M. Todd Henderson : Courses and Seminars
Executive Compensation
LAWS 43513
This seminar will explore current issues in the area of executive compensation. We will read examinations of the political implications of our current pay-for-performance culture, recent academic treatments of executive pay in both the finance and law literature, practical guidance issued by law firms and consultants to corporate boards, and expert testimony in current executive pay cases in which the professor is involved. The goal is to cover a mix of practical and theoretical issues in specific topics about pay, all within the larger social and political context. There is a burgeoning legal field of advising clients on these increasingly complex issues, and this seminar is designed to prepare you to enter that field.
Spring 2012
M. Todd Henderson
Federal Regulation of Securities
LAWS 42401
This course covers the basic economic and legal principles of public equity markets. We will look at the public offering (IPO) and private placement process in some detail, paying special attention to the key securities statutes and the complex rules issued by the Securities and Exchange Commission. We will also examine the basic principles of trading, including tender offers, private securities actions, and damages. The economics of finance and capital markets is employed to assist the analysis.
Corporation Law/Business Association I//Business Organizations is a prerequisite, although it may be taken concurrently.
Grades will be based on class participation and a standard final examination.
In addition, we will meet one-hour per week for a laboratory session in which students will work with a corporate lawyer from Chicago and the professor on practical exercises, such as drafting securities documents and negotiating deal terms.
Autumn 2011
M. Todd Henderson, John Kelsh
Judicial Decisionmaking Seminar: The Delaware Supreme Court
LAWS 50203
This seminar is a state-law and business-law version of the popular "Constitutional Decisionmaking" seminar offered for many years by Professor Stone. Students enrolled in the seminar will work as student-courts consisting of five "justices" each. During each of the first eight weeks of the quarter, each court will be assigned two hypothetical cases raising issues under Delaware corporate law. The cases will all involve mergers and acquisitions, but no familiarity with this area of law or practice is required or even encouraged.
Justice Jack Jacobs of the Delaware Supreme Court will be co-teaching the seminar with Professor Henderson. In the first week of classes, Justice Jacobs will come to Chicago to give an introductory lecture to the student-courts. For the next eight weeks, Justice Jacobs and Professor Henderson will offer written comments on student-court work. (This is an extraordinary opportunity to have your work evaluated by one of the Nation's leading jurists.) In the final week, Justice Jacobs and Professor Henderson will host a capstone dinner party and discussion of the term.
All cases must be decided with a written opinion or opinions. Concurring and dissenting opinions are permitted and even encouraged. The decisions may be premised on a statute that will be provided and on any doctrines or precedents created by the student-courts themselves. The justices may not rely, however, on any actual decisions of any state or federal courts. Real cases may provide ideas, but they may not be cited or used as authority. The seminar is designed to give students some insight into the problems a judge confronts in collaborating with colleagues, interpreting an ambiguous statute, wrestling with legal and policy issues, and then living with the doctrines and precedents created.
Corporation Law, Mergers & Acquisitions, or any other business-law courses are not a prerequisite for participation in this seminar. Enrollment will be limited to three courts. Since the members of each court must work together closely under rigid time constraints, students must sign up as five-person courts. To be eligible for participation in the seminar, students should send me an e-mail (toddh@uchicago.edu) by Friday, November 11, including the names and e-mail addresses of all five justices. Once courts sign up and are chosen to participate in the seminar, no one will be able to drop the seminar, unless they find a replacement member who agrees to take their place on the court. LLM students are permitted to enroll, but no court may consist of a majority of LLM students.
This seminar will not have regularly-scheduled classes (except as described above), but you should not underestimate the time demands. As with Prof. Stone's seminar, we expect it to be a very demanding seminar. If more than three courts sign up, I will select the participating courts by lot and I will email you by Monday, November 14, to let you know whether your court has been selected.
Winter 2012
M. Todd Henderson, Jack B. Jacobs
Regulation of Investment Professionals
LAWS 42402
This course will consider the rules regulating investment professionals. Topics will include the regulation of broker-dealers, hedge fund managers, private equity fund managers, venture capitalists, and others advising individuals and entities on investment matters. We will study the relevant laws, rules of the Securities Exchange Commission, Commodities Futures Trading Commission, and other agencies, as well as the regulations of self-regulatory bodies, like FINRA and the New York Stock Exchange.
Spring 2012
M. Todd Henderson
Torts
LAWS 30611
The focus of this course, offered over two sequential quarters, is on the Anglo-American system (mainly judge-created) of the liability for personal injury to person or property. Special stress is laid on the legal doctrines governing accidental injury, such as negligence and strict liability, assumption of risk, and the duty requirement. The rules for determining damages in personal-injury cases are discussed. Alternative theories of tort liability, e.g., moral and economic, are compared.
The student's grade is based on a single final examination at the end of the Winter quarter.
Winter 2012
M. Todd Henderson
