-
Secured Lender Remedies and Workout Transactions
LAWS 71404
- 01
(2)
m, s, x
Starting first by discussing the parameters under which a borrower company must typically operate under its secured loan facility, this seminar will focus on the remedies available to secured lenders when that borrower defaults and the various workout transactions that may ensue, either before bankruptcy or as a bankruptcy alternative. Remedies will be viewed from the perspective of the secured lender's counsel, including negotiation and documentation of forbearance agreements, consensual turnovers and UCC sales of assets and equity, as well as exercise of pledged equity voting rights.
Spring 2013
Erin Casey
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Secured Transactions
LAWS 42201
- 01
(3)
x
This course deals with the many legal issues that come into play when there are collateralized loans for which the collateral is personal property. Students focus on Article 9 of the Uniform Commercial Code, the Bankruptcy Code, and other related laws. This form of lending is central to our economy, and the applicable legal doctrines are ones that every corporate and commercial lawyer should firmly grasp. The course is a useful, though not absolutely essential, preparation for Bankruptcy and Reorganization: The Federal Bankruptcy Code (LAWS 73601).
The student's grade is based on a proctored final examination.
Autumn 2012
Douglas G. Baird
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State and Local Finance: Selected Topics
LAWS 62202
- 01
(2)
m, x
This seminar examines the implications of choosing between the various revenue sources available to states and localities. Students are asked to consider questions of inter-jurisdictional equity, inter-generational equity, and vertical equity in the context of topics such as public school finance, the use of municipal bonds, tax competition, and tax cooperation.
The student's grade is based on a series of reaction papers and class participation.
Winter 2013
Julie Roin
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Strategic Business Partnerships
LAWS 79917
- 01
(3)
s, u, w, x
As modern businesses face increasing pressure to increase innovation and speed to market while cutting costs and mitigating risk, they have increasingly recognized that the path to success includes partnering with third parties. Success in these relationships requires significant advance planning, a focus on shared goals, and the ability to capture the essence of the transaction in a legal document that is often negotiated on an accelerated time frame. Lawyers working for or with these businesses must bring more than legal expertise and negotiating skills to the table; they must also draw upon sound business principles, their knowledge of the underlying business, its core competencies and strategic needs, to implement successful and durable arrangements. This class, intended for those planning careers as either business/transactional attorneys or business leaders, will explore various alternative partnering options and how they are documented by the legal and business teams. These alternatives, intersecting law and business, will be examined, discussed, and negotiated against a backdrop of real-world business intelligence and agreements, using a publicly traded Fortune 100 retailer as the business case upon which much of the class will be based. A former CEO of the company will join the class as a guest speaker to provide business context; external attorneys involved in many of the transactions will provide occasional commentary and additional context.
Grades will be based on a series of short reflection papers, substantial in-class exercises and negotiations, and out-of-class projects.
Spring 2013
David Zarfes, Matt Myren
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Strategies and Processes of Negotiations
LAWS 46702
- 01
(3)
s, u, x
This simulation class aims to make you a better negotiator by giving you the analytical frameworks as well as the hands-on experience of negotiating in various roles. In addition to discussing the theoretical “science” of negotiations, you will participate in a series of increasingly complex (and fun!) exercises where you will fine tune the “art” of negotiations. You will work your way from participating in simple two-party, single issues negotiations to multi-party, multi-issue negotiations with internal (within the organization) and external (outside the organization) parties. You will learn how to categorize the problem and prepare for the negotiation; how to create value in an ethical manner; how to ensure that you capture a fair share of the value created; how to form effective coalitions; and how to apply specific tactics to overcome common biases and mistakes made by negotiators. The class will enable you to hone your personal negotiating strengths and work on your personal weaknesses by giving constant feedback showing you how your strategies and tactics worked relative to those used by your classmates.
Attendance in every class is compulsory. Grades are based on preparation, participation and a final project.
Winter 2013
Radhika Puri
-
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, (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), (8) utilizing NOL of troubled company after venture capital or LBO deal, and (9) 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 stocks, convertible debentures, 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 appendix plus assigned supplementary readings contains adequate precedents for an understanding of the material covered by the course.
Spring 2013
Jack S. Levin, Donald Rocap
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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.
Introductory Income Tax is recommended.
The student's grade is based on class participation and a final examination.
Winter 2013
David A. Weisbach
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Taxation of Corporations II
LAWS 75901
- 01
(3)
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.
Taxation of Corporations I is a prerequisite, and Introductory Income Taxation is recommended.
Students' grades based on a final proctored examination.
Spring 2013
David A. Weisbach
-
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 take the seminar for 3 credits if you choose to write a meaningful additional paper for 1 credit.
The syllabus for the course 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 2013
Randal C. Picker, Steven Horowitz
-
Telecommunications Law and Regulation
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 these regulatory regimes in a world of rapidly converging technologies. This course will not cover mass media regulation (broadcast television and radio, or cable television).
Prior (or simultaneous) completion of a course in administrative law and/or antitrust law is helpful, but not required.
Grades will be based upon class participation, a few short reaction/advocacy papers, and a final in-class exam.
Spring 2013
Joan E. Neal
-
The Comparative Law of Democracy
LAWS 95904
- 01
(3)
+, m, r, w, x
This seminar offers a comparative examination of the major topics in election law, in particular the right to vote, reapportionment and redistricting, minority representation, and campaign finance. Issues the seminar addresses include the following: How and why do countries choose their various election law policies? What conditions are conducive to the reform of election laws? What sorts of normative and empirical judgments can we make about different countries' approaches? What changes would we recommend for the American model of election law?
Election Law is a recommended pre-requisite.
Students will be assessed via a substantial research paper and class participation.
Winter 2013
Nicholas Stephanopoulos
-
The Interbellum Constitution
LAWS 90203
- 01
(2 to 3)
c/l, m, x
This seminar examines the legal and intellectual history of debates concerning American constitutional law and politics between the Revolution and the Civil War, approximately 1800 to 1860. Topics to be discussed include internal improvements, the market revolution, federal regulation of slavery in the territories, the role of the federal courts, and the development of a national culture.
Grades will be based on class participation and a series of short response papers. Students may also elect to write a longer paper that satisfies the substantial writing requirement for an additional credit.
Spring 2013
Alison LaCroix
-
The Law and Policy of Climate Change
LAWS 46013
- 01
(3)
e, x
This course will examine legal and policy issues related to climate change. We will examine domestic responses to climate change, international treaties and European responses, issues related to the ethics of mitigation and adaptation, and the problem of deep uncertainty about the likely effects. Coverage will vary from examining the science and economics of climate change to large scale policy issues to legal issues related to existing environmental statutes and treaties.
Students will generally be required to take a 2 hour exam but students who wish to instead write a paper may do so with permission of the instructor for non-graduating students only.
Spring 2013
David A. Weisbach
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The Roberts Court
LAWS 50312
- 01
(3)
w, x
Co-taught by Professor Lee Epstein and Mr. Adam Liptak (Supreme Court correspondent of the New York Times) with Judge Richard A. Posner and Professor William M. Landes also participating, this course will examine the contemporary Supreme Court. Topics include the Court's membership; its procedures for selecting cases for review; the role of lawyers, law clerks, and journalists; and doctrinal developments in several areas of the law.
This course that will meet April 5-7, as follows:
Friday, April 5, 9:00 a.m. - Noon; 2:00 p.m. - 4:00 p.m.
Saturday April 6, 9:00 a.m. - Noon; 2:00 p.m. - 4:00 p.m.
Sunday, April 7, 9:00 a.m. - Noon
We'll schedule two additional class sessions later in the quarter for paper presentations.
Spring 2013
Lee Epstein, Adam Liptak
-
The US-China Treaty Project
LAWS 80806
- 01
(3)
m, w, x
The United States and China are engaged in the most important bilateral relationship of our era, yet the relationship remains random, fragile, and mistrustful. China’s rising influence threatens to change the global status quo, and the United States is understandably concerned. If these two giants learn how to collaborate, they could conceivably solve the world’s greatest problems. Alternatively, if they elect to contest each other at every turn, the result will be global instability and crisis. Unfortunately, the Shanghai Communiqué, which helped to open China forty years ago, is no longer sufficient as a guide; a new framework is needed. The world has grown less structured and more volatile, and the two nations are more competitive than ever. The risk of conflict is growing along with the volume of sensitive interactions. It is time for both nations to negotiate a new bargain that will guide and support the steady maturation of their high-potential, high-risk relationship. This seminar will advocate that the two nations develop a new, fifty-year treaty in the form of a strategic cooperation agreement. We will define the rationale and the case for action, draft major components of the proposed treaty, outline the pathway required for adoption, and transmit our end-product to foreign policy authorities in Washington and Beijing.
Grading will be determined by class participation and by performance across three short papers. The first paper will examine best practices in bilateral treaty development; the second will focus on critical factors in the future United States – China relationship; and, the third will require drafting of key components for the proposed treaty.
Spring 2013
Tom Manning
-
Theories of Financial Regulation
LAWS 94504
- 01
(2 to 3)
m, r, w, x
This seminar will focus on the intersection between law and finance. We will survey the major theories that explain why and how the government should regulate financial markets. Attention will be given to the movement to deregulate financial markets, the financial crisis of 2008, and the Dodd-Frank Act.
The seminar is jointly taught by a law professor and a business school professor with expertise in financial economics.
Law students may opt for two credits (series of short reaction papers) or three credits (major paper).
Winter 2013
Eric Posner, Luigi Zingales
-
Torts
LAWS 30611
- 01
(3)
1L, a
The focus of this course, offered over two sequential quarters, is on the Anglo-American system (mainly judge-created) of the liability for personal injury to person or property. Special stress is laid on the legal doctrines governing accidental injury, such as negligence and strict liability, assumption of risk, and the duty requirement. The rules for determining damages in personal-injury cases are discussed. Alternative theories of tort liability, e.g., moral and economic, are compared.
The student's grade is based on a single final examination. Participation may be taken into account as indicated in the syllabus.
Autumn 2012
Lee Fennell
-
Torts
LAWS 30611
- 01
(3)
1L, a
The focus of this course, offered over two sequential quarters, is on the Anglo-American system (mainly judge-created) of the liability for personal injury to person or property. Special stress is laid on the legal doctrines governing accidental injury, such as negligence and strict liability, assumption of risk, and the duty requirement. The rules for determining damages in personal-injury cases are discussed. Alternative theories of tort liability, e.g., moral and economic, are compared.
The student's grade is based on a single final examination.
Winter 2013
Saul Levmore
-
Torts
LAWS 30611
- 02
(3)
1L, a
The focus of this course, offered over two sequential quarters, is on the Anglo-American system (mainly judge-created) of the liability for personal injury to person or property. Special stress is laid on the legal doctrines governing accidental injury, such as negligence and strict liability, assumption of risk, and the duty requirement. The rules for determining damages in personal-injury cases are discussed. Alternative theories of tort liability, e.g., moral and economic, are compared.
The student's grade is based on a single final examination.
Autumn 2012
Saul Levmore
-
Torts
LAWS 30611
- 02
(3)
1L, a
The focus of this course, offered over two sequential quarters, is on the Anglo-American system (mainly judge-created) of the liability for personal injury to person or property. Special stress is laid on the legal doctrines governing accidental injury, such as negligence and strict liability, assumption of risk, and the duty requirement. The rules for determining damages in personal-injury cases are discussed. Alternative theories of tort liability, e.g., moral and economic, are compared.
The student's grade is based on a single final examination at the end of the Winter quarter.
Winter 2013
M. Todd Henderson
