Kirkland & Ellis Corporate Lab

Faculty

David Zarfes
Sean Z. Kramer
Josh Avratin

Special Advisor

Jason Sussman

About the Kirkland & Ellis Corporate Lab

Founded in 2009, the Kirkland & Ellis Corporate Lab aims to provide students with “real-world” experience and context, to prepare them to become well-rounded legal practitioners with sound legal and business judgment, and to afford them with opportunities to work on cutting-edge projects with multinational companies. By working on actual projects and through classroom instruction, students in the Kirkland & Ellis Corporate Lab learn practical legal and business skills and knowledge.

Outside of the classroom, the Kirkland & Ellis Corporate Lab hosts an ongoing speaker series throughout the academic year, bringing to campus experienced practitioners, business leaders, and other esteemed guests to discuss topical business-and-law issues, the practical aspects of particular substantive areas of law, and other topics of interest to the speakers and students.  

Following the completion of the academic year, the Lab hosts its Transactional Challenge for rising second-year law students to provide exposure to transactional practice. The Challenge allows students to compete against each other in a series of “real world” transactional corporate exercises. The top participants are recognized for their accomplishments, and have an opportunity to network with senior in-house counsel and law firm partners, during a post-competition reception in the fall.

The Lab also convenes periodic conferences and symposia, joining outside experts from Corporate America, the Bar, the federal government, the judiciary, and the academy to address in true multidisciplinary manner numerous business and legal issues of the day—e.g., FCPA compliance, and corporate social responsibility.

The Kirkland & Ellis Corporate Lab has attracted the participation of some of the Law School’s finest talent—those students at the top of their class soon to become associates at top law firms, clerks for judges at the federal appellate level, and future leaders of major corporations—and the legal departments at some of the world’s premier companies.

The Kirkland & Ellis Corporate Lab has partnered with many companies, including:

  • Accenture
  • Allstate
  • Amazon.com
  • Baxter Healthcare
  • Blue Haven Initiative (a Pritzker family NGO)
  • Booth New Venture Challenge
  • CDW
  • GE Capital
  • General Mills
  • Honeywell
  • IBM
  • Integrys Energy Group
  • Italian Trade Commission
  • JPMorgan Chase
  • Lincoln Center for the Performing Arts
  • Microsoft
  • Motorola Mobility
  • Neiman Marcus
  • Nike
  • Northern Trust
  • Schneider National
  • Schreiber Foods
  • Sony Electronics
  • Stericycle
  • United Airlines
  • Verizon Communications

Representative Projects

    The following is a list of some of the projects the Kirkland & Ellis Corporate Lab has undertaken in the past.

    • Drafted model buy- and sell-side agreements based on broad analysis of technology-related  contracts, with particular emphasis on terms related to intellectual property
    • Surveyed corporate governance literature (e.g., on cumulative voting) and presented findings to the board of directors for use in shareholder meeting
    • Developed ERISA training materials and presented to human resources department
    • Reviewed and analyzed cloud computing agreement as compared to other cloud computing agreements (e.g., Rackspace.com, Amazon.com, and Google)
    • Researched and analyzed the correlation between numerous corporate governance measures and company performance in the public company context in preparation for a shareholder meeting where the adoption of certain governance measures was proposed
    • Worked with group of start-up companies to determine legal issues common to these companies and drafted memoranda setting forth general best practices
    • Drafted letter to be sent to a state attorney general to advocate that the state’s disclosure laws should not apply to the participating company
    • Conducted research on the adaptation of employment timekeeping best practices based on research and analysis of applicable legal issues
    • Researched scope of Executive Order 13496’s employment notification requirements for government contracts and subcontracts as pertinent to specific industry practices
    • Reviewed representative sample of customer contracts to determine the participating company’s potential risk exposure due to shifting legal obligations
    • Developed contract negotiation strategies based on a comparative analysis of “gross negligence” standards under the laws of certain states
    • Researched exceptions applicable to a company’s trade secret and financial information based on research of state public information statutes
    • Researched whether the storage of confidential customer information on third-party computer servers would constitute disclosure for the purposes of client-customer non-disclosure agreements
    • Researched which jurisdiction’s law and forum would be most favorable for a company’s form contracts based on research and analysis of the law surrounding numerous contractual terms, including limitation of liability, indemnification, choice of law, “best efforts” clauses, and set-off
    • Revised and reformulated a client's form end-user license agreement
    • Researched which of a client's subsidiaries would be the most appropriate entity to enter into end-user license agreements with customers
    • Identified the most consumer-friendly terms among a client's various terms of use and consolidated them into one functioning agreement
    • Analyzed various financial institutions' proposed contractual terms in response to public investment funds' requests for proposals relating to custodial services
    • Analyzed a client's form easement agreements specific to several states and consolidated them into one form agreement applicable to all such states
    • Researched corporate governance rules and guidelines promulgated by various exchanges and regulating bodies, and analyzed a client's comparative compliance with such rules and guidelines

    Transactional Clinics Description

    The Kirkland & Ellis 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 the following: Amazon, Baxter Healthcare, Booth School of Business New Venture Challenge (Spring Quarter), Chicago Symphony Orchestra, GE Healthcare, Honeywell, IBM, Microsoft, 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 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. 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. 3 credits (Reduced 2-credit load with instructor permission.)