-
Construction Law
LAWS 44032
- 01
(3)
Construction contracts are among the more complex types of legal arrangements, involving multiple actors (governments/regulatory agencies, developers/owners, contractors, subcontractors, equipment suppliers, sureties, insurers and financing parties) and multiple areas of the law (contracts; procurement; torts; insurance; environmental concerns; dispute resolution). The course will provide an introduction to the legal aspects of the construction process, including the relationships between and the risk allocations among the members of the construction team, as well as the resolution of disputes which arise out of the design and construction of heavy industrial and commercial projects. The standard US and international forms of contracts (AIA, FIDIC) will be reviewed and discussed.
Autumn 2012
Thomas Vega-Byrnes
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Consumer Law
LAWS 57502
- 01
(3)
+
This course examines the legal framework for consumer protection law in the United States. It explores the federal and states' consumer protection legislation as well doctrines of common law that limit unfair and deceptive contract practices. The course will pay special attention to consumer financial and mortgage protection and consumer protection on the Internet.
Contracts is a pre-requisite.
The student's grade is based on class participation and a final examination.
Winter 2013
Omri Ben-Shahar
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Contract Drafting and Review
LAWS 79912
- 01
(2)
m, s, x
This seminar will serve as an introduction to contracting drafting and how such drafting differs from other types of legal writing. We will start with the basic "anatomy of a contract," discussing the meaning, use and effect of various provisions. The seminar will address not only legal drafting issues, but also how to understand a client's practical business needs in order to effectively use the contract as a planning and problem solving tool. Students will draft and review specific contract provisions, and will learn how to read, review and analyze contracts with an eye toward both legal and business risk issues.
Grades will be based upon class participation, a series of weekly drafting exercises, and a final take-home assignment.
Autumn 2012
Joan E. Neal
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Contract Law for LLM Students
LAWS 48605
- 01
(3)
+
This course in contracts is designed for LLM 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. 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 2013
Lisa Bernstein
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Contract Negotiation: Outsourcing
LAWS 79913
- 01
(3)
s, u, x
This class will provide students with the opportunity to participate in a simulated contract negotiation for the outsourcing of services. Students will be divided into "buyers" and "sellers" and then paired up to draft, review, revise, negotiate and finalize a contract with their opposing counsel partner(s) by the end of the quarter, with a focus on risk assessment and risk mitigation in the contract. Instructors will act as the clients for the two sides of the transaction, providing necessary business and legal guidance to their students/counsel over the course of the simulation. The simulation will require not only in-class participation, but also negotiation sessions to be scheduled by the teams between class meetings. The simulation may begin with a Request for Proposal ("RFP") and/or term sheet, and continue through the drafting and completion of an agreement.
Grades will be based upon class participation (including the ability to work with others in a collaborative and effective manner) and the instructors' review of the final agreement(s) reached by the parties.
Group work outside of class is required.
Winter 2013
David Zarfes, Joan E. Neal
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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.
Winter 2013
Douglas G. Baird
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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.
Spring 2013
Edward Morrison
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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.
Spring 2013
Eric Posner
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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.
Winter 2013
Omri Ben-Shahar
-
Contracts and Commercial Transactions
LAWS 91553
- 01
(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.
Autumn 2012
David Zarfes, Michael L. Bloom
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Copyright
LAWS 45801
- 01
(3)
x
Copyright protects works of original expression. This course covers the nature of copyright protection, the scope of copyright rights, and various limitations on those rights. Internet issues are woven through all parts of the course, as are music and video.
Autumn 2012
Rebecca Tushnet
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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) entrepreneurial finance; and (4) private equity 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.
Recommended prerequisite: Students should have some understanding of accounting.
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. You will have approximately one week to work on the case.
Spring 2013
Steven Kaplan
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Corporate Criminal Prosecutions and Investigations
LAWS 66702
- 01
(2)
m, 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 two-credit class.
The student's grade will be based on a final examination and class participation.
Winter 2013
Andrew Boutros
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Corporate Finance
LAWS 42501
- 01
(3)
+, x
This course examines basic corporate financial matters, including valuation of securities and projects, portfolio theory, returns to risk bearing, the theory of efficient capital markets, the use and valuation of options and derivatives, and corporate capital structure. The course primarily focuses on the financial aspects of these matters rather than on any specific laws governing particular transactions, and the textbook is a basic business school corporate finance textbook.
Students with substantial prior exposure to these issues (such as students with an MBA, joint MBA/JD, and undergraduate business or finance majors) are ineligible for the course.
A student's grade is based on occasional homework assignments (graded pass-fail) and a proctored final examination.
Autumn 2012
Edward Morrison
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Corporate Governance
LAWS 75001
- 01
(2 to 3)
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.
Spring 2013
Thomas Cole
-
Corporate Governance in China
LAWS 80804
- 01
(3)
m, w, x
China leads the world in economic growth but trails significantly in corporate governance. The government is gradually upgrading the legal and regulatory framework, but progress is slow – and transparency and compliance still vary widely across state-owned, publicly-listed, and private firms. Ethics and social customs, which are central to reform, are even more problematic than structure and proving even more difficult to change. As Chinese stock prices continue to fall, stock market confidence is disappearing, and global investors are demanding reform. Given the SEC’s recent demand to see the work papers of American audit firms in order to protect American shareholders – and China’s continuing need to access to foreign capital markets – Chinese corporate governance is evoking questions of sovereignty and moving to the center stage of U.S.-China relations.
This seminar will address the current status of corporate governance in China as contrasted with Western practices, high-profile cases, contributing factors, and recent trends in reform. The seminar will be highly interactive. For example, one unique portion of the course will involve extensive role-playing of a major crisis scenario, in which students will extensively role-play executives, directors, and regulators.
Grading will be determined by class participation and by performance across three short papers. The first paper will involve a comparison of Chinese and Western corporate governance methods; the second will focus on a recent case and provide analysis and commentary; and the third will require generation of a hypothetical governance crisis, the best of which will be considered for inclusion in a monograph containing future scenarios to be published in 2013.
Autumn 2012
Tom Manning
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Corporate Lab: Transactional Clinic
LAWS 91562
- 01
(3)
+, a, s, x
This transactional clinic provides students with a forum for working closely with legal teams at various major companies (including those in the technology, consulting, telecommunications, finance, healthcare, insurance, and emerging-business sectors). The Corporate Lab aims to teach practical legal skills and knowledge both by having students work on actual projects and through classroom instruction and discussion. In addition, students will have the opportunity to hear from, and interface with, seasoned practitioners from leading law firms. This class mirrors a real-world work experience: Students will receive hands-on substantive and client-development experience and will be expected to manage and meet expectations (e.g., deadlines) while exercising a high level of professionalism. As a result, this class is likely to involve a significant time commitment (with a substantial amount of work to be completed outside of class), and students will get out of the Lab what they put into it.
Student grades will be based upon participation in the classroom, appropriate attention to client service, collaborative efforts within a team environment, and quality of work product. This offering will not count toward seminar restrictions. Please note that students who register are expected to remain in the course for three consecutive quarters, and that students may not take the Corporate Lab for more than nine credits. Students may be required to sign nondisclosure agreements with participating companies. While certainly not a prerequisite, “Contracts and Commercial Transactions” (offered in Autumn quarters) is strongly recommended for all students to take prior to, or concurrent with, taking this class. LL.M. students by instructor permission only.
Winter 2013
David Zarfes, Sean Z. Kramer, Naveen Thomas
-
Corporate Lab: Transactional Clinic
LAWS 91562
- 01
(3)
+, a, s, x
This transactional clinic provides students with a forum for working closely with legal teams at various major companies (including those in the technology, consulting, telecommunications, finance, healthcare, insurance, and emerging-business sectors). The Corporate Lab aims to teach practical legal skills and knowledge both by having students work on actual projects and through classroom instruction and discussion. In addition, students will have the opportunity to hear from, and interface with, seasoned practitioners from leading law firms. This class mirrors a real-world work experience: Students will receive hands-on substantive and client-development experience and will be expected to manage and meet expectations (e.g., deadlines) while exercising a high level of professionalism. As a result, this class is likely to involve a significant time commitment (with a substantial amount of work to be completed outside of class), and students will get out of the Lab what they put into it.
Student grades will be based upon participation in the classroom, appropriate attention to client service, collaborative efforts within a team environment, and quality of work product. This offering will not count toward seminar restrictions. Please note that students who register are expected to remain in the course for three consecutive quarters, and that students may not take the Corporate Lab for more than nine credits. Students may be required to sign nondisclosure agreements with participating companies. While certainly not a prerequisite, “Contracts and Commercial Transactions” (offered in Autumn quarters) is strongly recommended for all students to take prior to, or concurrent with, taking this class. LL.M. students by instructor permission only.
Autumn 2012
David Zarfes, Michael L. Bloom, Sean Z. Kramer
-
Corporate Lab: Transactional Clinic
LAWS 91562
- 01
(3)
+, a, s, x
This transactional clinic provides students with a forum for working closely with legal teams at various major companies (including those in the technology, consulting, telecommunications, finance, healthcare, insurance, and emerging-business sectors). The Corporate Lab aims to teach practical legal skills and knowledge both by having students work on actual projects and through classroom instruction and discussion. In addition, students will have the opportunity to hear from, and interface with, seasoned practitioners from leading law firms. This class mirrors a real-world work experience: Students will receive hands-on substantive and client-development experience and will be expected to manage and meet expectations (e.g., deadlines) while exercising a high level of professionalism. As a result, this class is likely to involve a significant time commitment (with a substantial amount of work to be completed outside of class), and students will get out of the Lab what they put into it.
Student grades will be based upon participation in the classroom, appropriate attention to client service, collaborative efforts within a team environment, and quality of work product. This offering will not count toward seminar restrictions. Please note that students who register are expected to remain in the course for three consecutive quarters, and that students may not take the Corporate Lab for more than nine credits. Students may be required to sign nondisclosure agreements with participating companies. While certainly not a prerequisite, “Contracts and Commercial Transactions” (offered in Autumn quarters) is strongly recommended for all students to take prior to, or concurrent with, taking this class. LL.M. students by instructor permission only.
Spring 2013
David Zarfes, Sean Z. Kramer, Naveen Thomas, Ellis A. Regenbogen
-
Corporate Management and Decisionmaking
LAWS 75003
- 01
(3)
m, x
This seminar will introduce students to the functions and duties of directors and boards, and to the topics boards in the United States most commonly face. The content will be applicable to both public and private corporations and not for profit organizations. The differences in corporate governance in other countries, as well as current trends in corporate governance, will be discussed. The topics covered include the role of Directors and the Board in: Board Development; Board Member Selection & Evaluation; Board Responsibilities & Legal and Compliance Duties; Sarbanes Oxley; Fiduciary Integrity; CEO Selection, Evaluation, and Succession Planning; Compensation Practices Corporate Strategy; Shareholder Communications; Crisis, Bankruptcy, and Dissidents; Private Firms and Not For Profit Organizations; International Governance; and Global Trends.
The seminar utilizes the case method and practical examples of real situations are discussed each week. For students to benefit from the seminar, they must prepare thoroughly for, and actively participate in each class. Students will be part of a 5 person group in the seminar. Each group will prepare a 2 page weekly paper on the case being discussed starting in week 2. Each group will also research and prepare one paper on international governance in a specific country. Each group will present their paper to the class. There will be no exams. Class participation and contribution will be an important part of the grade and each student has the responsibility of making a contribution in each class. Students will organize study groups of five and their grade will be a group grade for the weekly papers and the international project.
The group grades will be adjusted to reflect individual contribution of the team members at the end of the seminar. The weighting of the three factors is as follows. Individual Class Participation 30%, Group Weekly Papers 40%, and Group International Project 30%.
The seminar cannot be taken pass/fail.
Auditors will not be admitted to class.
Winter 2013
Dennis Chookaszian
