David Zarfes
Associate Dean for Corporate & Legal Affairs and Schwartz Lecturer in Law
University of Chicago Law School
1111 East 60th Street, Room A209
Chicago, IL 60637
phone: 773 834-7751
email: dzarfes@uchicago.edu

Current Year Courses

• 41012 1 Legal Profession: Shades of Gray
  This course, which satisfies the professional responsibility requirement, addresses the legal and ethical issues facing attorneys. Through examination of a series of "shades of gray" case studies gathered from leading law firms and corporate legal departments expressly for this purpose, we will explore the challenges, consequences, and "politics" associated with the ethical practice of law in a variety of different contexts and settings. From time to time, general counsels and law firm partners will join the class as guest lecturers. Class attendance and participation is essential. The student's grade will be based on class participation, a series of short exercises, and an examination.
  Autumn (3)
  
  
• 49901 46 Independent Research
  Second- and third-year students may earn course credit by independent research under the supervision of a member of the faculty. Such projects are arranged by consultation between the student and the particular member of the faculty in whose field the proposed topic falls.
  Autumn (3)
  
  
• 91502 1 Information Technology Law: Complex Industry Transactions
  Information Technology is the engine of growth for the emerging economy. From B2B exchanges, to wireless/mobile computing, to e-marketplace web design and development, IT is changing the nature of business today. Accordingly, traditional legal concepts are under pressure to adapt to ever-evolving business models. This seminar provides an overview of complex IT transactions and the commercial and legal principles governing these transactions. Study materials will be drawn from actual contracts and other relevant materials, and emphasis will be placed on developing an understanding of the interaction of commercial needs and legal requirements, including those found in corporate, contracts, intellectual property, and other legal practice areas. Participants will develop an understanding of specific contractual, risk, and warranty clauses and practice pitfalls. From time-to-time, senior industry executives will join the seminar to provide "real world" experience. The student's grade is based on periodic short written exercises (40 percent), take-home examination (40 percent), and class participation, including participation in mock negotiations (20 percent).
  Autumn (3)
  
  
• 91512 1 Information Technology Law: Outsourcing Agreements
  Negotiation of outsourcing agreements is a complex process and frequently involves the most critical functions within a business, such as information technology, human resources, telecommunications, and customer support. The agreements themselves must clearly and elegantly set forth, inter alia, joint and individual responsibilities of the parties, service levels, payment terms including risk-reward mechanisms, governance, and dispute-resolution terms. Little time or effort is spared in the negotiation of these agreements; yet, not infrequently, disputes arise that are not adequately addressed within the four walls of the agreements. This seminar will explore the business and legal needs informing the renegotiation of outsourcing agreements from both the client and the IT service provider's perspectives and how renegotiation might best address these needs. Students will be provided with business cases, term sheets, and original contract documents, and requested to renegotiate and redraft the existing terms. At some point during the renegotiation, one or more disputes may arise between the parties that give rise to formal dispute resolution procedures (e.g., mediation). The student's grade is based upon class participation, including participation in negotiations (50 percent) and the ability to serve his/her client's interests as evidenced through the renegotiated agreement (50 percent). The ability to work collectively and to the client's best interests will be emphasized.
  Winter (3)
  
  
• 91522 1 Concluding Complex Business Transactions
  This seminar will examine the role of the attorney in advancing client interests, balancing business risks and, in all other relevant respects, adding value in a variety of business contexts across a range of industries (e.g., finance, retail, energy, healthcare, and IT). Students will be presented with broad business objectives and parameters, and charged with structuring, negotiating, and concluding deals that best meet client needs while taking into consideration the constraints informed by differing positions of negotiation leverage. Through exposure to diverse transactions, students will encounter and learn to deftly handle recurring and customary practice challenges and pitfalls. In-class negotiations and written assignments (of the sort typically required in legal practice) will form an essential element of the seminar and of the student's grade (approximately 70 percent); performance on a take-home examination will form the balance of the student's grade (approximately 30 percent).
  Autumn (3)
  
  
• 91532 1 Microsoft Lab: Technology Law Practicum
  The objective of this three-quarter seminar is to create a student laboratory that will work closely with Microsoft's Redmond, Washington-based Office of Corporate and Legal Affairs on legal initiatives relative to the practice of a multinational software and technology-based business. We will also work with a number of Microsoft's competitors and the clients of Microsoft and its competitors to develop industry-specific terms and templates for hardware, software, and IT services transactions. Research assignments and presentations focusing upon data privacy, cross-border regulations, and legislative initiatives, as well as other issues relevant to the industry, will complement practice-oriented assignments. The student's grade will be based upon the quality of work product (50 percent), appropriate attention to client service (25 percent), and collaborative efforts within a team environment (25 percent). Students should plan to participate for two consecutive quarters (Autumn/Winter or Winter/Spring); additional quarters will not be permitted.
  Autumn (2)
  
  
• 91592 1 Luxury Retailing and Law
  This seminar offers an overview of the U.S. luxury retailing industry s principal legal issues and challenges. This seminar will focus on luxury retailer relations with vendors and other third-party business associates, customers, and investors. The instructors will emphasize the practical interplay and tension between commercial realities and legal requirements. Students will develop an understanding of key licensing, intellectual property (including counterfeit goods), antitrust, corporate governance, and professional responsibility legal issues and practice pitfalls. The instructors will strive to demonstrate the increasing professional responsibilities and burdens to which in-house counsel are subject. Course materials will include actual contracts, retailer policies and practices, litigation and internal-investigation documents, and other relevant materials. There are no prerequisites for this seminar, but the instructors believe that students who are interested in, and have some knowledge of, the many facets of business law, such as intellectual property, antitrust, and corporate governance, will derive the greatest benefit from this seminar. Grades will be based upon short written exercises (40 percent), a take-home examination (40 percent), and class participation (20 percent) including participation in mock negotiations and business-planning exercises. The instructors will emphasize quality of oral and written expression and legal analysis.
  Spring (3)