2015
    David Finkelstein, David Zarfes, Sean Z. Kramer, Maureen Mosh, Ellis A. Regenbogen
  • Criminal and Juvenile Justice Project Clinic

    LAWS 67213 - 01 (1 to 2 to 3) +, a, s
    The Project provides law and social work students the supervised opportunity to represent children and young adults accused of crime in juvenile and adult criminal court. Representation includes addressing the social, psychological and educational needs of our clients and their families. In addition to direct representation, students are involved in policy reform and public education including work with coalitions on issues of juvenile life without parole, youth violence, mass incarceration, and the collateral consequences of conviction.
    Autumn 2014
    Herschella G. Conyers, Randolph N. Stone
  • Criminal and Juvenile Justice Project Clinic

    LAWS 67213 - 01 (1 to 2 to 3) +, a, s
    The Project provides law and social work students the supervised opportunity to represent children and young adults accused of crime in juvenile and adult criminal court. Representation includes addressing the social, psychological and educational needs of our clients and their families. In addition to direct representation, students are involved in policy reform and public education including work with coalitions on issues of juvenile life without parole, youth violence, mass incarceration, and the collateral consequences of conviction.
    Winter 2015
    Herschella G. Conyers, Randolph N. Stone
  • Criminal and Juvenile Justice Project Clinic

    LAWS 67213 - 01 (1 to 2 to 3) +, a, s
    The Project provides law and social work students the supervised opportunity to represent children and young adults accused of crime in juvenile and adult criminal court. Representation includes addressing the social, psychological and educational needs of our clients and their families. In addition to direct representation, students are involved in policy reform and public education including work with coalitions on issues of juvenile life without parole, youth violence, mass incarceration, and the collateral consequences of conviction.
    Spring 2015
    Herschella G. Conyers, Randolph N. Stone