-
Private Equity Transactions: Issues and Documentation
LAWS 71402
- 01
(3)
+, m, s, x
This seminar will examine from a practical perspective the issues and documentation arising in a typical private equity acquisition transaction. The seminar will follow this type of transaction through its various stages and provide students in-depth and practical experience with common deal issues and drafting contractual provisions to address those issues. The goal of the seminar is to help prepare students for the practical aspects of being a deal lawyer. Coursework will include reading acquisition contracts, cases and legal commentators and weekly written assignments (contract drafting and issue analysis).
Grades will be based on class participation and the written assignments.
Corporations and Contracts are prerequisites.
Winter 2014
Mark Fennell, Stephen Ritchie
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Private Ownership of Cultural Property
LAWS 94703
- 01
(3)
m, w, x
This seminar examines the emerging law of cultural property and how it has recently been used to limit the exercise of many of the classic attributes of private ownership: title, use, exclusion, and alienability. The class will begin with the historical and philosophical bases for making property private (Hobbes, Locke, Montesquieu, Blackstone, Demsetz, Rawls, and Nozick), will examine examples of how both cultural property is protected in the United States and abroad, and will analyze how the traditional bundle of private property rights can or should be limited by notions of the community interest and a shared cultural heritage.
Spring 2014
Michael Thompson, Michael Thompson
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Private Regulation
LAWS 95103
- 01
(3)
m, r, w, x
This seminar examines the role of private non-governmental entities in regulating standard of behavior in society. It explores prominent cases in which private entities set standards, regulate entry, monitor compliance, and impose sanctions in activities related to risk, health, safety, finances, living standards, and privacy. Private regulators can act as complements—but also as substitutes—to government regulation. For example, retailers regulate safety, environmental, and labor practices of their suppliers; hospitals regulate professional practices of physicians; insurers regulate the safety practices of their policyholders; universities regulate innovation and the development of knowledge; trade associations regulate conduct in their industries; and Google regulates a host of issues, from privacy and decency to branding and even geo-political mapping.
Students will be required to write (SRP-level) papers on case studies, examining particular examples of private “outsourced” regulations and evaluating their advantages and shortcomings relative to public regulation.
Autumn 2013
Omri Ben-Shahar
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Problems in Corporate Law
LAWS 52203
- 01
(1)
x
This course examines current hot topics in Delaware corporate law, relying principally on judicial decisions and academic or practitioner commentary. It is not a high-level survey course; instead, the course will consider issues such as why Delaware occupies a dominant position in the field of corporate law, and will explore particular aspects of that law, including judicial standards of review, common law fiduciary duties of managers and directors, change of control transactions, conflict transactions, poison pills and defensive mechanisms—all in the context of particular decisions by the Delaware Court of Chancery and Supreme Court. The course is intended to be a focused class on how corporate law is made in Delaware, as well as the policy reasons underlying its law.
Grades will be based on class participation and either a paper or an in-class examination.
This mini-course will meet January 6-9.
Winter 2014
William Chandler
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Professional Responsibility in the Real World
LAWS 41013
- 01
(3)
p, x
This course, which satisfies the professional responsibility requirement, addresses real world ethical issues and challenges facing attorneys in private practice and public service. The instructors, members of a major international law firm, will make the rules governing the professional responsibilities of lawyers come alive by discussing a number of examples taken from the headlines and daily practice. Along the way, the instructors will give meaningful insight into what it is like to practice law in a broad range of practice areas, including transactions, litigation and public service.
Class attendance and participation will be an essential aspect of this course.
The student's grade will be based on class participation, a substantial series of short take-home exercises and a final, take-home examination.
Winter 2014
Michael Sweeney, James E. Clark, Teresa Wilton Harmon
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Project and Infrastructure Development and Finance
LAWS 42512
- 01
(2 to 3)
+, m, w, x
This seminar will be of most interest to students interested in financial transactions as the core of a corporate law practice. There are no pre-requisites. The emphasis in this seminar will be on financings of identified operating assets, principally industrial and infrastructure projects and transportation equipment. These financings will be distinguished from financings of ongoing corporate enterprises, and representative transactions will be studied in depth in order to develop and then focus on selected legal structuring and legal practice issues, including, for example, legal opinions normally delivered at financial closings. Because these financings in practice employ nearly the full range of financial products, from commercial bank loans to capital market instruments, credit supports and derivatives, collateral security, and equity investments, the issues discussed have relevance to a broad range of financial transactions.
The class will be discussion oriented; there will be no exam and grades will be based on short papers and class participation.
The readings will include selected cases, portions of treatises and academic journals, and rating agency and official publications.
One or more guest speakers from the financial community are expected.
Corporation Law is not a prerequisite, but is recommended.
Students wishing to take the class for three credits must complete a substantial research paper. This option is available in limited circumstances only. Permission will be contingent on the student’s past experience, goals for the course, and topic suitability. Interested students should email the professor a brief statement of interest.
Students wishing to meet the WP requirement must write a research paper.
Enrollment is limited to twenty-five students.
Autumn 2013
Martin Jacobson
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Property
LAWS 30411
- 01
(3)
1L, a
This course, offered over two sequential quarters, provides an introduction to the legal relationships that arise out of or constitute ownership of property. Subjects covered may include, but are not limited to, such areas as the initial acquisition of rights in real and personal property, the nature of ownership of natural resources, the various types of concurrent and successive interests in land, and restraints on alienation. The course will also deal with the law relating to easements and covenants, landlord and tenant, and conveyancing.
The student's grade is based on a single final examination at the conclusion of the Winter quarter.
Autumn 2013
Eduardo Peñalver
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Property
LAWS 30411
- 01
(3)
1L, a
This course, offered over two sequential quarters, provides an introduction to the legal relationships that arise out of or constitute ownership of property. Subjects covered may include, but are not limited to, such areas as the initial acquisition of rights in real and personal property, the nature of ownership of natural resources, the various types of concurrent and successive interests in land, and restraints on alienation. The course will also deal with the law relating to easements and covenants, landlord and tenant, and conveyancing.
The student's grade is based on a single final examination.
Participation may be taken into account as indicated in the syllabus.
Winter 2014
Lee Fennell
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Property
LAWS 30411
- 02
(3)
1L, a
This course, offered over two sequential quarters, provides an introduction to the legal relationships that arise out of or constitute ownership of property. Subjects covered may include, but are not limited to, such areas as the initial acquisition of rights in real and personal property, the nature of ownership of natural resources, the various types of concurrent and successive interests in land, and restraints on alienation. The course will also deal with the law relating to easements and covenants, landlord and tenant, intellectual property, and takings .
The student's grade is based on an in-class examination.
Winter 2014
Lior Strahilevitz
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Property
LAWS 30411
- 02
(3)
1L, a
This course, offered over two sequential quarters, provides an introduction to the legal relationships that arise out of or constitute ownership of property. Subjects covered may include, but are not limited to, such areas as the initial acquisition of rights in real and personal property, the nature of ownership of natural resources, the various types of concurrent and successive interests in land, and restraints on alienation. The course will also deal with the law relating to easements and covenants, landlord and tenant, and conveyancing. The students grade is based on a single final examination.
The student's grade is based on a single final examination at the conclusion of the Winter quarter.
Autumn 2013
Lior Strahilevitz
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Prosecution and Defense Clinic
LAWS 67713
- 01
(3 to 4)
+, a, s
The Prosecution and Defense Clinic is designed to provide students with an opportunity to learn about the criminal justice system through: (1) a 2-quarter seminar taught by a former Assistant United States Attorney and a former Federal Defender; and, (2) a clinical placement in either a prosecutor’s office or public defender’s office. The goal of the clinic is to enable students to gain hands-on criminal clinical experience, as well as to familiarize students with the legal procedures and issues which arise in a typical criminal case, including ethical and social justice issues (such as race and poverty) routinely considered by all criminal justice attorneys and courts. The clinic will provide students with a unique combination of substantive criminal law and procedure, ethics, trial practice (through participation in courtroom exercises built around actual criminal cases), and hands-on experience through a clinical placement.
Each student in the clinic is responsible for securing a field placement and participating in a pre-screened placement program with a federal or state prosecutor or defender office for the Winter and Spring quarters (January through May). Field placements will be formally supervised by coordinators within each program’s office, and the faculty instructors will monitor the student’s substantive work and performance in conjunction with the field placements. Students must comply with the clinical placement’s requirements regarding hours and assignments, which will be considered part of the course grade. In the clinical placements, students may be expected to research substantive criminal law issues, draft affirmative and responsive pleadings and memos, interview witnesses and clients, assist lawyers with court hearings and where permitted (and with an appropriate 711 license), appear in court under the supervision of practicing attorneys.
For additional information concerning placements, please see http://www.law.uchicago.edu/clinics/prosecutiondefense.
Winter 2014
Lisa Noller, Gabriel Plotkin
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Prosecution and Defense Clinic
LAWS 67713
- 01
(3 to 4)
+, a, s
The Prosecution and Defense Clinic is designed to provide students with an opportunity to learn about the criminal justice system through: (1) a 2-quarter seminar taught by a former Assistant United States Attorney and a former Federal Defender; and, (2) a clinical placement in either a prosecutor’s office or public defender’s office. The goal of the clinic is to enable students to gain hands-on criminal clinical experience, as well as to familiarize students with the legal procedures and issues which arise in a typical criminal case, including ethical and social justice issues (such as race and poverty) routinely considered by all criminal justice attorneys and courts. The clinic will provide students with a unique combination of substantive criminal law and procedure, ethics, trial practice (through participation in courtroom exercises built around actual criminal cases), and hands-on experience through a clinical placement.
Each student in the clinic is responsible for securing a field placement and participating in a pre-screened placement program with a federal or state prosecutor or defender office for the Winter and Spring quarters (January through May). Field placements will be formally supervised by coordinators within each program’s office, and the faculty instructors will monitor the student’s substantive work and performance in conjunction with the field placements. Students must comply with the clinical placement’s requirements regarding hours and assignments, which will be considered part of the course grade. In the clinical placements, students may be expected to research substantive criminal law issues, draft affirmative and responsive pleadings and memos, interview witnesses and clients, assist lawyers with court hearings and where permitted (and with an appropriate 711 license), appear in court under the supervision of practicing attorneys.
For additional information concerning placements, please see http://www.law.uchicago.edu/clinics/prosecutiondefense.
Spring 2014
Lisa Noller, Gabriel Plotkin
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Public Choice
LAWS 69001
- 01
(3)
This course focuses on the relationship between modern perspectives on voting and interest groups on the one hand and legislation and judicial interventions on the other. Public choice is essentially the science of collective decision-making, and it comes with several well developed tools of analysis. With these tools, and that perspective, we revisit the interactions between legislatures and judges, democracy's attempt to solve certain problems, and the roles played by a variety of legal doctrines and constitutional institutions (from takings law to line-item vetoes and to the meaning of precedents). As the course proceeds, we explore specific topics in law, such as the possibility of judicial vote-trading, the role of referenda in some jurisdictions but not others, and the role of precedent itself.
Grades will be based on a final examination.
Winter 2014
Saul Levmore
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Public Corruption and the Law
LAWS 68314
- 01
(2 to 3)
+, m, w, x
This seminar will focus on how governments use the law to prevent and catch public corruption, how the law is sometimes used to protect public corruption, and how one should determine the optimal response to corruption and its consequences. We will examine the substantive criminal laws and sentencing schemes used in the best public corruption prosecutions, ranging from RICO and "honest services" fraud to bribery and extortion laws. We will also examine the laws that create, authorize, or prevent the most effective investigative tools used by law enforcement against public corruption, including wiretap laws and related privacy issues. We will study several key topics within public corruption law, including patronage, its effect on democratic institutions, and its status under the First Amendment; campaign finance reform and whether money in campaigns is protected speech or a corrupting influence (or both); and the relationship between transparency, online access to information, and corruption. We will also consider an economic analysis of public corruption, including questions about whether the level of democracy, and the pervasiveness of corruption in the culture, affect the cost-benefit analysis.
Constitutional Law I and II are recommended pre-requisites.
Students taking the class for 3 credits write one short reaction paper (or short research paper if appropriate), and one major paper.
Those taking it for 2 credits write several short reaction papers.
Spring 2014
David Hoffman
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Public International Law
LAWS 72901
- 01
(3)
c/l, r, w
This course is an introduction to public international law, which is the body of law that nation states have jointly created for the purpose of governing their relations. The course focuses on the sources of international law, international institutions such as the United Nations, international adjudication, and various substantive fields of international law, such as the use of force, human rights, the treatment of aliens, and international environmental law.
Grades will be based on class participation and an examination.
A paper option is allowed for students who wish to write an SRP.
Winter 2014
Tom Ginsburg
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Public Land Law
LAWS 44501
- 01
(3)
The law of federal lands and natural resources.
Winter 2014
R. H. Helmholz
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Public Opinion, Public Policy, and the Law
LAWS 69002
- 01
(3)
m, r, w, x
This seminar will explore the intersection of public opinion, public policy, and the law. To date, questions about whether and how public opinion influences public policy have been addressed primarily by political scientists. But these questions are also vital to several legal domains, in particular constitutional law and election law. In the constitutional law context, the mistranslation of public opinion into public policy may be evidence of a political malfunction that requires judicial intervention. In the election law context, one of the most important functions of elections is to align the preferences of the electorate with the policies enacted by their representatives. The seminar will tackle these complex and interesting issues through readings drawn from legal scholarship, political theory, and empirical political science. An effort will also be made to have outside speakers present papers once or twice during the quarter.
Winter 2014
Nicholas Stephanopoulos
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Public-Entity Bankruptcy
LAWS 73705
- 01
(3)
m, w, x
Detroit’s recent petition for Chapter 9 bankruptcy relief can be read as the coda to a dramatic yet idiosyncratic tale of economic decline. In many respects, though, the financial problems Detroit faces are similar to, if more pronounced than, the difficulties confronting many other towns, cities, and states. In this seminar we will explore the political and economic roots of public-entity financial distress, as well as the ways law seeks to prevent and mitigate its effects. Topics covered will include: the political and legal status of public entities vis a vis their citizens and creditors; the effects of mobility, voting rules, and interest-group politics on public spending and financing decisions; and the history and substance of Chapter 9.
There is no prerequisite, but some working knowledge of corporate bankruptcy will be helpful. Grading will be based on a term paper, an in-class presentation, and regular participation.
Spring 2014
Vincent Buccola
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Racism, Law, and Social Sciences
LAWS 54303
- 01
(3)
c/l, m, r, w, x
This seminar will provide an in-depth study of theories and methods for analysis of racialization in past and present societies. Analyses of the social construction of racial and ethnic identities have facilitated studies of the ways in which social differences are created, maintained, and masked. Subjects to be addressed in this seminar include the interrelation of racializing ideologies with other cultural and social dimensions, such as class, ethnicity, gender, political and legal structures, and economic influences. We will also consider the related histories of biological and genetic concepts of different races within the human species as part of the context of our study of racism operating within social processes.
The seminar includes a major writing project in the form of a seminar paper.
Winter 2014
Christopher Fennell
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Rawls
LAWS 51003
- 01
(3)
+, c/l
This course will study John Rawls’s two great works of political philosophy, A Theory of Justice and Political Liberalism, trying to understand their argument as well as possible. We will also read other related writings of Rawls and some of the best critical literature.
Assessment will take the form of an eight-hour take-home final exam, except for those who gain permission to choose the paper option, who will write a 20-25 page paper.
Undergraduate students by instructor consent only; must be requested by December 1.
Winter 2014
Martha Nussbaum
