Lisa Bernstein : Courses and Seminars
Advanced Contracts: Sales, a Practice Oriented Approach
LAWS 48601
This course provides a practical approach to understanding the law of sales embodied in Article 2 of the Uniform Commercial Code. The course is designed to be a bridge between law school and practice. As a consequence, there is no exam. Rather, students write short papers for almost every class, culminating in the preparation of a commercial sales agreement. The course involves intensive class participation, a moot court argument, client advising, negotiating an agreement with a classmate, and learning the advanced legal research techniques needed to develop the factual record in a case.
Winter 2010
Lisa Bernstein
Independent Research
LAWS 49901
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.
Winter 2010
Lisa Bernstein
Independent Research
LAWS 49901
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 2009
Lisa Bernstein
Independent Research
LAWS 49901
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.
Spring 2010
Lisa Bernstein
Corporate Governance
LAWS 75001
This course focuses on current topics in US corporate governance. It adopts primarily an agency-cost perspective, attempting to identify those agency costs that remain in US corporations once the law of fiduciary duty, the constraints of the managerial labor market, and the market for corporate control have done their work. As the materials reveal, there is no consensus about the magnitude of these problems - some view them as significant, others as inconsequential. And, as we will see, still other theorists view the central challenge of corporate governance not as reducing agency costs, but rather as improving the content of corporate decisions by promoting a better flow of information within the firm, putting together more effective management teams and the like. Corporate governance as a separate topic of study is relatively new. It began to get attention in the early 1980's, which is about the time that large institutional investors began to take a more active role in the companies whose shares they held. Over the past 20 years, institutional share ownership in American Corporations has increased dramatically and is now upwards of 60percent. As a window on to current issues of concern, we will look particularly closely at the activities and demands of institutional investors. We will look at their explicit public pronouncements on governance as well as the demands they are making. We will attempt to assess whether or not the changes they are demanding are likely to be value-enhancing for all shareholders, or whether they are likely to be singularly well suited to the needs and interests of institutions. We will also ask whether there are forces outside of value creation that might motivate institutions to undertake the actions that they do. The question is not simple. For example, the first widely publicized corporate governance campaign was on the issue of executive pay, more specifically the amount of executive pay. Now, while it is certainly true that executive pay in America is, by all international standards, and to be fair common sense, rather out of control, it is also true that the effect of these exorbitant salaries on the company's bottom line, translated into a per share amount, is tiny. Why then did institutions find it desirable to spend money on this campaign? Finally, as we begin to explore the topics in this course, we will highlight the tensions between the interests of institutions and the interests of small investors and will explore the effects of collective action and rational apathy problems on governance-related activism and shareholder voting. As we do so we will pay particularly close attention to what, if any, impact the Internet is likely to have on the received wisdom on these subjects. The course materials are designed to promote active discussion and debate. Most sessions will be structured in a seminar format. One will be a mock board of directors meeting. Students will be required to write short papers (2-5 pages) for many class sessions. Some of these papers will focus on answering a direct analytic question posed in the readings, while others will involve more active Internet-based research such as examining and analyzing a particular company's executive compensation plan, discussing a campaign of institutional shareholder activism, and the like. Given the discussion format, class participation will count for 40 percent of the student's grade. Students who are less comfortable speaking in class may fulfill part of the class participation requirement by cutting out relevant articles from the press and submitting them with short discussions about their implications for the dominant themes of the course. Corporations is a prerequisite for this class. International students in the LLM program who have taken corporations in their home country are welcome, but may need to do some additional reading to familiarize themselves fully with American corporate law.
Autumn 2009
Lisa Bernstein
Workshop: Legal Scholarship
LAWS 78711
This multiquarter workshop is designed for students interested in developing either an existing paper (in need of substantial revision) or new research into a publishable article. In the Autumn quarter the course will be run as a faculty mini-workshop for Chicago area scholars to present their work, allowing the class to comment on their scholarship and learn about presentation skills. In the Spring Quarter the class will function as a workshop for students, enabling them to present their papers. In preparation for each meeting, students will submit short (2-3 page) critiques of the author's paper. Along the way, during the Autumn and Spring quarters, the professors will work with each student to get his/her piece into publishable shape. The student's grade is based on the weekly papers, participation, and (for students enrolled in the two quarter sequence) the quality of the final version of their long paper. Students can fulfill a portion of their writing requirement (SWP for JD '10; SRP or WP for JD '11 and JD '12) in this course, and LLMs interested in teaching or getting to actively participate in a scholarly workshop where they have extensive opportunities to speak and hone their skills in critiquing legal argument. FALL ONLY option: This seminar is designed to give the students the experience of participating in a faculty workshop. Each week young scholars from around the country will present a work in progress and unlike other workshops where the faculty does most of the questioning, the students will question the speakers (and write a two page paper setting out their questions and comments). The presentations will be followed by feedback that will enable students to learn how to present academic work and select a publishable topic for their research. LLMs interested in teaching are welcome.
Autumn 2009
Lisa Bernstein
Workshop: Legal Scholarship
LAWS 78711
This multiquarter workshop is designed for students interested in developing either an existing paper (in need of substantial revision) or new research into a publishable article. In the Autumn quarter the course will be run as a faculty mini-workshop for Chicago area scholars to present their work, allowing the class to comment on their scholarship and learn about presentation skills. In the Spring Quarter the class will function as a workshop for students, enabling them to present their papers. In preparation for each meeting, students will submit short (2-3 page) critiques of the author's paper. Along the way, during the Autumn and Spring quarters, the professors will work with each student to get his/her piece into publishable shape. The student's grade is based on the weekly papers, participation, and (for students enrolled in the two quarter sequence) the quality of the final version of their long paper. Students can fulfill a portion of their writing requirement (SWP for JD '10; SRP or WP for JD '11 and JD '12) in this course, and LLMs interested in teaching or getting to actively participate in a scholarly workshop where they have extensive opportunities to speak and hone their skills in critiquing legal argument. FALL ONLY option: This seminar is designed to give the students the experience of participating in a faculty workshop. Each week young scholars from around the country will present a work in progress and unlike other workshops where the faculty does most of the questioning, the students will question the speakers (and write a two page paper setting out their questions and comments). The presentations will be followed by feedback that will enable students to learn how to present academic work and select a publishable topic for their research. LLMs interested in teaching are welcome.
Spring 2010
Lisa Bernstein
Workshop: Legal Scholarship
LAWS 78711
This multiquarter workshop is designed for students interested in developing either an existing paper (in need of substantial revision) or new research into a publishable article. In the Autumn quarter the course will be run as a faculty mini-workshop for Chicago area scholars to present their work, allowing the class to comment on their scholarship and learn about presentation skills. In the Spring Quarter the class will function as a workshop for students, enabling them to present their papers. In preparation for each meeting, students will submit short (2-3 page) critiques of the author's paper. Along the way, during the Autumn and Spring quarters, the professors will work with each student to get his/her piece into publishable shape. The student's grade is based on the weekly papers, participation, and (for students enrolled in the two quarter sequence) the quality of the final version of their long paper. Students can fulfill a portion of their writing requirement (SWP for JD '10; SRP or WP for JD '11 and JD '12) in this course, and LLMs interested in teaching or getting to actively participate in a scholarly workshop where they have extensive opportunities to speak and hone their skills in critiquing legal argument. FALL ONLY option: This seminar is designed to give the students the experience of participating in a faculty workshop. Each week young scholars from around the country will present a work in progress and unlike other workshops where the faculty does most of the questioning, the students will question the speakers (and write a two page paper setting out their questions and comments). The presentations will be followed by feedback that will enable students to learn how to present academic work and select a publishable topic for their research. LLMs interested in teaching are welcome.
Winter 2010
Lisa Bernstein
