-
Regulation of Sexuality
LAWS 72201
- 01
(3)
+, c/l, r, w
This course explores the many ways in which the legal system regulates sexuality, sexual identity, and gender and considers such regulation in a number of substantive areas as well as the limits on placed on such regulation by constitutional guarantees including free speech, equal protection, and due process. Readings include cases and articles from the legal literature together with work by scholars in other fields.
The grade is based on a substantial paper, series of short reaction papers, or final examination, with class participation taken into account.
Paper writers require permission of the instructor.
Undergraduates require permission of the instructor.
Spring 2014
Mary Anne Case
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Regulatory Interpretation
LAWS 51604
- 01
(3)
+, m, r, w, x
This seminar will explore whether regulatory texts warrant interpretive theories distinct from those applicable to statutes, and what those approaches should entail. Relevant topics will include the institutional differences between agencies and Congress; judicial doctrines regarding an agency’s interpretation of its own rules; and the extent to which agencies should interpret regulations differently than courts.
Administrative Law or Legislation and Statutory Interpretation are recommended as background; students who have not taken either course will require instructor permission.
Grades will be based on class participation, including weekly short questions or comments posted to Chalk, and a research paper.
Spring 2014
Jennifer Nou
-
Religion, Law, and Politics
LAWS 97521
- 01
(3)
c/l, m, w, x
This seminar examines the conceptualization and realization of religious liberty and the separation of church and state. We explore philosophical precepts and historical contexts, review the state of the law, and address current controversial issues.
There are no prerequisites.
Grades are based on a paper and class participation.
Autumn 2013
Sylvia Neil
-
Remedies
LAWS 41401
- 01
(2)
The way in which the law responds to violations of rights is no less important than the way in which those rights are allocated. The law of remedies determines the law's response to violations of rights, and in so doing, it delineates their boundaries and gives them legal meaning. Hence, the study of the law of remedies is closely related to the study of the substantive law, each field shedding light on the other. This course focuses on remedies in Contracts and Torts, referring to the goals of the substantive law to better understand the remedial law. It explores the law of damages in both Contracts and Torts and covers topics such as: restitutionary damages; probabilistic recoveries; the relationship between damages and non-legal sanctions; evidential damage; and liquidated damages. The course also covers the remedies of specific performance in Contracts and injunction in Torts and compares and contrasts these remedies with monetary ones. Some of the defenses available to both the breaching party and the wrongdoer, such as mitigation of damages and comparative fault, in Torts and Contracts will also be discussed.
This mini-course meets during the first four full weeks of the quarter only (starting September 30 and ending October 24).
A student's grade will be based on a 3-hour take-home exam.
Autumn 2013
Ariel Porat
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Residential Real Estate Development and the Law
LAWS 44022
- 01
(2)
m, x
This seminar will guide the student through the twists and turns of a residential real estate development from land acquisition through warranty on the residential unit. We will also examine: rezoning and improvement of the land; governmental agreements and regulation; the joint venture; the contractual relationship with the buyer; and the homeowner's association. All the while, focusing on the myriad of legal issues a developer's attorney encounters along the way. We will study how the law of contracts, real property and land use play an integral role in the residential real estate development. Course materials will include documents from actual transactions such as the acquisition contract, the municipal development agreement, the limited liability company operating agreement, the declaration of covenants, the lot sale and construction agreement and the plat of subdivision. In addition to these materials, coursework will include analysis of state statutes, municipal ordinances and relevant case law. We will take a hands-on approach to the law of residential real estate development and the transactional documents which effectuate these developments. Coursework will include negotiation and drafting exercises where students will gain real life, practical experience in confronting the issues that arise in the context of these developments.
Enrollment will be limited to 12 students (as well as an even number of students).
Grades will be determined on the basis of: class preparation, attendance and participation (1/4); class exercises and written assignments (1/4); and an open book final exam (1/2).
Autumn 2013
Todd Fishbein
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Risk Management and Policy Decision-Making
LAWS 73914
- 01
(2)
m, x
Challenges of risk identification, assessment and management are pervasive – in business, politics, and personal life – as shown by the highly disruptive events spreading since 2007 from the capital markets through all sectors of the global economies. This seminar will examine sources of bias, avoidable errors and misapprehension in risk-related decision-making processes, models, assumptions and behaviors. Focus will be on the importance of “black swan” events – the unpredictable and highly consequential. We will also address the significance of risk issues to regulatory and legislative initiatives, and the complexities in achieving desirable and effective policy decisions and solutions.
Readings will be taken from a broad selection of multi-disciplinary sources.
Grading will be based on class participation, short written assignments, and a take-home exam.
Autumn 2013
James Peterson
-
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 2014
Erin Casey
-
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 will be based on a final examination.
Open to MBA students.
Autumn 2013
Douglas G. Baird
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Seminar Family Law: Divorce
LAWS 45003
- 01
(2)
m, x
This seminar will explore the substantive and procedural law aspects of a contested divorce proceeding in which custody, visitation, and finances are at issue. Attention will also be paid to the uses and abuses of alternative dispute resolution—both public and private—in family law disputes as well as the role played by a variety of types of expert witnesses. Students will draft court papers, argue a motion, and have the opportunity to interview a potential client. Readings will be drawn from the academic literature in Family Law, Cases, Practitioner’s Treatises, the academic literature on Civil procedure, and the literature on alternative dispute resolution. A visit to court-call in the Cook County Domestic Relations Division will be required for all those enrolled in the seminar.
There is no exam.
The seminar will be graded 60% on written work, and 40% on class participation and in-class exercises.
The sessions will sometimes run until 5:50 p.m. to accommodate practitioner visitors who will frequently join us for parts of our discussion.
Spring 2014
Lisa Bernstein
-
Social Norms and Law
LAWS 47611
- 01
(3)
c/l
This course will explore the interaction and interdependence of social norms and formal legal rules. Norms provide social rules, distinct from formal laws, of expected behavioral responses to particular situations and back up those expectations with the threat of negative sanction if an individual behaves inappropriately. Social norms also provide cognitive categories for perceiving, making sense of, and ordering one's experiences. We will examine issues such as: To what degree do different legal rules harness, enhance, displace, or subvert the substance of particular social norms and what effects follow? Should we utilize legal rules only when social norms fail to control harmful behavior? How do particular norms develop and then expand or dissipate in their influence over time and in different settings? Are norms typically generated through a widespread consensus of the members of a society, or are they the product of special interests? We will explore these issues using examples from various areas of legal doctrine, such as property, contracts and bargaining, crime, torts, and taxation.
Winter 2014
Christopher Fennell
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Strategic Business Partnerships
LAWS 79917
- 01
(2 to 3)
u, 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.
A 2-credit option is available with permission of instructor.
Spring 2014
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, reflection reports and a final project.
This simulation course will meet 10/2-11/20.
Autumn 2013
Radhika Puri
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Structuring Financial Instruments
LAWS 71400
- 01
(2)
+, m, 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 instruments 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 instruments 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 instruments 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 products or inventing new ones. The seminar will also include discussion of policy issues.
No specific prerequisites, but introductory income tax strongly recommended, and knowledge of securities regulation, bankruptcy and accounting helpful.
Spring 2014
Jason Sussman
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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.
Spring 2014
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 2014
David A. Weisbach
-
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 2014
David A. Weisbach
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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 2014
Randal C. Picker
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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 2014
Joan E. Neal
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The Commerce Clause, Policymaking, and Financial Regulation in a Digital World
LAWS 43601
- 01
(2 to 3)
m, w
U.S. insurance regulation presents a unique opportunity to consider fundamental questions regarding the regulation of financial services in the modern marketplace. Insurance is unique among financial services, and all other major regulated industries, in that it has no primary federal regulator. Instead, because of a quirk in history and a controversial interplay between the Supreme Court and Congress, it continues to be regulated by the states in a unique "reverse preemption" regime established by the McCarran-Ferguson Act and subsequently reaffirmed in concept by Congress in Gramm-Leach-Bliley and Dodd-Frank. The system is cumbersome and inefficient and would seem particularly unsuited toward the modern market, particularly given the growing importance of international bodies and standards. Yet the insurance market survived the financial crisis relatively well. This paradox will be examined. Other topics will include basics on insurance regulation, including interesting debates regarding government control over financial products, such as price fixing and restrictions on efficient risk classification; and the national and international void left by the lack of a federal regulator, and the growing role of a non-governmental entity, the National Association of Insurance Commissioners, in regulation of interstate commerce, and attendant Constitutional and policy issues. Throughout the seminar, we will view this market through the prism of larger questions: the origins, meaning, and purpose of the Commerce Clause; the proper role of the Supreme Court and Congress in policymaking and Constitutional interpretation; Congress's ability to regulate interstate commerce in an evolving financial services marketplace; and the effectiveness of hybrid federal-state approaches to setting and enforcing regulatory policy.
Grades will be based on short weekly papers (2 credits), with the option of doing a long research paper or adding a short research paper to the weekly papers (for three credits).
Meets the WP graduation requirement.
Attendance is required and particularly helpful participation may be a factor in the final grade.
Winter 2014
Nathaniel Shapo
-
The Evolving Relationship between the Federal Government and the States
LAWS 97604
- 01
(2)
c/l, m, x
This seminar will examine the current legal parameters of federalism, with an emphasis on the policy considerations that affect and have changed the relationship between the federal government and the states. Each session will examine a separate substantive area and use case law as a starting point of a deeper discussion on how and why the rights of the states have expanded or contracted in any given area, in the context of other political and policy changes. Areas to be discussed include: public education (K-12 and Higher Education); health care; housing; transportation, the environment; and elections.
Grade will be based on class participation and a paper ( 12-15 pages).
Spring 2014
Fay Hartog-Levin
