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Tom Manning : Courses and Seminars

Private Equity in Asia
LAWS 71407
Private equity is expanding rapidly into new regions around the world. Asia, where profound economic change is taking place in countries such as China, India, Indonesia, and Viet Nam, offers attractive opportunities for Western firms seeking to apply their proven investment models. Leading global firms like Carlyle, KKR, and Bain Capital are bullish on Asia and expect their Asian operations to excel in both rate of growth and rate of return – and eventually rival their U.S. and European operations. Such expansion is not without risk, however, and success in Asia requires private equity firms to develop new skills such as partnering with state-owned enterprises, accepting minority investment stakes, dealing with ambiguous legal frameworks, fending off fraud and corruption, and correcting weak corporate governance. Additionally, competition from indigenous firms is threatening to change the landscape - domestic funds are sprouting up in large numbers and increasingly attracting many of the best deals. This seminar will address current developments in private equity across major countries in Asia. We will examine the rise of the industry in the region, the role of private equity in economic development, and the nature of recent Asian private equity deals. Using case examples, we will evaluate deal opportunities and simulate investment decisions in eight different countries. Grading will be determined by class participation during the discussion of cases and readings – and by performance across three short papers. The first paper will examine private equity in the macro-context of economic transformation; the second will focus on the evaluation of a recent deal; and the third will address the terms in a prospective deal negotiation.
Autumn 2015
Tom Manning
Innovative Solutions for Business, Law, and Society
LAWS 91304
Many business, legal, and social problems cry out for the kind of imagination typically found in the fields of art, design, and invention, yet very few of us take time to cultivate the analytic and creative skills that give rise to truly innovative solutions. In this seminar, we will apply “design thinking,” originally developed by the founders of IDEO (the design firm behind Steve Jobs and Apple), and a variety of related techniques, to important business, legal, and social problems. In business, we will look at how successful innovators obtain breakthroughs and then practice the techniques on simple challenges such as inventing a new product. We will then progress to larger, more complex challenges like designing an organization that invents streams of new products. In law, we will first examine why corporate clients hold creative lawyers in the highest regard. We will then take up a challenge faced today by many corporate legal departments – how to develop a system that ensures compliance with the Foreign Corrupt Practices Act (FCPA) while still permitting fast growth in the world’s riskiest emerging markets. To further explore design in the area of law, we will look at legal education and determine how design thinking could lead to more imaginative and meaningful reform. In the area of social impact, we will look at how society can enable universal access to potable water and consider new approaches to building sustainable, green cities amidst the new surge in urbanization taking place in India, China, and the developing world. Grading will be determined by class participation and by performance across three papers. The first paper will examine best practices in innovation. The second paper will focus on a specific case in business or the legal profession. The third paper will address a large-scale problem such as climate change, political polarization, North Korea, or the rejuvenation of Chicago’s South Side – and will require students to work in teams and present their work to the class at the conclusion of the seminar.
Winter 2016
Tom Manning
Corporate Governance in China
LAWS 80804
Good corporate governance is essential to building an effective and stable capital market. China, which leads the world in economic growth, still lags in corporate governance and its capital markets remain underdeveloped as a result. Despite a plethora of new laws and regulations, compliance remains problematic and transparency inadequate – and board and management practices still vary widely across state-owned enterprises, publicly-listed companies, and privately-held firms. Furthermore, appreciation for ethical behavior, which is regarded as the bedrock of good governance and central to reform, is proving difficult to institutionalize. Given the growing volume of Chinese investment activity, the potential impact of a corporate collapse, and the risk of contagion spreading between Chinese and Western capital markets, corporate governance in Chinese companies is becoming an important concern not only for China but for investors and regulators worldwide. This seminar will review the current state of corporate governance in China, compare Chinese practice to Western practice, examine recent high-profile failures, and highlight reform efforts. The seminar will be highly interactive and include extensive discussion of case studies. During the class, students will also learn-by-doing when they role-play a major governance crisis scenario, expressing the attitudes and behaviors of corporate executives, board directors, and regulators. Grading will be determined by class participation and 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 detailed, hypothetical governance crisis scenario, which will compete for inclusion in a monograph of future scenarios to be published later in the year.
Spring 2016
Tom Manning