Commercial, Business, and Labor Law Courses

Professor M. Todd Henderson

The courses listed below provide a taste of the Administrative Law courses offered at the Law School, although no formal groupings exist in our curriculum. This list includes the courses taught in the 2016-17 and 2017-18 school years. Not all of these courses are offered every year, but this list will give you a representative sample of the variety of courses we might offer over any two-year period. Other new courses will likely be offered during your time at the Law School.

PLEASE NOTE: This page does not include courses for the current academic year. To browse current course offerings, visit my.UChicago.

You may also be interested in reading about our Doctoroff Business Leadership Program

Accounting and Financial Analysis

Spring 2018, Philip Berger

This course is designed to quickly introduce you to (or, preferably, refresh your knowledge of) basic financial accounting [first two weeks of class] and then aims to aggressively increase your ability to be a highly sophisticated user of financial statements. After taking this course, you should improve your ability to determine a firm's accounting policy for a particular type of transaction and to determine how that policy choice affects its primary financial statements. You will also learn how to question whether these effects fairly reflect the underlying economics of the firm's transactions. Asking these questions involves an interplay between accounting, economics, finance, law and business strategy. You should therefore greatly improve your ability to use an accounting report as part of an overall assessment of the firm's strategy and the potential rewards and risks of dealing with the firm. It is REQUIRED that students registering for this course have a thorough exposure to accounting course work, at least at the level provided by the Booth course Financial Accounting (B30000). Fundamentals of Accounting for Attorneys (LAWS 79112 or 53260) does not provide a sufficient foundation for this course. Students who have not taken B30000, but feel they have taken an equivalent level of accounting coursework, must petition for a waiver from Professor Berger at Philip.berger@chicagobooth.edu.

Previously:

  • Spring 2017, Philip Berger

Advanced Contract Skills

Spring 2018, Joan Neal

This two-credit seminar will include a series of discrete topics to help students who want to become transactional lawyers hone more advanced contract skills (perhaps including pre-contract issue spotting, review of and issue spotting in more complex types of agreements, pros and cons of contract simplification, drafting of transaction-specific provisions raising complex business issues, etc.). Some classes will include guest speakers from practice (both law firm and in-house counsel). Contract Drafting and Review is a prerequisite for this seminar. Grades will be based upon class participation, preparation for guest speakers, and a series of weekly written homework assignments and in-class exercises. For the additional credit, students will need to get professor approval to either comment/mark up a complex agreement or write a 10-page paper expanding on one of the topics we cover in the class.

Advanced Contracts: Sales Law for A Modern Economy

Spring 2017, Lisa Bernstein

This class is an advanced contracts class that focuses on Article 2 of the Uniform Commercial Code. It presents the material from a hybrid jurisprudential, transactional and litigation perspective in an effort to help students integrate what they have learned about contracts in theory, into the types of tasks that they will face as a transactional lawyer. For (almost) every class students will prepare a written exercise (about 2-4 pages) applying the material in the reading, these range from writing letters to clients, to lecturing the loading dock staff of a company, to researching the content of industry norms, to drafting contract clauses to deal with particular transactional realities. During the quarter students will do a mock appellate argument, a negotiation, and will draft a sales agreement. There is no exam. Written assignments and the final contract will count for 60% of the grade, the other 40% will be based on class preparation and participation.

Advanced Industrial Organization III 

Spring 2017, Dennis Carlton

This course will complement the other courses in the Ph.D. sequence for industrial organization and will focus on topics closely related to antitrust economics and regulation. Topics will include optimal price discrimination, bundling, tie in sales, price fixing, two sided markets including credit cards, the theory of optimal regulation, and the empirical facts of regulation. The course is primarily for PhDs in economics and business, but advanced law students interested in antitrust and regulation plus advanced and interested MBAs are welcome.

Advanced Issues in Delaware Corporate Law 

Spring 2018, William Chandler

This course examines current hot topics in Delaware corporate law, relying principally on judicial decisions and academic or practitioner commentary. It is not a high-level survey course; instead, the course will consider issues such as why Delaware occupies a dominant position in the field of corporate law, and will explore particular aspects of that law, including judicial standards of review, common law fiduciary duties of managers and directors, change of control transactions, conflict transactions, poison pills, and defensive mechanisms-all in the context of particular decisions by the Delaware Court of Chancery and Supreme Court. The class is intended to be a focused course on how corporate law is made in Delaware, as well as the policy reasons underlying its law. Grades will be based on class participation and either a paper or a take-home examination.

Previously:

  • Spring 2017, William Chandler

Advanced Topics in Corporate Reorganizations

Spring 2018, Douglas Baird and Christopher Sontchi

This 2-credit seminar explores emerging issues in corporate reorganization. We are principally interested in the ever-present tension between bankruptcy law and policy and the practical reality of managing a company's business in Chapter 11. The seminar will address such broad topics as restructuring support agreements, asset sales, post-petition financing, structured dismissals, and the role of creditors' committees. Final grade will be based on: a series of short reaction papers, class participation.

Advanced Topics in Financial Regulation

Winter 2018, Eric Posner

This seminar looks at recent topics in financial regulation with special attention to the continuing effects of the financial crisis of 2008. Among other topics, we will examine the LIBOR scandal, the litigation over financial crisis era bailouts, the European debt crisis, and the current push for financial deregulation. While there is no formal prerequisite, students should have some background in the law and some familiarity with financial concepts, or be willing to do some outside reading in order to catch up with the class. Final grade will be based on: a major paper, a series of short research papers.

Antitrust Law

Winter 2018, Randal Picker

This course provides an introduction to the law of antitrust. The course focuses on the practices by which competing firms eliminate, or are alleged to eliminate, competition among themselves. The practices considered include formal cartels, price-fixing conspiracies, conscious parallelism, trade association activities, resale price maintenance, and mergers to monopoly and other types of horizontal merger. The course also looks at the practices by which firms, either singly or in combination, exclude actual or potential competitors from their markets, by means of practices such as boycotts, predatory pricing, tying arrangements, vertical integration, and price discrimination under the Robinson-Patman Act. Both price and non-price vertical restrictions are considered. The grade is based on a final in-class examination.

Previously:

  • Winter 2017, Randal Picker
  • Spring 2017, Andrew Rosenfield

Antitrust Litigation Seminar

Winter 2017, Robert Robertson

The Antitrust Litigation seminar covers the evolution of antitrust law, with a particular focus on litigated cases involving mergers, monopoly, unreasonable agreements, the intersection of antitrust law with intellectual property, and class actions. We will also review the Horizontal Merger Guidelines of the FTC and the DOJ and will try to understand their impact on litigated cases of all kinds, especially with respect to issues related to market definition. For each area of antitrust law, we will discuss how the law developed and study litigation strategies in at least one recent, relevant case. Students will be provided excerpts from actual testimony, evidence, and/or lower court or agency rulings. As part of the classroom work, the students will learn how to use exhibits and demonstratives to argue an antitrust case. Students will have a hands-on experience in using trial exhibit technology and will discuss how it can help an antitrust presentation at trial or on appeal. Why spend time with the early phases of these cases? By the time an appellate court renders an opinion in a case, the issues often look very simple and one-sided, but they are not. After you graduate from the Law School, almost every case that you will see will never make it through litigation or find its way to a decision by a Court of Appeals or the Supreme Court. To gain a complete understanding of antitrust law, you will need to understand how cases evolve at the early stage and what the contested issues are. This seminar will serve students with diverse interests and plans for their legal careers: it should be as valuable to the general business lawyer as to the litigator. I do not assume advanced skill or training in economics, nor is knowledge of complex mathematical or economic tools required. The basic Antitrust Law course is helpful but not required to take the seminar. An eight-hour take home examination, along with participation and performance in class exercises, will determine your grade.

Art Law

Autumn 2017, Anthony Hirschel and William Landes

This seminar examines legal issues in the visual arts including artist's rights and copyright, government regulation of the art market, valuation problems related to authentication and artist estates, disputes over the ownership of art, illicit international trade of art, government funding of museums and artists, and First Amendment issues as they relate to museums and artists. Final grade will be based on: a series of short research papers and class participation.

Previously:

  • Autumn 2016, Antony Hirschel and William Landes

Bankruptcy and Reorganization: The Federal Bankruptcy Code

Autumn 2017, Douglas Baird

This course studies the Federal Bankruptcy Code and the law of corporate reorganization. Topics include the rights of creditors in bankruptcy, the relationship between bankruptcy law and state law, the treatment of executory contracts, bankruptcy planning, the restructuring of corporations in Chapter 11, and the procedure for confirming plans of reorganization. There are no prerequisites for this course.

Previously:

  • Autumn 2016, Anthony Casey
  • Spring 2017, Douglas Baird

Behavioral Law and Economics

Spring 2018, Jonathan Masur

This seminar will explore a set of frontier issues at the intersection of law and human behavior, including people's conduct under risk and uncertainty; the commitment to fairness; social influences and peer pressure; extremism; adaptation; happiness; discrimination; and judicial behavior. Some discussion will be devoted to the uses and limits of paternalism. Grades will be based on class participation and a series of short papers.

Previously:

  • Spring 2017, Jonathan Masur

The Board of Directors

Winter 2018, M. Todd Henderson and Eileen Kamerick

In this seminar, we will simulate nine meetings of a board of directors of a hypothetical company. Students will act as board members. Each week, the board will face a discrete issue of corporate governance. Students will take turns acting as the chair of the board, leading the board of directors though a discussion of the issues. The board will have one week leading up to each class to do legal and other research, to communicate amongst each other and with external stakeholders (played by the professors), and to prepare a presentation for the board and the CEO. The chair will present the case and run the meeting.  The course will focus on the normal functioning of United States publicly listed companies, as well as on the duties of directors in times of crisis or significant change to the corporation. Grades will be based on class participation and out of class work. Instructor consent required. Prerequisite: Business Associations/Corporate Law.

Business of Law

Winter 2017, Bruce Melton

This seminar will focus our students' critical reasoning skills on their own chosen profession through an in-depth and interdisciplinary examination of the business of law. We will analyze the business, how it is changing, and professional development issues that all new lawyers should expect to arise over their long and varied careers. Classes will include guests with expertise in law firm management, client relationship skills, industry trends, and lawyer career development to prompt a robust and candid dialogue from a variety of perspectives. Reading materials will include selected articles, excerpts, and David H. Maister's influential Managing the Professional Services Firm. Grades will be based on short reaction papers.

Business Organizations

Winter 2018, Anthony Casey

This is an introductory course on the law of business organizations. While we will focus primarily on corporations, we will also cover agency and partnership to examine similarities and differences in organizational law. Specific topics will include fiduciary law, shareholder voting, executive compensation, derivative suits, control transactions, mergers and acquisitions, and corporate governance. Special emphasis throughout the course will be given to the functional analysis of legal rules and the law and economics method.

Previously:

  • Autumn 2016, M. Todd Henderson
  • Winter 2017, J. Mark Ramseyer
  • Autumn 2017, Julian Velasco

Business Planning

Winter 2018, Keith Crow and Anthony Sexton

This seminar develops and applies the student's knowledge of taxation and corporate and securities law in the solution of a series of transactional problems involving typical steps in business formation and rearrangement. The problems include the formation of a closely held company; the transition to public ownership of the corporation; executive compensation arrangements; the purchase and sale of a business; and mergers, tender offers, and other types of combination transactions. Small-group discussions and lectures are employed. The student's grade is based on a final examination; students may earn an additional credit by writing a paper on a topic approved by the instructors. The student must have taken (or be taking concurrently) Business Organizations and Corporate Tax I or receive instructor approval.

Business Strategy

Autumn 2017, Emir Kamenica

This course applies tools from microeconomics, game theory, industrial organization, and theory of the firm to analyze decisions facing firms in a competitive environment. The specific focus is on strategic decisions where each firm's profits depend critically on the actions chosen by its competitors. Classes combine case analysis and discussions with lectures. Topics include pricing, positioning, strategic commitment, firm structure, and entry and exit.

Previously:

  • ​​​​​​​Autumn 2016, Emir Kamenica

Buyouts

Spring 2018, Scott Davis

In this course we will examine possible conflicts of interest in mergers and acquisitions, and especially in going private transactions in which publicly held companies are acquired by controlling shareholders or by entities with the participation or support of the company's management. Both types of transactions may raise conflict of interest issues because some of the company's directors or officers, who are charged with protecting the public shareholders, may be accused of having interests adverse to those of the public shareholders. We will examine the methods that Delaware law has provided for dealing with these possible conflicts of interest, the consequences of employing these methods, and some of the remedies provided by that law. We will also look at some other issues raised by going private transactions and certain conflict and other issues that can arise in transactions even if they are neither controlling shareholder buyouts nor buyouts involving the company's management. Finally, we will examine the role of the financial advisors and lawyers who are involved in these transactions. Some of the topics in this seminar will also be covered in Mergers and Acquisitions, but that course is not a prerequisite for this seminar and students may take both classes. Grades will be based on a paper (20-25 pages) and on class participation.

Previously:

  • Spring 2017, Scott Davis​​​​​​​

​​​​​​​Capital Markets Transactions

Winter 2018, Carol Huff

This seminar examines selected legal issues and documents in connection with capital raising transactions by companies and investment banks in the U.S., including initial public offerings and offerings of investment grade and high yield debt securities. The seminar will review the key aspects of offering equity and debt securities, including relevant offering documents and contractual agreements (such as prospectuses, underwriting agreements and indentures), applicable SEC and stock exchange regulation and disclosure issues. Topics will also include the issuance of securities in the context of out-of-court restructuring transactions, as well as related disclosure issues, and alternative means of "going public" in the U.S., including spin-offs. The seminar will include analysis of deal-related issues and case studies. Securities Regulation is a prerequisite. Final grade will be based on: substantial out of classroom work, class participation.

Previously:

  • Winter 2017, Carol Huff

Closing a Deal: Structuring and Documentation of a Secured Loan Transaction

Winter 2017, Erin Casey

This seminar will cover the structuring, documentation and closing of a secured loan transaction from the perspective of the secured lender. As counsel for the secured lender we will first consider the best structure for the proposed loans and how both the organization and working capital needs of the borrowers and the underwriting and regulatory constraints of the secured lender influence this structure. We will next assess commitment documentation and syndication. The majority of our time will then be spent analyzing transaction documentation, progressing from the organization of the closing checklist to the negotiation of the credit agreement and finally to the perfection of liens. In this seminar we will discuss not only why transactions and documentation are structured the way they are and the meanings of standard credit document provisions, but also the practical implications for any commercial finance associate living through the transaction.​​​​​​​​​​​​​​

Collective Bargaining in Sports and Entertainment

Autumn 2016, Michael Leroy

This seminar examines collective bargaining in the contexts of professional sports and entertainment. The Sherman Act and Clayton Act are studied in light of antitrust exemptions that apply to monopolistic employment arrangements such as the reserve system (its opposite is called free agency), the draft and exclusive rights for a player, eligibility restrictions for star amateurs, and other anticompetitive practices in music, theater, movie, TV, and sports settings. The seminar explores how unions have evolved as potent employee responses to highly restrictive employment practices. Class readings examine powerful weapons under the National Labor Relations Act that unions may use to counteract employer cartels in theater, movies, baseball, football, basketball, hockey, and related industries. These weapons include full and partial and intermittent strikes, as well as strike threats. The seminar examines how these bargaining tactics enable rank-and-file employees, and star performers, to share in the wealth that they generate in combination with capital investments made by employers. The seminar emphasizes writing. Students are assigned weekly question sets, and are expected to submit a class paper based on the accumulation of these exercises.

Complex Financial Institutions—the conundrum of "too big to fail?"

Spring 2018, Barry Lee Zubrow

This seminar will examine how events during the financial crisis shaped the debate about global systemically important financial institutions and whether they are "too big to fail"; how current and proposed regulations in the US and EU have sought to address these issues; and what the implications are from the current debate over "repeal" of the Dodd-Frank Act. Final grade will be based on: a series of short research papers and class participation.

Previously:

  • Spring 2017, Barry Lee Zubrow

Compliance and Regulatory Strategy

Spring 2018, Charles Senatore

Since the financial crisis of 2008, regulators and prosecutors around the world increasingly expect companies to have state of the art governance, risk and compliance programs as a condition for remaining in business and for avoiding liabilities for regulatory missteps. Increasingly, regulatory rules are becoming more complex and authorities are becoming more unforgiving, with stepped up efforts to secure criminal and civil penalties against companies, their executives, lawyers and auditors. For companies, such liability can at best result in plummeting share prices, and at worst the shutting down of an enterprise. For individuals, they can result in incarceration, fines, penalties and removal from the business. While many of the principles apply to all industries, the seminar will explore the regulatory and legal foundations for these programs primarily through the lens of the financial services sector, which includes banks, brokerage firms, investment companies and investment advisers. We will also explore how the design and execution of these programs can avoid or limit potential liabilities from regulatory and criminal authorities. From the perspective of a corporate executive, board member or counsel, students will develop the ability to understand the fundamentals of regulatory regimes overseeing these businesses, as well as strategies for successfully engaging the regulators. Students will consider the steps a firm should take to mitigate regulatory and reputation risk, including the importance of an effective corporate ethics program, as well as how, in the process, a firm can enhance its brand, meet the expectations of its board of directors and create value for its shareholders. The grade is based on a series of short reaction papers, attendance and class participation. While courses which contain elements of securities or financial services regulation would be helpful, they are not required. However, the course should be limited to students who have completed their first year, whether in the Law School, the Booth School of Business or other graduate level programs at the university.

Previously:

  • Spring 2017, Charles Senatore

Contract Drafting and Review

Spring 2018, Joan Neal

This seminar will serve as an introduction to contracting drafting and how such drafting differs from other types of legal writing. We will start with the basic "anatomy of a contract," discussing the meaning, use and effect of various provisions. The seminar will address not only legal drafting issues, but also how to understand a client's practical business needs in order to effectively use the contract as a planning and problem solving tool. Students will draft and review specific contract provisions, and will learn how to read, review and analyze contracts with an eye toward both legal and business risk issues. Final grade will be based on: substantial out of classroom work, group projects, class participation.

Previously:

  • Autumn 2016, Joan Neal
  • Winter 2017, Joan Neal
  • Autumn 2017, Joan Neal
  • Winter 2018, Joan Neal

Contract Law for LLM Students

Spring 2018, Douglas Baird

This course reviews the core ideas of the common law of contracts and the way they apply to modern commercial transactions. These ideas include the expectation damages principle, bargained-for consideration, promissory estoppel, offer and acceptance, mutual mistake, and excuse.

Previously:

  • Spring 2017, Lisa Bernstein

Copyright

Winter 2018, Saul Levmore

This course explores the major areas of copyright law, with special emphasis on how law has responded to new technologies and political pressures. Topics include copyright duration, subject matter, and ownership; the rights and limitations of copyright holders, including the fair use doctrine; remedies for copyright infringement; and federal preemption of state law. The student's grade is based on a final examination.

Previously:

  • Autumn 2016, Randal Picker

Corporate and Entrepreneurial Finance

Spring 2018, Steven Kaplan

This course uses the case method to study the practical aspects of important topics in corporate and entrepreneurial finance. We will apply the concepts and techniques of corporate finance to actual situations. The course is roughly divided into three sections: (1) financing decisions; (2) investment decisions; (3) entrepreneurial finance; and (4) private equity finance. In addition to analyzing the specific financing problems or issues, we will consider how those issues relate to the strategic objectives of the firm. It will be important to examine the "big picture" assumptions that are used in the numerical calculations. This course also places a strong emphasis on presentation and discussion skills. It will be important to explain your positions or arguments to each other and to try to argue for the implementation of your recommendations. COURSE PROCEDURES For each class meeting, I will assign study questions concerning one or two case studies. For most of the class period, we will consider the questions and the material in the cases. This includes the first meeting. You are allowed and encouraged, but not required to meet in groups outside of class to discuss and analyze the cases. Each group will submit a two-page memorandum of analysis and recommendations at the beginning of each case discussion. If you are working in a group, I will accept one memorandum from the group and count it for all students in the group. If you choose to do this, the group can include up to 3 students. Each memorandum should be typed and double-spaced. Write these as if you were writing a recommendation to the CEO or major decision maker in the case. The two page limit is for text only. You may attach as many numerical calculations as you wish. Memoranda will not be accepted after the class has met. A memorandum will be given credit if it is handed in and no credit if it is not. Initially, therefore, I will not grade them. However, I will use the memoranda to determine final grades for those students who are on the border of two grades. You should prepare a memorandum for UST, the first class. The readings and articles that I have assigned and will hand out are largely non-technical in nature and summarize the findings of academic research in corporate finance in the recent past. These articles are meant to be background material that will help you analyze the cases. They should not necessarily be cited in the case discussion. You should argue as if you were in a corporate boardroom rather than in a doctoral seminar. The process of arriving at the answer is as important as getting the answer. Because of the nature of this course (and its grading criteria), it is extremely important that you attend every class, arrive on time and be prepared to participate. To help me out, you should bring your name cards to each class. I may not remember who said what without those cards. In the past, students have asked me to hand out my case analysis after the class has discussed the case. I will not do this, because there are usually no absolute right answers. The best cases are deliberately written to be ambiguous. While there are no right answers, there are good arguments and bad arguments. This course is designed to help you learn to distinguish between sensible and senseless arguments. Handing out my analyses would reduce the ambiguity in the cases and partially defeat the purpose of doing cases. If you are uncomfortable with ambiguity, this class may not be for you.

Previously:

  • Spring 2017, Steven Kaplan

Corporate Criminal Prosecutions and Investigations 

Winter 2018, Andrew Boutros

The criminal investigation and prosecution of large-scale corporate fraud and corruption are among the hottest areas of focus for prosecutors and the criminal defense bar. This seminar is designed for students interested in learning about the various aspects of uncovering, investigating, defending, prosecuting, and resolving corporate criminal matters, including those arising under the Foreign Corrupt Practices Act. The seminar will address legal and practical issues and concerns from the perspective of the prosecutor, the defense attorney, and in-house counsel. Among other topics, students will learn about: (i) foundational principles of corporate criminal liability; (ii) the whistleblower frameworks under the Dodd-Frank Act and Sarbanes-Oxley Act; (iii) conducting internal investigations as well as government investigative techniques and tools; (iv) strategic considerations for the prosecutor and defense lawyer in white collar criminal investigations; (v) prosecutorial and SEC charging policies, including creating incentives to encourage voluntary disclosure and cooperation; (vi) pre-trial diversion, including deferred and non-prosecution agreements; (vii) compliance monitors and the monitorship process; (viii) the Foreign Corrupt Practices Act; and (ix) proposals for corporate criminal reform. The seminar will introduce students to this multi-faceted area of the law, and expose students to real-world considerations involved in advising corporate clients and their officers, directors, and employees. This is a three-credit class. The student's grade will be based on a major paper (20-25 pages) and class participation. Papers are eligible to satisfy the writing project (WP) requirement and will be due four weeks after final exams for the Winter quarter.

Previously:

  • Winter 2017, Andrew Boutros

Corporate Finance

Winter 2018, Dhammika Dharmapala

This course provides an overview of the application to law of the basic principles of corporate finance and financial economics. Topics include the concept of discounting and present value, portfolio theory and diversification, the theory of efficient capital markets and its applications in securities litigation, corporate capital structure and bond covenants, and the analysis of options and other derivative instruments.

Previously:

  • Spring 2017, Dhammika Dharmapala

Corporate Governance

Autumn 2017, Thomas Cole

Through the production of goods and services, innovation, employment and occasional misbehavior, publicly-held corporations in the U.S. exert an enormous impact on the lives of individuals and the economy in general. How (and how well) corporations are governed greatly influences what that impact will be. Since the early 1990s, there has been a significant increase in the attention given to corporate governance by investors, lawyers, academicians, politicians and the press. This seminar will provide students with a deep understanding of applicable legal, regulatory and market influences on corporate governance, an appreciation for the historical development of the current system of governance and insights into current "hot" issues and the continuing evolution of governance. We will discuss critical issues such as for whose benefit is a corporation to be governed and what is the proper balance of decision-making authority between owners and managers. There will be a heavy emphasis on the role of counsel to the enterprise as a whole and on the practical aspects of advising officers and directors, including the coordination of multi-disciplinary teams. Corporations and securities law courses provide highly desirable background, but are not prerequisites. Grades will be based upon: a final take-home exam (2 credits), or a final take-home exam plus a 10-12 page research paper (3 credits), or a full-length paper (3 credits). In all instances, class participation will also be taken into account. Enrollment will be limited to 25 students; MBA students from Booth will be welcome.

Previously:

  • Autumn 2016, Thomas Cole

Corporate Governance in Emerging Markets

Spring 2018, Dhammika Dharmapala

This seminar provides an overview of recent developments and scholarship relating to corporate governance, primarily from a "law and finance" perspective. It particularly emphasizes the context of developing and transitional economies and other jurisdictions without a long tradition of strong corporate and securities law and enforcement. Topics to be covered include: 1) The emerging markets context, the distinctive legal and governance issues raised by firms with controlling shareholders, and the legal and institutional preconditions for stock market development 2) Legal and economic aspects of tunneling and other forms of self-dealing among firms with controlling shareholders 3) The debate on the impact of historical legal origins on stock market development 4) The evidence on the impact of corporate and securities law reforms on firm value and stock market development, introduced through country-level studies of major recent reforms in Korea, India and Russia 5) The distinctive context of corporate governance in China, including issues raised by the role of governmental entities as controlling shareholders 6) Regulatory dualism, as exemplified by Brazil's Novo Mercado, and the regulation of hostile takeovers in emerging markets 7) The causes and implications of the phenomenon of international cross-listing 8) The role of public and private enforcement of securities law in stock market development While some background in areas such as corporate and securities law would be helpful, there is no formal prerequisite for the seminar. Some readings from the "law and finance" literature will be interdisciplinary in approach, and some undertake statistical analysis. However, no background in finance or statistics will be assumed. Rather, the emphasis will be on understanding the implications of the readings for law and policy. Final grade will be based on a major paper (20-25 pages).

Previously:

  • Winter 2017, Dhammika Dharmapala

Corporate Tax I

Winter 2018, David Weisbach

This course examines income tax aspects of the formations, distributions, and liquidations of corporations. The focus is on transactional and planning aspects of the corporate tax. Prerequisite: Introductory Income Taxation required except with permission of the instruction. The student's grade is based on class participation and a final examination.

Previously:

  • Winter 2017, David Weisbach

Corporate Tax II

Spring 2018, David Weisbach

This course surveys the taxation of reorganizations and other adjustments involving continuing businesses: mergers, asset and stock acquisitions and other similar shifts of ownership and control; recapitalizations; and divisions. Points of focus are the recognition of gain and loss and the survival and allocation of tax attributes (basis, earnings, and loss carryovers) in these transactions. Prerequisites: Taxation of Corporations I or Corporate Tax I Students' grades based on a final examination or a full-length paper.

Previously:

  • Spring 2017, David Weisbach​​​​​​​

Corporate Theory

Spring 2018, Dorothy Lund

This course explores why American corporation law has its particular structure. In the course, we will seek to understand how the separation of ownership and control creates agency costs, and the ways in which corporate law attempts to remedy them, including disclosure, fiduciary duties, voting, and hostile takeovers. In addition to exploring the economic theory underpinning corporate law, we will consider the political context in which corporate governance operates. We will read and discuss current debates about the agency cost framework, the proper balance of decision-making authority between shareholders and managers, and the merits of legal rules. Some background in business law will be helpful, but is not a requirement. Students will be evaluated based on class participation and a series of reaction papers (two credits).

Cross-Border Transactions: Securities, M&A, and Joint Ventures

Autumn 2017, Tarek Sultani

This seminar is a survey of cross-border transactions and how successfully negotiating a transaction may vary across boarders. We will first examine M&A, securities and financing transactions to gain comparative oversight. After covering this foundational overview, we will turn to Europe to gain an understanding of how various governance rules and local laws can impact transactions and procedures. Next, we will devote some time to Asian markets to show how recent changes in local law have expanded the opportunities for cross-border transactions, particularly for global supply chain transactions, and the implications of such changes on the legal profession. The course will cover a hands-on simulated negotiation. The course will also discuss the increasingly important issue of bribery, focusing primarily on the Foreign Corrupt Practices Act and the UK Bribery Act. We will then put all this together to discuss multi-jurisdictional transactions and how to best negotiate cross-border legal, procedural and cultural differences. Final grade will be based on: Substantial out of classroom work, class participation.

Previously:

  • Autumn 2016, Tarek Sultani

Current Controversies in Corporate and Securities Law

Winter 2017, Richard Shepro

This seminar deals with the most important developments in U.S. (and to some extent global) corporate and securities practice during the preceding year. The seminar and discussions provide analysis of the legal, political, and economic implications of these Developments. Each student submits one paper and gives an oral presentation and analysis of another student's paper.

Deals and Joint-Ventures: Contract Strategy Simulation

Autumn 2016, Gillian Hadfield

The goal of this course is to develop your ability to strategically analyze contracting problems, increase your knowledge of the business needs that drive contracting, and give you an opportunity to further your knowledge of contract law in the context of related areas of law. The emphasis is not on learning new doctrine per se but on putting analytical and legal concepts to work, developing judgment about how to isolate key issues, and working collaboratively to generate sound advice to promote a business client's objectives. The course involves working with a team on a series of case studies, each of which is based on an actual case drawn from the files of a major commercial law firm or a problem facing a real client. Case studies range across a number of industries that in the past have included mining, entertainment, technology, pharmaceuticals, and franchising and can be both domestic and international in structure. Situations include responses to a draft agreement, changes in a contract on renewal, structuring an agreement to support a time-sensitive multi-national deal that is contingent on many factors including foreign government approvals, advising on the enforceability of an arbitration provision, and advising a start-up seeking initial venture capital. Teams alternate roles as attorneys and clients. Attorney teams prepare and circulate documents to structure discussions with the client teams. There are no assigned caselaw or statutory materials; any caselaw or statutes a team feels it needs to analyze a problem come from the team's own research, including both contract and other areas of law "such as trade secret, jurisdiction, or agency"and the course thus gives students an opportunity to integrate their analysis of a problem across several areas of law as is the case for most real law problems.

Elements of Business Law 

Spring 2018, M. Todd Henderson

About half of all law students will become transactional lawyers of various kinds, but almost the entire first-year curriculum is focused on litigation. This course seeks to fill the gap by introducing key principles of transactional law and practice. It is a business-law companion to the "Elements of Law" course. The goals are: (1) to introduce certain foundational concepts and tools that will be useful for upper-level business-law courses; (2) to expose students thinking of summer jobs to what it is like to be a transactional lawyer; and (3) to provide an overview of business-law issues to students who do not plan on a transactional career. We will examine several specific transactions in detail, covering the background law and concepts, the transaction itself, and a discussion about the issues surrounding it. Some of these will be transactions where the lawyer's job is to expand the pie, and others will be where the job is to divide the pie. In all cases, we will discuss the role of the lawyer, tools of analysis (e.g., valuation, accounting, statutory and rule interpretation, etc.), and ethical issues that may arise. No business experience, economics training, or particular interest in business is required. Grades will be based on a mix of reaction papers, journal entries, exercises, and an essay.

Employee Benefits Law

Autumn 2017, Charles Wolf

This seminar will provide an introduction to the Employee Retirement Income Security Act (ERISA) and other federal statutes regulating employee benefit plans in the private sector. The course will cover many types of plans, including defined benefit pension plans, individual account retirement plans (such as 401(k) plans), medical plans, other welfare benefit plans and executive compensation programs. It will provide a basic understanding of fiduciary standards governing plan administration and the investment of plan assets; minimum standards for benefits and funding; benefit claim dispute resolution procedures and standards of judicial review; federal preemption of state laws; and key issues which arise in ERISA litigation. The course is intended for students interested in a broader labor and employment practice; a mergers and acquisitions or general corporate practice; or a civil litigation practice. Although our primary mission will be to prepare students for the practice of law, we also will explore whether the law governing employee benefit plans is operating effectively and in accordance with its stated purposes. Students will be graded on class participation and on a series of short reaction and research papers. There are no prerequisites required for this seminar.

Previously:

  • Autumn 2016, Charles Wolf

Employment Discrimination Law

Autumn 2017, James Whitehead

This course deals with the problem of discrimination in the American workplace and the federal and state statutes that have been enacted to prohibit it. Primary focus will be on the major federal equal employment opportunity statutes (Title VII of the Civil Rights Act of 1964, the Equal Pay Act, the Age Discrimination in Employment Act, and the Americans with Disabilities Act), the types of claims that are brought under these laws (disparate treatment, disparate impact, mixed motives, and retaliation claims), and the varying burdens of proof/persuasion, procedural prerequisites, and remedies provided by these statutes, along with current proposals for legislative change. Enrollment will be limited to 20 students. The student's grade will be based on class participation and a final examination.

Previously:

  • Autumn 2016, Jessica Clarke

Employment Law Clinic

Spring 2018, Randall Schmidt

Randall D. Schmidt and his students operate the Clinic's Employment Law Clinic. The Clinic focuses primarily on pre-trial litigation and handles a number of individual cases and class actions. In individual cases, the Clinic represents clients in cases before the Illinois Department of Human Rights and the Illinois Human Rights Commission and seeks to obtain relief for clients from race, sex, national origin, and handicap discrimination in the work place. In the class actions, the Clinic represents groups of employees in employment and civil rights actions in federal court. Additionally, in its individual cases and law reform/impact cases, the Clinic seeks to improve the procedures and remedies available to victims of employment discrimination so that employees have a fair opportunity to present their claims in a reasonably expeditious way. To accomplish this goal, the Clinic is active in the legislative arena and participates with other civil rights groups in efforts to amend and improve state and federal laws. It is suggested, but not required, that all students in the Employment Law Clinic take the Employment Discrimination Law seminar. It is recommended that third-year students take, prior to their third year, either the Intensive Trial Practice Workshop or some other trial practice course. The student's grade is based on class participation. Academic credit varies and will be awarded according to the Law School's general criteria for clinical courses as described in the Law School Announcements and by the approval of the clinical faculty. Evidence is a prerequisite for 3L's in the clinic. The Intensive Trial Practice Workshop (or an equivalent trial practice course) is recommended for 3L's in the clinic.

Previously:

  • Autumn 2016, Randall Schmidt
  • Winter 2017, Randall Schmidt
  • Spring 2017, Randall Schmidt
  • Autumn 2017, Randall Schmidt
  • Winter 2018, Randall Schmidt

Energy Law and Policy

Spring 2018, Mark N. Templeton

Energy markets and regulation have undergone significant changes in the past 20 years in the United States in attempts to improve reliability, to reduce costs, and to address environmental impacts, while meeting increased demand. Focusing primarily on electric power, this course will introduce students to energy economics and the principles and administration of public utility regulation. The class will trace the historical development of the regulated electric industry, review traditional sources of energy used to generate electricity (water, coal, and natural gas), and examine the current structure of the electric industry and emerging issues, including wholesale and retail competition, environmental effects (including climate change), renewable energy, conservation and efficiency.

Previously:

  • Spring 2017, Mark N. Templeton

Entrepreneurship and the Law

Autumn 2017, Salen Churi, Elizabeth Kregor, Amy Hermalik

This seminar examines how the law and legal counsel influence innovation and entrepreneurship in the US, particularly by micro-enterprises. The seminar explores the position of the entrepreneur in society, in the economy, and in our constitutional framework, in order to analyze the entrepreneur's fundamental legal needs. We survey legal questions particular to start-ups, including strategies for structuring a business organization, financing, and protecting intellectual property. Assignments require students to research issues that apply to hypothetical and real start-ups and practice lawyerly skills like strategic planning, negotiation, drafting, and counseling. Students' grades will be based on active participation and several research and writing assignments.

Previously:

  • Autumn 2016, Salen Churi, Elizabeth Kregor, Amy Hermalik

Environmental Law

Autumn 2017, Karen Marie Bradshaw

This course surveys the legal landscape of environmental protection in the United States. It focuses cases interpreting the major federal environmental statutes, including the National Environmental Policy Act, Endangered Species Act, Clean Water Act, and Clean Air Act. The course also incorporates economic, scientific, and ethical considerations, with an emphasis on how conflicts are resolved among competing stakeholders within shared policy space.

Previously:

  • Autumn 2016, Michael Livermore

Fair Housing 

Winter 2018, Lee Fennell

This seminar will focus on the law and policy of fair housing, broadly construed. Significant attention will be devoted to antidiscrimination laws in housing, including the federal Fair Housing Act. We will also explore existing and proposed policies for improving access of lower-income people to housing. The dynamics of segregation and concentrated poverty will be examined, as well as the effects of zoning and other land use controls. Additional topics may include urban squatting, rent control, gentrification, subprime lending, the siting of locally undesirable land uses, and the use of eminent domain in "blighted" areas. The student's grade will be based on class participation and a series of short papers. Students may not take this course pass/fail.

Feminist Economics and Public Policy

Spring 2017, Diana Strassmann

This seminar will explore advances in feminist economics and the implications for public policy in local and global communities. Drawing from feminist economics research, the seminar will address the persistence of gender inequality in societies around the world and proposed policy solutions. Topics will include gender relations and the organization of domestic and market work, violence against women, workplace and pay equality, gendered access to resources, education, and healthcare, and gender and property rights. Evaluation will be based on class participation, and short research/response papers. Students may write a larger paper for the extra credit. Non-law students must have instructor consent to enroll.

Financial Regulation Law

Spring 2017, Richard A. Epstein

This course will consider the regulation of banks and other financial institutions in the United States. It will start with the history and evolution of banking regulation in order to se the stage of the examining the regulatory responses to the recent financial crisis. Topic include an examination of the Dodd-Frank legislation, including the activities of the Consumer Fraud Protection Bureau and the complex bailouts cases, of both Fannie Mae and Freddie Mac, and lso AIG. The course will also cover various proposals for reform that have been proposed to deal with the current impasse.

Food and Drug Law and Policy

Spring 2018, Jack R. Bierig

This course explores legal and policy issues in the federal regulation of foods, drugs, medical devices, and other products coming within the jurisdiction of the FDA. It will examine substantive standards applicable to these products and procedural issues in the enforcement of these standards. It will also address the tension between state and federal regulation in this area, constitutional constraints on such regulation, the conflict between state tort law and federal regulation, and a variety of other issues relating to the development and marketing of regulated products. The student's grade is based on class participation and a final examination or major paper.

Previously:

  • Spring 2017, Jack R. Bierig

Fundamentals of Accounting for Attorneys

Autumn 2016, Philip Bach and Sean Young

This seminar will teach the basic fundamentals of accounting to better prepare you to recognize and understand financial business issues related to the practice of law. Topics include key accounting concepts, reading financial statements and financial statement analysis. The class sessions will include guest speakers presenting on current accounting topics such as Sarbanes Oxley, working with the SEC and forensic accounting (investigating accounting frauds). The class is designed for those who have never taken an accounting class and/or have little financial background. There are no prerequisites but you should not take this class if you have taken an accounting class before or if you have experience in finance or accounting. Grades will be based on homework, papers and a final examination.

Greenberg Seminar: Unions in the American Political System

Spring 2018, Nicholas Stephanopoulos and Genevieve Lakier

In the United States and throughout much of the rest of the world, unions have historically played a tremendously important role in national, as well as local, politics. Over the past several decades, however, union strength has declined markedly, and the ability of unions to play an important role in national politics is today very much in question. In this seminar, we will explore the past, present, and future role that unions have played in the American political system.  We will examine the constitutional questions raised by union political power, the challenges that unions face in the present political environment, and the possible alternatives to unions as mobilizing institutions. We will also examine the significant differences in the nature of union political power in other industrialized countries and ask why, in this context as in others, the United States is so exceptional.

Previously:

  • Autumn 2017, Nicholas Stephanopoulos and Genevieve Lakier
  • Winter 2018, Nicholas Stephanopoulos and Genevieve Lakier

Institute for Justice Clinic on Entrepreneurship

Spring 2018, Elizabeth Kregor and Amy Hermalik

The Institute for Justice Clinic on Entrepreneurship, or IJ Clinic, provides legal assistance to low-income entrepreneurs who are pursuing the American Dream in spite of legal obstacles. IJ Clinic students develop practical skills in transactional lawyering while helping creative entrepreneurs earn an honest living, innovate, and build businesses that build neighborhoods. Students advise clients on issues such as business formation, licensing, zoning, strategic relationships, intellectual property protection, and regulatory compliance. Students become trusted advisors for their clients and have the opportunity to consult with clients on business developments; draft and review custom contracts; negotiate deals; research complex regulatory schemes and advise clients on how to comply; and occasionally appear before administrative bodies. Students may also work on policy projects to change laws that restrict low-income entrepreneurs. Policy work may involve legislative drafting, lobbying, and community organizing. Academic credit varies and will be awarded according to the Law School's general criteria for clinical courses as described in the Law School Announcements and by the approval of the clinical staff. The seminar Entrepreneurship & The Law is a pre- or co-requisite unless a student has received special permission from the IJ Clinic instructors. A commitment of at least two quarters is required.

Previously:

  • Autumn 2016, Elizabeth Kregor and Amy Hermalik
  • Winter 2017, Elizabeth Kregor and Amy Hermalik
  • Spring 2017, Elizabeth Kregor and Amy Hermalik
  • Autumn 2017, Elizabeth Kregor and Amy Hermalik
  • Winter 2018, Elizabeth Kregor and Amy Hermalik

Intellectual Property-based Finance and Investment

Autumn 2017, Michael Friedman

Developed world corporations today are focused on an innovation heavy, tangible asset-lite model while exporting manufacturing, a lower margin enterprise. The trend is demonstrated by increased levels of R&D in innovation-driven industries, a doubling of issued patents outstanding and material, concentrated changes in the underlying IP law. While IP valuation, implementation and technological trends are coming to dominate many forms of investing, optimal risk adjusted returns morph with levels in the equity and credits markets and changes in IP law. This course will review these trends, explain the range of IP investment types (liquid/Illiquid, public/private, cash/derivative) and illustrate how insight into IP can drive investment and capital market decision making. Final grade will be based on a major paper.

Previously:

  • Autumn 2016, Michael Friedman

International Arbitration

Autumn 2017, Javier Rubinstein

This seminar provides a basic foundation in the law and mechanics of international commercial arbitration and international investment arbitration. It will give students an understanding of the substantive and strategic issues that frequently confront international arbitration practitioners. The Seminar covers, among other things, the crafting of international arbitration agreements, the relative advantages and disadvantages of ad hoc UNCITRAL-Rules arbitration and institutional arbitration (e.g., ICC, LCIA, CAS, ICSID). The seminar also addresses the rules of procedure that commonly govern international arbitration, including procedural issues that commonly arise in international arbitration, including the availability and extent of discovery, pre-hearing procedure, the presentation of evidence, and the enforcement of international arbitral awards. The Seminar also will cover the fundamentals of international investment arbitration, including the jurisdictional issues that commonly arise in investor-state arbitration and the types of treaty claims that are commonly asserted under international law. While there will be a fair amount of traditional lecture, the format of the Seminar will depend heavily upon active student participation. Students will be graded based upon the quality of their preparation for and participation in the Seminar, as well as the quality of a required paper. This Seminar will satisfy part of the lesser of the school's two writing requirements, if substantial research and written work is completed.

International Business Transactions

Autumn 2016, Alan D'ambrosio

This seminar provides a detailed review and analysis of a number of business transactions in a complex international setting. The documents underlying these transactions include: (i) an acquisition agreement, (ii) a joint venture agreement, (iii) an outsourcing agreement and (iv) a distribution agreement for the sale of goods. These documents will be reviewed in the context of these transactions, which involve business entities in several countries. Students will be asked to identify and address key legal issues. They will be asked to analyze, draft and revise key provisions of these agreements and determine whether the drafted provisions achieve the objectives sought. Students will also be asked to prepare several short papers addressing key legal issues underlying provisions of these agreements and the transactions involved. Students will be graded based upon (i) the quality of their preparation for and participation in the seminar (ii) their work product in connection with several drafting assignments and (iii) the quality of the short papers addressing specific issues. There will not be a final examination.

International Commercial Arbitration 

Winter 2017, Michael Morkin

The objective of this seminar is to familiarize the student with what has emerged as the primary means of resolving cross-border and multi-jurisdictional commercial disputes in today's global economy. Through this seminar, the student will explore the similarities and differences between international arbitration and the procedures used in common law (i.e. the U.S. and U.K.) and civil law (i.e. most of Europe, Asia and Latin America) systems. The student will develop an appreciation for the cross-cultural nature of international transactions and disputes and attain a certain facility with key international arbitration rules, multi-lateral treaties, and arbitration provisions. Through review of relevant court decisions, the student will develop an appreciation for the interplay between the arbitral authority and the national courts. Students will learn when and why to enter into arbitration agreements as well as how to initiate proceedings and select arbitrators, present evidence and contest and enforce awards. This seminar will be interactive with some simulation work, including negotiating, drafting, and oral advocacy in addition to class discussion. Booth students do not require instructor consent in order to submit a registration request. The student's grade will be based upon in-class participation and a take-home final exam. This course is highly recommended for students interested in negotiating international transactions and resolving the disputes arising thereunder.

International Investment Law 

Spring 2017, Thomas Ginsburg and Ruoying Chen

Foreign investment is a central feature of the world economy, and plays an essential role in economic development. It involves a transaction in which an investor in one country (home state) sends capital to another (host state). But in many cases the transaction is subject to what is called in economics a dynamic inconsistency problem, in which the host state's incentives change once the investment is sunk, and it may want to renege on its promises to the investor. Furthermore, neither side is likely to want any disputes adjudicated in the courts of the other's country. The global investment regime has arisen to help resolve these problems. The regime includes bilateral investment treaties (known as BITs) as well as multilateral agreements that are embedded in broader treaty structures, such as the North American Free Trade Agreement (NAFTA) or the Energy Charter Treaty. This seminar will introduce students to the operation of the investment law regime, with an emphasis on the tensions between home and host states, the impact of the regime on development outcomes, and the relationship between law and arbitration. There are no prerequisites. This class will have two additional meetings which will be determined after the class begins.

International Law of Sovereign Debt Crises

Spring 2017, James Foorman

This seminar will cover the international law that applies to sovereign debt crises, i.e., crises that occur when nation states default on their bonds or loan obligations. We will begin by discussing the elements of sovereign debt finance, the key contractual provisions of debt agreements, legal doctrines bearing on sovereign debt (such as sovereign immunity, odious debts and state succession), and the process for rescheduling or otherwise resolving impaired debt. Such recent cases as Argentina, Greece and Ukraine will provide concrete and practical context for our discussions. We also will consider the roles of various international bodies, such as the IMF and the European Central Bank, and proposed international regimes for resolving defaulted debt. We will use Lastra and Buchheit, "Sovereign Debt Management", Oxford University Press 2014 and other materials to be provided by the Lecturer. There are no prerequisites for the course. The grade will be based on a paper of approximately 25 pages, as well as on class participation.

International Trade Law

Spring 2018, Adam Chilton

This course focuses on the law governing international trade. It will specifically focus on the laws established by the World Trade Organization. This will include an in-depth analysis of the treaties, regulations, and case law that govern international trade. The course will both cover the basic principles governing trade law, as well as the trade laws governing intellectual property, environmental regulation, food safety, trade in services, and technical standards. The course will also examine the implication of the international trading regime for developing countries, and the political economy of trade negotiations.

Islamic Law and Finance

Winter 2017, Cynthia Shawamreh

This seminar will provide students with an overview of the modern Islamic finance industry. We will review the basic sources of Islamic law and jurisprudence and consider the prohibitions on unjustified increase (riba) and excessive risk (gharar). We will explore the classical rules of Islamic contract and commercial law and their application in the modern context. The growth of the modern Islamic finance industry from the 1970's to the present will be examined. The main Islamic financial products will be reviewed. We will consider legal questions in structuring transaction documentation and enforcement. We will explore the ethical underpinnings of Islamic finance and the social justice questions highlighted by the intersection of religion and finance. Regulatory issues will be discussed. We will also consider the political environment in which Islamic finance currently operates. The course is intended to familiarize students with the essential legal framework of the rapidly emerging market for highly technical and sophisticated Islamic financial products.

Kirkland & Ellis Corporate Lab Clinic

Spring 2018, David Zarfes, Sean Kramer, Joshua Avratin

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.)

Previously:

  • Autumn 2016, David Zarfes, Sean Kramer, Joshua Avratin
  • Winter 2017, David Zarfes, Sean Kramer, Joshua Avratin
  • Spring 2017, David Zarfes, Sean Kramer, Joshua Avratin
  • Autumn 2017, David Zarfes, Sean Kramer, Joshua Avratin
  • Winter 2018, David Zarfes, Sean Kramer, Joshua Avratin

Labor History and the Law

Spring 2018, Laura Weinrib

This seminar examines the historical relationship between American workers and the law. It focuses on legal contests over workers' rights in the courts, legislatures, and administrative agencies during the late-nineteenth and twentieth centuries. Readings explore the ways in which law has shaped labor solidarity, class formation, and strategies for organization and resistance. They also consider the influence of organized labor and of labor law on mobilization for social change, including the movements for civil liberties and civil rights. The seminar concludes by exploring current trends in American labor relations, including recent efforts to curtail the collective bargaining rights of public employees. Final grade will be based on a major paper or a series of short reaction papers.

Labor Law

Winter 2017, Laura Weinrib

This course examines the statutory, administrative, and judicial law governing collective labor relations. The principal subjects are union organizing and collective bargaining, with particular attention to the National Labor Relations Act. Students consider the strategies adopted by labor groups, employers, and legal actors in response to evolving economic and social conditions. The course draws on historical and comparative perspectives to evaluate emerging alternatives to the existing labor law regime. The grade is based on a final in-class examination and class participation.

Law and Economic Development

Spring 2018, Thomas Ginsburg and Anup Malani

The relationship between law and economic development has been one of the central concerns of both modern social theory and of the development profession. This course will explore how, if at all, one might structure the legal system or implement particular policies so as to foster national economic growth. Drawing on literatures from economics, law and other disciplines, our first topic will be a survey of the various theories that seek to explain the process of development. Then we will turn to a discussion of the role that law might have played the role played in the development of Western Europe and that it might play in the development plans of currently developing nations. We shall also include a discussion of the impact that international trade and investment law play in generating wealth, and the relationship between wealth, democracy and distribution. Final grade is based on a 20-page paper. SRP requires a 25-page paper.

Law and the Economics of Natural Resources Markets

Spring 2017, Richard Sandor

Market-based mechanisms such as emissions trading are becoming widely accepted as cost-effective methods for addressing environmental concerns, especially as societies move towards a carbon-constrained future. In the last decade, we have witnessed the expansion of environmental finance to new products - carbon dioxide spot and futures contracts, sulfur dioxide futures and over-the-counter water contracts - that are now fully integrated financial instruments for hedging and speculation. These mechanisms also have potential benefits to address issues in other pressing matters such as water quality, fisheries and biodiversity protection. Non-law students must apply by emailing Curtrice Scott, Esq., Director, Coase-Sandor Institute at curtrice@uchicago.edu.

Lawyering: Brief Writing, Oral Advocacy and Transactional Skills

Spring 2018, Brian Feinstein, Diego Zambrano, Dorothy Lund, Emma Kaufman, Manisha Padi, Hiba Hafiz

This experiential class provides first-year students with a broad range of transactional and litigation-oriented lawyering skills including brief writing; oral advocacy; contract-drafting; and negotiation strategy. In preparation for this class, all first-year students must complete a specially-designed transactional module taught by members of the Law School's clinical faculty and focusing on a range of key competencies, including contract-drafting and negotiation strategy, among other areas. Students then move to developing their research and writing skills by drafting an appellate brief based on a factual scenario that mirrors real life cases encountered in day-to-day legal practice. During the brief-writing process, students will be introduced to the Federal Rules of Appellate Procedure and the basic rules of professional conduct that govern formal court submissions. After completing the brief, students will focus on developing their presentation skills and attend a lecture on oral advocacy by a federal appellate judge. The class culminates in the formal Bigelow Moot Court, in which students argue before a three-judge panel of law professors and distinguished attorneys who will provide students with (1) an opportunity for self-assessment, and (2) individualized feedback on their oral advocacy. Each of the experiential components of the Lawyering class - brief writing, oral advocacy, and the transactional module - builds upon the competencies that students have developed throughout the first-year legal writing program and provides them with an introduction to basic lawyering skills.

Previously:

  • Spring 2017, Brian Feinstein, Ben Frunwald, Dorothy Lund, Michael Pollack, Diego Zambrano, Hiba Hafiz

The Legal Challenges of Early Stage Companies: The Lawyer as an Entrepreneur

Winter 2017, Michael Kennedy

The seminar will explore the legal challenges that arise in taking a business concept and growing it into a sustainable entity. Tapping a number of legal disciplines, the seminar will examine how to identify a concept's value proposition along with its risks. The seminar will further explore securing funding with an emphasis on raising money under safe-harbor provisions and new crowdfunding regulations. Students will identify, present, critique and document potential new business concepts. A student's grade is based upon 3 short writing assignments and class participation.

Legal Elements of Accounting

Winter 2018, John Sylla

This mini-class introduces accounting from a mixed law and business perspective. It covers basic concepts and vocabulary of accounting, not so much to instill proficiency with the mechanics of debits and credits as to serve as a foundation from which to understand financial statements. The course then examines accounting from a legal perspective, including consideration of common accounting decisions with potential legal ramifications. It also analyzes throughout the reasons for and roles of financial accounting and auditing, as well as the incentives of various persons involved in producing, regulating, and consuming financial accounting information. The seminar will touch on some limitations of, and divergent results possible under, generally accepted accounting principles. Current cases, proposals, and controversies will be discussed. Attendance and participation will be very important. Grades will be based on a take-home assignment. Students with substantial prior exposure to accounting (such as students with an MBA, joint MBA/JD students, and undergraduate finance or accounting majors) may not take the course for credit.

Previously:

  • Winter 2017, John Sylla

Legal Issues in International Transactions

Winter 2017, Ruoying Chen

This seminar will discuss legal issues with respect to international finance: activities involving cross-border payment and investment. Financial markets all over the world have been undergoing a higher degree of global integration in terms of service/product, capital and people. It is also an area where inter-government cooperation and coordination are mostly active, pushing for the establishment of numerous international organization and for the convergence of legal rules in many aspects. Meanwhile, regulation of financial transactions and market players and its enforcement remain largely domestic and fierce competition between sovereign states is increasing dramatically. Such a strong contrast presents exiting and complex challenges that worth intellectual reflection and discussions among lawyers. By applying useful theoretical framework and citing recent empirical studies, we will analyze these challenges and assess a few emerging legal resolutions, such as the following ones: how to control moral hazards on both creditors and debts in preventing and dealing with banking failures, how to protect individual investors among high-powered financial firms with opportunities of regulatory arbitrage around the world, and how to identify and control risks associated with debt financing raised by sovereign investors or quasi-government entities, especially those from the emerging market. Theoretical themes such as institutional competition and private enforcement will also be addressed in the light of recent development in international finance. The focus of this seminar will not be on domestic law of banking and financial institution in the US. But examples will be drawn from the US as well as Europe, Japan and a number of emerging market including China. Due to time constraints, we will not elaborate on issues relating to foreign exchange, the payment system and the clearance system for international finance. No background on finance or economics is required. Some basic understanding of banking, lending and securities regulation would be helpful for participation in class discussions. Students will be graded on a number of short research papers and class participation. Students wishing to take the seminar for three credits must submit an additional 10-12 page research paper.

Merger and Acquisition Agreements

Spring 2017, Scott Davis

In this course we will examine certain issues that may arise in the negotiation of: (1) merger agreements in which the target is a public company; and (2) asset purchase agreements. For each type of agreement, we will begin with an examination of a model agreement and a discussion of significant issues that tend to be present. The members of the class will then have a simulated negotiation based on written hypothetical situations in which they will be attempting to reach an agreement and negotiate contractual language that would be part of the type of agreement at issue. In the simulated negotiation for each type of agreement all members of the class will be identified as counsel or a business representative for either (a) the buyer or (b) the target or the seller. The class will be divided into four groups, two (Group 1 and Group 2) for the buyer and two (Group 3 and Group 4) for the target or seller. Group 1 will negotiate with Group 3. Group 2 will separately negotiate with Group 4. Groups 1 and 3 will not communicate with Groups 2 and 4. Each student will be counsel to a party at least once. We will also have short discussions about negotiation ethics and about negotiating and drafting. Grades will be based on: (i) two three to five page papers describing the student's negotiating experience for each agreement, and what the student would do differently in the future; (ii) classroom performance; and (iii) the contractual language submitted for each agreement (or what they proposed if no agreement is reached). Some of the topics in this course will also be covered in Mergers and Acquisitions, but that course is not a prerequisite for this course and students may take both courses.

Mergers and Acquisitions

Winter 2018, Scott Davis

In this course we will examine a number of the important legal and practical issues that arise in connection with mergers and acquisitions of U.S. businesses. These include: (1) the differences between mergers and tender offers, and the advantages and disadvantages of each type of transaction; (2) the duties of directors in change of control transactions; (3) special considerations applicable to going private transactions in which publicly held companies are acquired by controlling shareholders or by entities with the participation or support of the company's management; (4) disclosure issues in public M&A transactions; (5) issues that arise in connection with hostile takeovers and takeover defenses; (6) deal protection provisions in public merger agreements; (7) some issues that arise in connection with merger, stock purchase, and asset purchase agreements; (8) issues relating to fraud claims brought in M&A transactions; (9) some of the rights that sellers may have after agreements are signed if the buyer can't or won't close; and (10) issues that arise in connection with preliminary agreements. The course materials will include articles and relevant judicial decisions, as well as some disclosure documents and model merger, stock purchase and asset purchase agreements. Some of the topics we will cover in this course may be covered in introductory business law courses, but students who have taken or are taking introductory business law courses should not hesitate to sign up for this course. Introductory business law courses are not a prerequisite for this course. Some of the topics in this course will also be covered in Buyouts and in Mergers and Acquisitions Agreements, but those courses are not a prerequisite for this course and students may take all three courses. Grades will depend on a take-home exam and class participation.

Previously:

  • Autumn 2016, Scott Davis
  • Winter 2017, Scott Davis
  • Autumn 2017, Scott Davis

Municipal and State Insolvency

Winter 2017, Douglas Baird

This seminar focuses on the legal issues that arise when a state or municipal government becomes financially distressed, with particular emphasis on the evolution of Chapter 9 of the Bankruptcy Code from the 1930s until the present day. Students are required to write a series of short papers. Taking bankruptcy law before or concurrently with this course is useful, but not required. 

Negotiating International Agreements: The Case of Climate Change

Winter 2017, Sue Biniaz

This seminar is a practical introduction to the negotiation of international environmental agreements, with a focus on climate change. Students will learn about the cross-cutting features of international environmental agreements and, through the climate change lens, explore the process of negotiating such agreements, the development of national positions, the advocacy of positions internationally, and the many ways in which differences among negotiating countries are resolved. The seminar will also examine the history and substance of the climate change regime, including, inter alia, the 1992 UN Framework Convention on Climate Change, the 1997 Kyoto Protocol, the 2009 Copenhagen Accord, and the Paris Agreement, concluded in December 2015. Grades will be based on class participation and a series of short reaction papers. With permission of the instructor, students may receive three credits for the seminar by writing an additional 10-12 page research paper.

Negotiating Merger and Acquisition Agreements

Spring 2018, Scott Davis

In this seminar the members of the class will negotiate certain issues that may arise in the negotiation of: (1) merger agreements in which the target is a public company; and (2) asset purchase agreements. For each type of agreement, we will begin with an examination of certain aspects of a model agreement and a discussion of some significant issues that may be present. The members of the class will then have simulated negotiations based on written hypothetical situations in which they will be attempting to reach an agreement and negotiate contractual language on the open points. In the simulated negotiation for each type of agreement all members of the class will be identified as counsel for either (a) the buyer or (b) the target or the seller. The simulated negotiations will begin in class, though they may need to be finished outside of class. We will also examine certain ethical issues that may arise in negotiations. Grades will be based on: (i) two three to five page papers describing the student's simulated negotiating experience for each type of agreement, and what the student would do differently in the future; (ii) classroom performance (including performance in the simulated negotiations); and (iii) the content submitted for each type of agreement (or what was proposed if the parties cannot agree on content). Some of the topics in this course will also be covered in Mergers and Acquisitions, but that course is not a prerequisite for this course and students may take both classes.

Partnership Taxation

Spring 2017, Todd D. Golub and Richard Lipton

A review of the principals of partnership taxation, with an emphasis on the tax consequences of the formation, operation and dissolution of partnerships. Matters discussed include the treatment of leverage, capital accounts, disguised sales, mixing bowls, anti-abuse rules and other aspects of partnership taxation. Prerequisite: Introductory Income Tax

Patent Law

Spring 2018, Jonathan Masur

This is a basic course in patent law, in which the class is introduced to the governing statutes, core concepts, and influential court decisions. No technical expertise is necessary whatsoever, and students from all backgrounds are encouraged to enroll. Patent cases sometimes involve complicated technologies, but the key to understanding the relevant legal issue almost never turns on an understanding of the patented technology itself. Student grades are based on a take-home final examination. Students from all backgrounds -- technical or not -- are encouraged to enroll.

Previously:

  • Spring 2017, Jonathan Masur

Price Theory I

Autumn 2017, Kevin Murphy, Maxwell Kellogg, Jian Li, Mikayel Sukiasyan

Theory of consumer choice, including household production, indirect utility, and hedonic indices. Models of the firm. Analysis of factor demand and product supply under competitive and monopolistic conditions. Static and dynamic cost curves, including learning by doing and temporary changes. Uncertainty applied to consumer and producer choices. Property rights and the effects of laws. Investment in human and physical capital.

Previously:

  • Autumn 2016, Kevin Murphy, Antonio Gabrial, Cree Lane Jones, Hyunmin Park

Price Theory II

Winter 2017, Roger Myerson

The focus of this course is on the theory of consumer choice, including household production, indirect utility, and hedonic indices; supply under competitive and monopolistic conditions; static and dynamic cost curves, including learning by doing and temporary changes; uncertainty applied to consumer and producer choices; and market equilibrium and its stability. ECON 30100/LAWS 43621 or consent of instructor is a prerequisite.

Private Equity in Asia

Autumn 2016, Tom Manning

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.

Private Equity Transactions: Issues and Documentation

Winter 2018, Mark Fennell and Stephen Ritchie

This seminar will examine from a practical perspective the issues and documentation arising in a typical private equity acquisition transaction. The seminar will follow this type of transaction through its various stages and provide students in-depth and practical experience with common deal issues and drafting contractual provisions to address those issues. The goal of the seminar is to help prepare students for the practical aspects of being a deal lawyer. Coursework will include reading acquisition contracts, cases and legal commentators and weekly written assignments (contract drafting and issue analysis). Grades will be based on class participation and the written assignments. Business Organizations and Contracts are prerequisites.

Previously:

  • Winter 2017, Mark Fennell and Stephen Ritchie

Professional Responsibility: Representing Business Organizations

Winter 2017, Martha Pacold, Mark Schneider, Daniel Feeney

This seminar concerns the rules governing the legal profession and practical applications of the rules, with a focus on representing business organizations. Materials will include the ABA Model Rules of Professional Conduct and a casebook; we may also read supplemental materials from time to time. Grades will be based on an in-class final exam, several short response papers, and a class participation component. This seminar will fulfill the professional responsibility requirement.

Project and Infrastructure Development and Finance

Autumn 2017, Martin Jacobson

This seminar is focused on the development and project financing of infrastructure facilities. These transactions feature a wide variety of commercial agreements and financial instruments, legal and financial structuring, and a significant role for lawyers. Public private partnership structures will be examined. Representative transactions, principally in the energy, transportation and public infrastructure sectors, will be selected for analysis and discussion. Infrastructure projects such as these provide a convenient vehicle for discussion of contractual provisions, structuring parameters, financial analysis, and legal practice issues common to a broad range of business and financial transactions. The classes will be discussion oriented; grades will be based on 3-4 short papers, an analytical paper of 10- 13 pages based on a case study and class participation. There are no pre-requisities, although basic corporation law is recommended. The readings will be taken from textbooks, professional journals, and actual commercial and financial contracts. A speaker from the financial community with a wide range of experience is expected. Enrollment is limited to 25 students. Recommended but not required: Corporations or the equivalent.

Previously:

  • Autumn 2016, Martin Jacobson

Real Estate Transactions

Winter 2018, Andrew David Small

Real Estate Transactions will focus on the lawyer's role in structuring and negotiating investments in commercial real estate. The first half of the course will explore legal issues encountered when acquiring, selling and financing commercial real estate investments, including through mortgage and mezzanine debt. The second part of the course will focus on "joint ventures" and other capital aggregation vehicles. For many reasons, including capital requirements, diversification, expertise and resource allocation, it is typical today for an investor to own real estate with one or more other investors in a joint venture. Because decisions about the ownership of an asset necessarily involve information regarding the underlying real estate, and because joint ventures are relationships put in place to work (or not!) for a period of time, studying joint ventures is an ideal way to learn how to become an effective transactional attorney. Our goal in the course is to provide you with an understanding of how an attorney can be most effective in negotiating and documenting sophisticated real estate transactional agreements. Students will learn to look at the motives, goals and roles of each party to a transaction and to make sure that the legal structure most efficiently accommodates the client's business objectives. Final grade will be based on a major paper and class participation.

Retail Law and Transactions

Spring 2018, David Zarfes

This seminar addresses the principal legal issues and commercial challenges facing the retail sector. Particular attention will be paid to relations with vendors and other third-party business associates, and customers, the effect of the evolving economy on these relations, and the challenges and opportunities brought about by globalization, technology, social media, and e-commerce. Students will develop an understanding of key corporate, IP, contracting, sourcing, regulatory and other legal issues and practice pitfalls. The instructors will emphasize the practical interplay and tension between commercial realities and legal requirements, and strive to demonstrate the increasing professional burdens and responsibilities to which "in-house" counsel are subject. At times, the instructors will use a case-study format to emphasize identification and resolution of key issues and risks experienced by retailers, as well as to highlight examples of retailers both thriving and struggling to adapt to change. The instructors also will use actual contracts, retailer policies and practices, litigation materials and internal-investigation documents. The class will participate in multiple role-playing scenarios, including contract negotiations and a crisis management reenactment. Final grade will be based on: substantial out of classroom work, group projects.

Previously:

  • Spring 2017, David Zarfes, Tony Bangs, Nathan Lutz, Joshua Avratin

Secured Transactions

Winter 2018, Erin Casey

Secured lending is central to our economy, and the applicable legal doctrines are ones that every corporate and commercial lawyer should grasp. Focusing primarily on Article 9 of the Uniform Commercial Code, students will learn about different forms of collateral, how security interests are created and perfected, and the remedies available to secured lenders. This course is a useful preparation for Bankruptcy and Reorganization courses, and will be worthwhile for students contemplating private practice in corporate, commercial finance or bankruptcy/workout groups. Grades will be based on a final examination. Open to MBA students.

Previously:

  • Autumn 2016, Douglas Baird
  • Winter 2017, Erin Casey
  • Autumn 2017, Randal Picker

Securities Litigation and Enforcement

Autumn 2017, Andrew Verstein

This course is about misbehavior relating to stocks, bonds, and other financial instruments. We examine the complex substance and procedure of private civil litigation, SEC enforcement actions, and Department of Justice criminal prosecutions. Topics include corporate fraud, Ponzi schemes, insider trading, and market manipulation. While this course has no prerequisites or corequisites, a background in Securities Regulation is helpful and the two courses are complementary. Both courses study the Securities Act of 1933, the Securities Exchange Act of 1934, and subsequent statutes, administrative rules, and case law. However, one course (Regulation) focuses on how to raise money lawfully, whereas the other (Litigation) addresses the consequences for acting unlawfully. This course is of natural interest to future civil litigators, prosecutors, and white-collar criminal defenders. Transactional and in-house attorneys will also benefit from understanding a body of law that is of immense personal interest to the executives they advise. Student grades will be based primarily on a 3 hour in-class examination.

Securities Regulation

Winter 2018, M. Todd Henderson

We will examine in detail the law regulating the issuance and sale of securities (that is, stocks, bonds, and other financial instruments) in the United States. Topics will include: initial public offerings (IPOs), the regulation of stock exchanges, private placements of stock, securities fraud litigation, and the regulation of broker-dealers. Booth Students may petition to register for this class without instructor consent.

Previously:

  • Autumn 2016, William Birdthistle
  • Winter 2017, M. Todd Henderson
  • Autumn 2017, William Birdthistle

Strategic Considerations in Securities and Corporate Governance Litigation

Spring 2018, Steven Feirson and Joni Jacobsen

This seminar will introduce students to the most important strategic considerations that lawyers encounter in today's highly sophisticated financial services litigation. The litigators (and corporate lawyers) who concentrate in this area must function in an environment where the stakes are high, leverage is critical, and "victory" is defined by the client, not the court. Accordingly, this seminar examines the critical questions faced in virtually every financial services litigation matter including: (1) which is the most favorable venue for this litigation, including consideration of how legal principles vary jurisdiction by jurisdiction; (2) how does Directors and Officers Liability insurance impact the litigation, itself; (3) strategic considerations relating to the composition of the board and use of special litigation committees; (4) how dispositive motions can be used to, at a minimum, best frame and limit the litigation; (5) how derivative and class certification mechanisms can be used to narrow or defeat claims; (6) how to use the timing and positioning of mediation to produce a favorable result for the client; (7) who of your pool of potential experts should be identified, on what topics, and when to maximize chances of success; and (8) what is jury research and what role does it play in making thematic and settlement decisions. To further the student experience, we will supplement our sessions by bringing some of the nation's top practioners in fields like jury research, D&O insurance, mediation and/or damage analysis to share their years of expertise drawn from real world situations. Grading will be based on class participation and two relatively short papers (under 10 pages) which will focus on discrete topics covered in class and in the reading assignments. Each paper will count for approximately 30% of your grade, and the remaining 40% will be based on class participation.

Previously:

  • Spring 2017, Steven Feirson and Joni Jacobsen

Strategies and Processes of Negotiations

Winter 2018, George Wu

Increasingly negotiation is part of the day-to-day life of managers. The aim of this class is to make students more effective negotiators. Students should leave the class with (1) a structured approach for preparing for and thinking about negotiations; and (2) a refined set of skills for carrying out negotiations. A central part of the class is an extensive set of negotiation simulations. These simulations take students through a variety of negotiations: single and multiple issue; two-negotiator and multiple-negotiator (coalitional); and internal (within organization) and external. In addition, the class includes a number of cases. Lectures, readings, and structured analytical exercises supplement the simulations and cases.

Previously:

  • Winter 2017, George Wu

Structuring Financial Instruments

Spring 2018, Jason Sussman

This seminar introduces tax, legal, accounting and economic principles relevant to the structuring of complex financial instruments-from forwards, swaps and options to convertible bonds and other securities with embedded derivatives. Throughout the seminar, different products designed to achieve similar economic goals will be examined to highlight the significance of structuring choices and the range of techniques available. For example, there are various products that can be used to approximate the economics of buying an asset, without an actual purchase of that asset. The seminar will examine how these products are treated differently for tax, securities law, commodities law, bankruptcy, accounting and other purposes, notwithstanding their economic similarity. Students will develop the ability to optimize transactions by selecting among existing financial instruments or inventing new ones. The seminar will also include discussion of policy issues. No specific prerequisites, but introductory income tax recommended, and knowledge of securities law and bankruptcy law helpful. The seminar will be assessed via a) a series of reaction papers (2 credits) or b) via a full-length research paper (3 credits). Class participation and attendance will be considered.

Previously:

  • Spring 2017, Jason Sussman

Structuring Venture Capital, Private Equity, and Entrepreneurial Transactions

Spring 2018, Jack Levin and Donald Rocap

This course covers tax, legal, and economic principles applicable to a series of interesting, complex, current entrepreneurial transactions, utilizing venture capital or private equity financing, including (1) new business start-up, (2) growth-equity investment in existing business enterprise, (3) leveraged buyout of private or public company (including going-private transaction), (4) use of both double-tax C corporations and flow-through single-tax S corporations, partnerships, or LLCs for variety of venture capital or private equity financed transactions, (5) devising equity-based executive compensation program, (6) private equity financed restructuring or workout (in or out of bankruptcy) for troubled over-leveraged enterprise and utilizing troubled company's NOL post restructuring, (7) exit scenarios for successful venture capital or private equity financed enterprise (such as IPO, series of SEC rule 144 stock sales, sale of company, or merger of company into larger enterprise), and (8) forming venture capital, LBO, or private equity fund. Substantive subjects include federal income tax, federal securities regulation, state corporate, partnership, and LLC law, federal bankruptcy law, state and federal fraudulent conveyance law, and other legal doctrines, as well as accounting rules (executive compensation and acquisition accounting) and practical structuring issues (including use of common and preferred stock, subordinated or mezzanine debt, convertible debt and preferred stock, warrants, options, and substantial-risk-of-forfeiture stock), all reviewed in a transactional context, and with discussion of their policy underpinnings and likely future evolution. No specific prerequisites, but introductory income tax strongly recommended, entity taxation desirable, and knowledge of corporate law, securities regulation, bankruptcy, and accounting helpful. However, the course book and the course book appendix contain adequate discussion and supplemental material so that the student can (with careful reading) adequately comprehend these topics. The grade is based on a final in-class examination. Instructor consent is not required for this course.

Previously:

  • Spring 2017, Jack Levin and Donald Rocap

Tax Issues in Bankruptcy

Autumn 2016, Thad Davis, Anthony Sexton, Todd Maynes

This seminar provides a basic background in tax issues that affect troubled companies, with special attention to tax issues that arise under the Bankruptcy Code. The seminar will emphasize the tax consequences that can flow from transactions while a case is pending under Title 11 or when a taxpayer engages in an insolvency workout. Additionally, the class will cover the treatment of tax claims in bankruptcy and the litigation of tax liabilities in bankruptcy court. The seminar will primarily focus on corporations in bankruptcy under Chapter 11, but there will also be discussion of the tax effects on individuals and partnerships. Specific topics to be covered include modifying debt and its consequences, the exclusion for discharge of indebtedness income, taxable versus tax-free reorganizations of companies in bankruptcy, special net operating loss change in ownership rules, and certain related consolidated return considerations. Registration Requirements: Introductory Income Taxation is required except with permission of instructor. Taxation of Corporations I and II and Bankruptcy and Reorganization: The Federal Bankruptcy Code both provide relevant background information, but are by no means required. Evaluation Methods: Final Examination.

Technology Policy

Winter 2018, Randal Picker

This seminar will look at a mixture of old and new materials on technology and the law, with a special focus on the intersection of antitrust and intellectual property. See the syllabus at http://picker.uchicago.edu/seminar/Syllabus.htm

Previously:

  • Winter 2017, Randal Picker

Telecommunications and Internet Law

Autumn 2017, Joan E. Neal

This is an introductory course looking at the regulatory regimes in the U.S. that apply to telephony (both wireline and wireless) and the infrastructure of the Internet. In particular, this course will explore the legal and policy history behind such regulation and the difficulty of classifying new technologies and applying the existing regulatory regimes to new technologies, including the on-going discussion between the FCC and the courts regarding net neutrality. This course will not cover mass media regulation (broadcast television and radio, or cable television). Grades will be based upon class participation, a few short reaction papers, and a final in-class proctored exam.

Previously:

  • Spring 2017, Joan E. Neal

Theoretical and Comparative Aspects of Corporate Governance

Spring 2017, Uriel Procaccia

In this seminar we shall explore some key concepts in corporate law from a theoretical (i.e. non-doctrinal) perspective. The materials will borrow heavily from the economic, psychological, financial and accounting literature. By the same token no formal education in either of these disciplines or in math is expected. Doctrinal materials will be treated as empirical observations. For instance, we might note that a given judicial dictum was made by some court as one notes the occurrence of facts, but then explore whether that dictum generates an optimal result. The seminar will be divided in two parts. During approximately the first half of the quarter I shall deliver introductory lectures. In the second half the students will make oral presentations on topics of their choice, which naturally will pertain to the subject of the seminar. Prior to making those presentations the students will be expected to consult with me in order to make sure that their respective presentations are going in the right direction. By the end of the term the students will submit a written paper on the subject of their oral presentations. There will be no final exam. The final grade for students choosing not to be evaluated on a pass/fail basis will be the oral presentation (10%), class participation (10%) and the final written paper (80%). Prerequisite: Corporate Law

Trademarks and Unfair Competition

Winter 2018, Omri Ben-Shahar

The course covers federal and state doctrines governing trademarks, domain names, and geographical indications; state law unfair competition doctrines; trademark dilution; publicity rights; and federal registration of trademarks. The student's grade is based on a final take home examination.

Previously:

  • Winter 2017, Omri Ben-Shahar

U.S. Taxation of International Transactions

Winter 2018, Julie Roin

This course provides a survey of the US tax treatment of both inbound (foreign investment in the US) and outbound (US investment abroad) transactions. Though the principal focus of the class is on the US tax rules, some attention is paid to the interaction between US and foreign tax systems through the operation of the tax credit and tax treaties. Introductory Income Tax is a recommended prerequisite. Students' grades will be based on a three-hour examination.

Previously:

  • Winter 2017, Julie Roin

Wine Law

Winter 2018, Thomas Ginsburg

Wine raises a host of national and international regulatory issues, from importing to trademarks to constitutional federalism. This seminar will work through the basics of Wine law in the United States, with a section on relevant international issues as well. Final grade will be based on: a major paper, a series of short research papers, class participation.

Work Law in the New Economy

Spring 2018, Hiba Hafiz

This seminar focuses on how labor law is adapting (or failing to adapt) to changes in the New Economy workplace. It touches on a number of themes. First, it looks at changes in the employment relationship and their implications for labor law and collective organizing. The rise of flexible or "gig" employment in the past decade and movement away from internal labor market job structures and the assumption of long-term, single-firm employment invites broader inquiry into the framework of labor regulation, including collective bargaining law, employer-sponsored benefits, and the social safety net. The seminar examines these changes as well as their broader implications. Second, the seminar considers how the labor law has accommodated the changing dynamics of employment contracting over time as they have differentially impacted women and minorities' experience at work and access to economic opportunities. Finally, the seminar explores the role of law in income inequality more broadly. This section studies the impact of labor regulation on income inequality as well as other elements of our regulatory regime. The seminar will meet weekly, with readings to be assigned. Students will be required to write brief response pieces to four of the weekly readings, and to prepare a research paper on a topic to be selected in consultation with the instructor.

World Bank Practicum

Spring 2018, Thomas Ginsburg

This practicum involves preparing memoranda on various issues for the Legal Department of the World Bank under the supervision of Professor Ginsburg. Students work in small teams to analyze an array of policy and legal issues. Past topics have ranged from an analysis of sovereign wealth, to lending in post-conflict zones, to a study of remedies. The course is limited to a small number of students each quarter.

Previously:

  • Autumn 2016, Thomas Ginsburg
  • Winter 2017, Thomas Ginsburg
  • Spring 2017, Thomas Ginsburg
  • Autumn 2017, Thomas Ginsburg
  • Winter 2018, Thomas Ginsburg