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David Zarfes : Courses and Seminars

Contracts and Commercial Transactions
LAWS 91553
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. A 2-CREDIT OPTION IS AVAILABLE WITH PERMISSION OF INSTRUCTOR.
Autumn 2014
David Zarfes
Corporate Lab Transactional Clinic
LAWS 91562
The Corporate Lab Clinic provides students with a forum for working closely with legal and business teams at top-tier multinational companies, leading nonprofits, and smaller entrepreneurial startups. The primary goal of the Corporate Lab is for students to learn practical legal skills, both substantively, in terms of the corporate “building blocks” necessary to understand complex transactions and agreements, and professionally, in terms of implementing such knowledge efficiently and meaningfully within the context of a wide array of careers as lawyers and business leaders. This class mirrors the real world work experience of both litigators and corporate lawyers: students will receive hands-on substantive and client-development experience and will be expected to manage and meet expectations and deadlines while exercising a high level of professionalism. As a result, this class is likely to involve a significant commitment (with a substantial amount of work to be completed outside of class). Clients will include some or all of the following: Amazon, Baxter Healthcare, Blue Haven Initiative (a Pritzker family NGO), Booth School of Business New Venture Challenge (Spring Quarter), GE Capital, Honeywell, Lincoln Center for the Performing Arts, Microsoft, Motorola, Nike, Northern Trust, Schreiber Foods, and Verizon Communications. Students will be required to sign nondisclosure agreements with participating clients. Corporate Lab students also will have the opportunity to negotiate a simulated transaction across the table from Northwestern Law students as part of the negotiation workshop component of the Corporate Lab (Autumn Quarter). Please note that (i) students entering in or after Autumn Quarter 2014 are expected to remain in the Corporate Lab for a minimum of two consecutive quarters, (ii) students may not take the Corporate Lab for more than nine credits, (iii) LL.M. students may register by instructor permission only, and (iv) this offering will not count toward seminar restrictions. While not a prerequisite, “Contracts and Commercial Transactions” (offered Autumn Quarter) is strongly recommended to all students prior to, or concurrent with, taking the Corporate Lab. Student grades will be based upon participation in the classroom, appropriate attention to client services, collaborative efforts within a team environment, and quality of work product. For additional information, see the Corporate Lab website at http://www.law.uchicago.edu/corporatelab.
Autumn 2014
David Finkelstein, David Zarfes, Sean Z. Kramer, Maureen Mosh, Ellis A. Regenbogen
Corporate Lab Transactional Clinic
LAWS 91562
The Corporate Lab Clinic provides students with a forum for working closely with legal and business teams at top-tier multinational companies, leading nonprofits, and smaller entrepreneurial startups. The primary goal of the Corporate Lab is for students to learn practical legal skills, both substantively, in terms of the corporate “building blocks” necessary to understand complex transactions and agreements, and professionally, in terms of implementing such knowledge efficiently and meaningfully within the context of a wide array of careers as lawyers and business leaders. This class mirrors the real world work experience of both litigators and corporate lawyers: students will receive hands-on substantive and client-development experience and will be expected to manage and meet expectations and deadlines while exercising a high level of professionalism. As a result, this class is likely to involve a significant commitment (with a substantial amount of work to be completed outside of class). Clients will include some or all of the following: Amazon, Baxter Healthcare, Blue Haven Initiative (a Pritzker family NGO), Booth School of Business New Venture Challenge (Spring Quarter), GE Capital, Honeywell, Lincoln Center for the Performing Arts, Microsoft, Motorola, Nike, Northern Trust, Schreiber Foods, and Verizon Communications. Students will be required to sign nondisclosure agreements with participating clients. Corporate Lab students also will have the opportunity to negotiate a simulated transaction across the table from Northwestern Law students as part of the negotiation workshop component of the Corporate Lab (Autumn Quarter). Please note that (i) students entering in or after Autumn Quarter 2014 are expected to remain in the Corporate Lab for a minimum of two consecutive quarters, (ii) students may not take the Corporate Lab for more than nine credits, (iii) LL.M. students may register by instructor permission only, and (iv) this offering will not count toward seminar restrictions. While not a prerequisite, “Contracts and Commercial Transactions” (offered Autumn Quarter) is strongly recommended to all students prior to, or concurrent with, taking the Corporate Lab. Student grades will be based upon participation in the classroom, appropriate attention to client services, collaborative efforts within a team environment, and quality of work product. For additional information, see the Corporate Lab website at http://www.law.uchicago.edu/corporatelab.
Autumn 2014
David Finkelstein, David Zarfes, Sean Z. Kramer, Maureen Mosh, Ellis A. Regenbogen
Corporate Lab Transactional Clinic
LAWS 91562
The Corporate Lab Clinic provides students with a forum for working closely with legal and business teams at top-tier multinational companies, leading nonprofits, and smaller entrepreneurial startups. The primary goal of the Corporate Lab is for students to learn practical legal skills, both substantively, in terms of the corporate “building blocks” necessary to understand complex transactions and agreements, and professionally, in terms of implementing such knowledge efficiently and meaningfully within the context of a wide array of careers as lawyers and business leaders. This class mirrors the real world work experience of both litigators and corporate lawyers: students will receive hands-on substantive and client-development experience and will be expected to manage and meet expectations and deadlines while exercising a high level of professionalism. As a result, this class is likely to involve a significant commitment (with a substantial amount of work to be completed outside of class). Clients will include some or all of the following: Amazon, Baxter Healthcare, Blue Haven Initiative (a Pritzker family NGO), Booth School of Business New Venture Challenge (Spring Quarter), GE Capital, Honeywell, Lincoln Center for the Performing Arts, Microsoft, Motorola, Nike, Northern Trust, Schreiber Foods, and Verizon Communications. Students will be required to sign nondisclosure agreements with participating clients. Corporate Lab students also will have the opportunity to negotiate a simulated transaction across the table from Northwestern Law students as part of the negotiation workshop component of the Corporate Lab (Autumn Quarter). Please note that (i) students entering in or after Autumn Quarter 2014 are expected to remain in the Corporate Lab for a minimum of two consecutive quarters, (ii) students may not take the Corporate Lab for more than nine credits, (iii) LL.M. students may register by instructor permission only, and (iv) this offering will not count toward seminar restrictions. While not a prerequisite, “Contracts and Commercial Transactions” (offered Autumn Quarter) is strongly recommended to all students prior to, or concurrent with, taking the Corporate Lab. Student grades will be based upon participation in the classroom, appropriate attention to client services, collaborative efforts within a team environment, and quality of work product. For additional information, see the Corporate Lab website at http://www.law.uchicago.edu/corporatelab.
Winter 2015
David Finkelstein, David Zarfes, Sean Z. Kramer, Maureen Mosh, Ellis A. Regenbogen
Corporate Lab Transactional Clinic
LAWS 91562
The Corporate Lab Clinic provides students with a forum for working closely with legal and business teams at top-tier multinational companies, leading nonprofits, and smaller entrepreneurial startups. The primary goal of the Corporate Lab is for students to learn practical legal skills, both substantively, in terms of the corporate “building blocks” necessary to understand complex transactions and agreements, and professionally, in terms of implementing such knowledge efficiently and meaningfully within the context of a wide array of careers as lawyers and business leaders. This class mirrors the real world work experience of both litigators and corporate lawyers: students will receive hands-on substantive and client-development experience and will be expected to manage and meet expectations and deadlines while exercising a high level of professionalism. As a result, this class is likely to involve a significant commitment (with a substantial amount of work to be completed outside of class). Clients will include some or all of the following: Amazon, Baxter Healthcare, Blue Haven Initiative (a Pritzker family NGO), Booth School of Business New Venture Challenge (Spring Quarter), GE Capital, Honeywell, Lincoln Center for the Performing Arts, Microsoft, Motorola, Nike, Northern Trust, Schreiber Foods, and Verizon Communications. Students will be required to sign nondisclosure agreements with participating clients. Corporate Lab students also will have the opportunity to negotiate a simulated transaction across the table from Northwestern Law students as part of the negotiation workshop component of the Corporate Lab (Autumn Quarter). Please note that (i) students entering in or after Autumn Quarter 2014 are expected to remain in the Corporate Lab for a minimum of two consecutive quarters, (ii) students may not take the Corporate Lab for more than nine credits, (iii) LL.M. students may register by instructor permission only, and (iv) this offering will not count toward seminar restrictions. While not a prerequisite, “Contracts and Commercial Transactions” (offered Autumn Quarter) is strongly recommended to all students prior to, or concurrent with, taking the Corporate Lab. Student grades will be based upon participation in the classroom, appropriate attention to client services, collaborative efforts within a team environment, and quality of work product. For additional information, see the Corporate Lab website at http://www.law.uchicago.edu/corporatelab.
Winter 2015
David Finkelstein, David Zarfes, Sean Z. Kramer, Maureen Mosh, Ellis A. Regenbogen
Leadership
LAWS 75102
The divide between law and business is becoming increasingly blurred as clients look to their lawyers not merely for legal advice but also for leadership and results-focused solutions to complex business problems. Increasing competition, early specialization, and client cost constraints provide junior attorneys with few opportunities to develop the skills necessary to meet these increasing expectations. Through this highly intensive seminar, students will develop the judgment and practical skills necessary to become effective leaders and problem solvers, as well as an understanding of the theoretical foundations of effective leadership. Topics will include project management, strategic vision, forms of influence, and business leadership. Materials will include cutting-edge research, case histories, videos, and literature. Class sessions occasionally will include speakers who have played important leadership roles. The student's grade will be based on active and insightful class participation, reflection papers on assigned readings, and a final paper on an instructor-approved topic of the student's choosing (examples of potential topics include leadership in alliance formation, variations in governing board structures, performance consequences of executive succession, and leadership in outsourcing relationships). The seminar will require substantial out of class work and class participation will count toward the grade. Students will be developing leadership presentations and completing major projects outside of class. If there is sufficient student interest, there may be a follow-on leadership seminar offered in the Spring. A 2-CREDIT OPTION IS AVAILABLE WITH PERMISSION OF INSTRUCTOR.
Winter 2015
David Zarfes
Corporate Lab Transactional Clinic
LAWS 91562
The Corporate Lab Clinic provides students with a forum for working closely with legal and business teams at top-tier multinational companies, leading nonprofits, and smaller entrepreneurial startups. The primary goal of the Corporate Lab is for students to learn practical legal skills, both substantively, in terms of the corporate “building blocks” necessary to understand complex transactions and agreements, and professionally, in terms of implementing such knowledge efficiently and meaningfully within the context of a wide array of careers as lawyers and business leaders. This class mirrors the real world work experience of both litigators and corporate lawyers: students will receive hands-on substantive and client-development experience and will be expected to manage and meet expectations and deadlines while exercising a high level of professionalism. As a result, this class is likely to involve a significant commitment (with a substantial amount of work to be completed outside of class). Clients will include some or all of the following: Amazon, Baxter Healthcare, Blue Haven Initiative (a Pritzker family NGO), Booth School of Business New Venture Challenge (Spring Quarter), GE Capital, Honeywell, Lincoln Center for the Performing Arts, Microsoft, Motorola, Nike, Northern Trust, Schreiber Foods, and Verizon Communications. Students will be required to sign nondisclosure agreements with participating clients. Corporate Lab students also will have the opportunity to negotiate a simulated transaction across the table from Northwestern Law students as part of the negotiation workshop component of the Corporate Lab (Autumn Quarter). Please note that (i) students entering in or after Autumn Quarter 2014 are expected to remain in the Corporate Lab for a minimum of two consecutive quarters, (ii) students may not take the Corporate Lab for more than nine credits, (iii) LL.M. students may register by instructor permission only, and (iv) this offering will not count toward seminar restrictions. While not a prerequisite, “Contracts and Commercial Transactions” (offered Autumn Quarter) is strongly recommended to all students prior to, or concurrent with, taking the Corporate Lab. Student grades will be based upon participation in the classroom, appropriate attention to client services, collaborative efforts within a team environment, and quality of work product. For additional information, see the Corporate Lab website at http://www.law.uchicago.edu/corporatelab.
Spring 2015
David Finkelstein, David Zarfes, Sean Z. Kramer, Maureen Mosh, Ellis A. Regenbogen
Corporate Lab Transactional Clinic
LAWS 91562
The Corporate Lab Clinic provides students with a forum for working closely with legal and business teams at top-tier multinational companies, leading nonprofits, and smaller entrepreneurial startups. The primary goal of the Corporate Lab is for students to learn practical legal skills, both substantively, in terms of the corporate “building blocks” necessary to understand complex transactions and agreements, and professionally, in terms of implementing such knowledge efficiently and meaningfully within the context of a wide array of careers as lawyers and business leaders. This class mirrors the real world work experience of both litigators and corporate lawyers: students will receive hands-on substantive and client-development experience and will be expected to manage and meet expectations and deadlines while exercising a high level of professionalism. As a result, this class is likely to involve a significant commitment (with a substantial amount of work to be completed outside of class). Clients will include some or all of the following: Amazon, Baxter Healthcare, Blue Haven Initiative (a Pritzker family NGO), Booth School of Business New Venture Challenge (Spring Quarter), GE Capital, Honeywell, Lincoln Center for the Performing Arts, Microsoft, Motorola, Nike, Northern Trust, Schreiber Foods, and Verizon Communications. Students will be required to sign nondisclosure agreements with participating clients. Corporate Lab students also will have the opportunity to negotiate a simulated transaction across the table from Northwestern Law students as part of the negotiation workshop component of the Corporate Lab (Autumn Quarter). Please note that (i) students entering in or after Autumn Quarter 2014 are expected to remain in the Corporate Lab for a minimum of two consecutive quarters, (ii) students may not take the Corporate Lab for more than nine credits, (iii) LL.M. students may register by instructor permission only, and (iv) this offering will not count toward seminar restrictions. While not a prerequisite, “Contracts and Commercial Transactions” (offered Autumn Quarter) is strongly recommended to all students prior to, or concurrent with, taking the Corporate Lab. Student grades will be based upon participation in the classroom, appropriate attention to client services, collaborative efforts within a team environment, and quality of work product. For additional information, see the Corporate Lab website at http://www.law.uchicago.edu/corporatelab.
Spring 2015
David Finkelstein, David Zarfes, Sean Z. Kramer, Maureen Mosh, Ellis A. Regenbogen
Strategic Business Partnerships
LAWS 79917
As modern businesses face increasing pressure to increase innovation and speed to market while cutting costs and mitigating risk, they have increasingly recognized that the path to success includes partnering with third parties. Success in these relationships requires significant advance planning, a focus on shared goals, and the ability to capture the essence of the transaction in a legal document that is often negotiated on an accelerated time frame. Lawyers working for or with these businesses must bring more than legal expertise and negotiating skills to the table; they must also draw upon sound business principles, their knowledge of the underlying business, its core competencies and strategic needs, to implement successful and durable arrangements. This class, intended for those planning careers as either business/transactional attorneys or business leaders, will explore various alternative partnering options and how they are documented by the legal and business teams. These alternatives, intersecting law and business, will be examined, discussed, and negotiated against a backdrop of real-world business intelligence and agreements, using a publicly traded Fortune 100 retailer as the business case upon which much of the class will be based. A former CEO of the company will join the class as a guest speaker to provide business context; external attorneys involved in many of the transactions will provide occasional commentary and additional context. Grades will be based on a series of short reflection papers, substantial in-class exercises and negotiations, and out-of-class projects. A 2-CREDIT OPTION IS AVAILABLE WITH PERMISSION OF INSTRUCTOR.
Spring 2015
David Zarfes, Matt Myren