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Commercial, Business, and Labor Law Courses

Professor M. Todd Henderson

The courses listed below provide a taste of the Commercial, Business, and Labor Law courses offered at the Law School, although no formal groupings exist in our curriculum. This list includes the courses taught in the 2020-21 and 2021-22 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.

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Courses

Accounting and Financial Analysis

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.

This class has a final exam and a series of reaction papers. Participation may be considered in final grading.

Previously:

  • Spring 2022: Philip Berger
  • Spring 2021: Philip Berger
  • Spring 2020: Philip Berger
  • Spring 2019: Philip Berger
  • Spring 2018: Philip Berger

Advanced Contracts: Contract Governance and Business Strategy

This class in advanced contracts focuses on how to negotiate, structure and govern contracts with an eye towards creating value for one's client. It covers core doctrinal concepts that strongly affect contract structure and quickly moves on to explore strategic aspects of commercial contracting including how one chooses a partner, devises a negotiation strategy, and structures the key work-a-day contract provisions that facilitate commercial cooperation, encourage product and process innovation, and lead to the creation of value creating deals. Emphasis is placed on the role that nonlegal sanctions play in contract governance and management as well as on the limits of the legal system in many contractual settings. Students will work sometimes individually, but often in teams, to complete assignments based on case studies of real deals and will write both individual and group based memoranda. There is no exam. Grading is 60% individual written work, and 40% team work (oral and written) as well as class participation. Students will have the opportunity to advise a live client on a deal, advise inside counsel on an outsourcing deal, and get feedback on a crisis management project from a leading consultant and a seasoned general counsel.

Previously:

  • Spring 2021: Lisa Bernstein

Advanced Issues in Delaware Corporate Law

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 a final exam. A basic corporations law course is preferred, but not a prerequisite.

Previously:

  • Spring 2022: William Chandler and Lori Will
  • Spring 2021: William Chandler
  • Spring 2020: William Chandler
  • Spring 2018: William Chandler

Advanced Restructuring Practice: Legal and Financial Strategies

Complex corporate restructurings will almost always involve a mix of legal, business, and financial advice. This seminar will focus on identifying practical issues faced by restructuring lawyers in connection with fundamental aspects of restructuring practice, including: (i) identifying a capital structure, capital structure problems, and their solutions; (ii) the key legal relationships between a borrower and its creditors and between the creditors themselves; (iii) what happens when a borrower is running out of cash; and (iv) the recent trend in so-called "Liability Management" transactions.

This class requires a series of reaction papers. Participation may be considered in final grading.

Prerequisites: Bankruptcy (recommended but not required); Secured Transactions (recommended but not required).

Previously:

  • Winter 2022: Ryan Dahl
  • Winter 2021: Ryan Dahl

Advanced Topics in Corporate Reorganizations

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.

Previously:

  • Spring 2022: Douglas Baird and Christopher Sontchi
  • Spring 2020: Douglas Baird and Christopher S. Sontchi
  • Spring 2018: Douglas Baird and Christopher S. Sontchi

Advanced Trademarks and Unfair Competition

This seminar addresses current issues in trademark law and their evolution since the latter half of the 19th century, such as trademark law's constitutional foundations; competing justifications of trademark rights (incentivizing manufacturers while lowering consumer search costs, fostering commercial morality, protecting property rights, vindicating speech interests, and so on); the reciprocal development of trademark doctrine and commercial practice; the interplay of trademark and First Amendment law; statutory and judicial limitations on trademark rights and those limitations' normative underpinnings; counterfeiting, contributory infringement, and the online marketplace; and the peculiar role (especially in light of other nations' practices) of federal registrations in the acquisition and maintenance of U.S. trademark rights. Enrollment is limited to to 20 students. Previous or concurrent coursework or professional experience in intellectual property is recommended but not required. A student's grade is based on class participation and either a series of short thought papers for two credits, or a series of longer research papers totaling at least 20 pages, or a major research paper, both for three credits.

Previously:

  • Winter 2022: Chad Doellinger
  • Winter 2021: Chad Doellinger
  • Winter 2020: Chad Doellinger
  • Winter 2019: Chad Doellinger

Antitrust Law

This course addresses antitrust law, which is the law that regulates competition in the marketplace. Topics include collusion, monopoly, mergers, and other anticompetitive actions, with special attention to platforms, labor market power, and recent controversies over the purpose of antitrust law. This class has a final exam. Participation may be considered in final grading.

Previously:

  • Spring 2022: Eric A. Posner
  • Autumn 2021: Randal C. Picker
  • Winter 2021: Eric A. Posner
  • Autumn 2020: Randal C. Picker
  • Winter 2020: Randal C. Picker
  • Winter 2018: Randal C. Picker

Art Law

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 major paper (20-25 pages) and class participation

Previously:

  • Autumn 2021: William M. Landes and Anthony Hirschel
  • Autumn 2019: William M. Landes and Anthony Hirschel
  • Autumn 2017: William M. Landes and Anthony Hirschel
  • Autumn 2018: William M. Landes and Anthony Hirschel

Bankruptcy

This course concerns the law and finance of corporate bankruptcy. The course reviews the fundamentals of debt contracting, including the role of events of default, debt priority, and security interests. Students will learn about various aspects of the bankruptcy process, including the automatic stay, the avoidance of prebankruptcy transactions (e.g. fraudulent conveyances and preferences), the treatment of executory contracts, the debtor's governance structure during bankruptcy, the financing of operations and investments in bankruptcy, sales of assets during bankruptcy, and the process of negotiating, voting, and ultimately confirming a plan of reorganization. This course has a final exam. Participation may be considered in final grading.

Previously:

  • Spring 2021: Joshua C. Macey

Bankruptcy and Reorganization: The Federal Bankruptcy Code

This course concerns the law and finance of corporate bankruptcy. The course reviews the fundamentals of debt contracting, including the role of events of default, debt priority, and security interests. Students will learn about various aspects of the bankruptcy process, including the automatic stay, the avoidance of prebankruptcy transactions (e.g. fraudulent conveyances and preferences), the treatment of executory contracts, the debtor's governance structure during bankruptcy, the financing of operations and investments in bankruptcy, sales of assets during bankruptcy, and the process of negotiating, voting, and ultimately confirming a plan of reorganization. This class has a final exam. Participation may be considered in final grading.

Previously:

  • Spring 2022: Joshua C. Macey
  • Winter 2022: Anthony J. Casey
  • Autumn 2020: Douglas Baird
  • Winter 2020: Douglas Baird
  • Autumn 2018: Douglas Baird

Behavioral Law and Economics

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 2022: Jonathan Masur
  • Spring 2021: Jonathan Masur
  • Spring 2020: Jonathan Masur
  • Autumn 2019: Jonathan Masur
  • Spring 2019: Jonathan Masur
  • Autumn 2018: Jonathan Masur
  • Spring 2018: Jonathan Masur

Business Organizations

This course examines law that allows for the creation and governance of business entities, including partnerships, corporations, and limited liability companies, with special emphasis on corporations and corporate governance. The course explains and makes use of some concepts from financial economics, but no prior experience with economics or finance is needed. To the contrary, it is a means of learning and becoming comfortable with how businesses work and why they and the legal restrictions they face have acquired their current details. A major aim is to equip students with the knowledge to take advanced courses, to counsel businesses and practice transactional law, but also to understand the stakes and the vulnerable points if they choose careers as litigators or regulators. Perhaps one quarter of the course is devoted to takeovers by one company of another, but otherwise the course does not overlap with Securities Regulation, Corporate Taxation, or Antitrust. Students who expect to pursue careers in business law normally take the course in Business Organizations early in their law school careers. This class has a final exam. Upper level students wanting to add this class or add to waitlist during add/drop should email the registrar at registrar@law.uchicago.edu. 1L students who want to add themselves to waitlist, should email registrar@law.uchicago.edu.

Previously:

  • Spring 2022: Saul Levmore
  • Winter 2022: M. Todd Henderson
  • Autumn 2021: Anthony J. Casey
  • Winter 2021: Saul Levmore
  • Autumn 2020: M. Todd Henderson
  • Spring 2020: Saul Levmore
  • Spring 2019: Saul Levmore
  • Winter 2019: M. Todd Henderson
  • Autumn 2018: Elisabeth de Fontenay
  • Winter 2018: Anthony J. Casey
  • Autumn 2017: Julian Velasco

Business Planning

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. This class has a final exam (2 credits). To receive 3 credits students must additionally write a research paper of 10-12 pages.

Previously:

  • Winter 2022: Keith Crow and Anthony V. Sexton
  • Winter 2020: Keith Crow and Anthony V. Sexton
  • Winter 2018: Keith Crow and Anthony V. Sexton

Capital Markets Transactions

This course will delve into the major legal and practice issues presented by capital markets transactions conducted in the US, including initial public offerings, "shelf" offerings, private placements and offerings of high yield securities. Grades will be based on five substantial take-home written assignments (20-30 pages combined) and class participation.

Prerequisites: Securities Regulation (may be taken concurrently); Corporations / Business Organizations.

Previously:

  • Winter 2022: James Junewicz
  • Winter 2021: James Junewicz

Climate Change and the Law

Climate Change and the Law will address doctrinal issues related to climate change. Students will study international climate agreements, the law of climate attribution, and other issues about how the law can be used to address the climate crisis. Readings will be posted on Canvas. Students will be evaluated on the basis of a paper and a presentation. Enrollment limited to 14. Participation may be considered in final grading. Interested students should submit a brief statement of interest to the professors no later than 5pm on Monday, February 21 (hajin@uchicago.edu and jmacey@uchicago.edu).

Previously:

  • Spring 2022: Hajin Kim and Joshua C. Macey

Collateral Consequences of Criminal Convictions

This seminar will explore the ways in which having a criminal record changes people's lives, as well as the broader social and public safety impact of those consequences, including distributive consequences along racial and socioeconomic lines. We will explore the many ""collateral legal consequences"" of criminal convictions (that is, legal consequences other than the sentence), constitutional theories for challenging those consequences, and socioeconomic hurdles facing people with records, especially those reentering society from prison. We'll also evaluate, from an interdisciplinary perspective, various legal and policy interventions designed to help people with records overcome these obstacles and avoid criminal recidivism. This class requires a major paper (20-25 pages). Participation may be considered in final grading.

Previously:

  • Spring 2022: Sonja Starr
  • Spring 2021: Sonja Starr

Comparative and International Antitrust

This course will consider antitrust law and policy questions from a comparative and international perspective. It will examine the major systems of antitrust enforcement around the world and their major differences. Such comparisons will be done with respect to institutional features as well as key areas of enforcement such as horizontal cartels, vertical distribution restraints, monopolization, and mergers. The course will then analyze the global antitrust legal system, including the externalities imposed by national law enforcement on other jurisdictions, as well as the justifications and costs of a variety of international coordination, harmonization, and joint enforcement practices and proposals. This analysis will enable us to focus on fundamental antitrust questions: What are the goals of antitrust and how can they be best achieved? What are the main differences between antitrust systems and how are they justified? What is the effect of different systems on the global antitrust legal system? Can anti-competitive practices engaged in by large multinationals be deterred by the current system? Some of the issues explored, such as the pros and cons of the harmonization of laws, have implications for other areas of law as well. This class has a final exam. Participation may be considered in final grading.

Previously:

  • Spring 2022: Michal Gal

Competitive Strategy

We will apply tools from microeconomics and game theory to the analysis of strategic decision making by firms. Specific topics covered include the sources of industry and firm profitability, strategic positioning, sustainable competitive advantage, the boundaries of the firm, incomplete contracts, horizontal and vertical integration, strategic commitment, strategic cooperation, dynamic pricing, entry and exit, network effects, and platform markets. My goal in the class is to get students to think like an economist about firm strategy. The course is designed for students who are already comfortable with microeconomics at the level of Booth's 33001 course, or most colleges' intermediate micro classes. The class will not require calculus but prior exposure to microeconomics concepts is important. Classes will combine case analysis and discussions with lectures. This class has a final exam and required papers. Participation may be considered in final grading.

Previously:

  • Winter 2022: Eric Budish
  • Autumn 2020: Eric Budish
  • Autumn 2019: Eric Budish

Compliance and Regulatory Strategy

Companies and individuals face potentially draconian global regulatory exposure based upon increasingly strict expectations that companies have state of the art governance, risk and compliance programs. For companies, these sanctions 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. Plus, the emergence of new technologies creates further compliance challenges. By placing students in the context of a corporate executive, board member or counsel, students will learn the fundamental principles and tools to prepare them to both design compliance programs and engage with regulators to mitigate these risks. While many of these principles apply to all industries, we will explore these issues primarily through the lens of the financial services sector, which includes banks, brokerage firms, investment companies and investment advisers. Students will also learn the fundamentals of regulatory regimes overseeing these businesses, as well as strategies for successfully engaging the regulators. We will explore how the design and execution of these programs can avoid or limit potential liabilities from regulatory and criminal authorities, as well as how 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 2021: Charles V. Senatore
  • Spring 2020: Charles V. Senatore

Contract Drafting and Review

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 specific contract provisions and a complete contract, and will learn how to read, review and analyze contracts with an eye toward both legal and business risk issues. Many/most of the exercises simulate working with a fictional client. Grades will be based upon class participation, a series of substantial out-of-class weekly drafting exercises, and two longer capstone assignments.

Previously:

  • Spring 2022: Joan E. Neal
  • Winter 2022: Joan E. Neal
  • Autumn 2021: Joan E. Neal and Michelle M. Drake
  • Spring 2021: Joan E. Neal
  • Winter 2021: Joan E. Neal and Michelle M. Drake
  • Autumn 2020: Joan E. Neal
  • Spring 2020: Joan E. Neal
  • Winter 2020: Joan E. Neal
  • Autumn 2019: Joan E. Neal
  • Spring 2019: Joan E. Neal
  • Winter 2019: Joan E. Neal
  • Autumn 2018: Joan E. Neal
  • Spring 2018: Joan E. Neal
  • Winter 2018: Joan E. Neal
  • Autumn 2017: Joan E. Neal

Contract Governance

This seminar explores the legal and non-legal provisions and forces (including norms, networks, and ancillary contract administration programs and documents) that are used to govern contractual performance and encourage innovation in contracts in the modern economy. Although theoretically grounded in typical Chicago fashion, the focus is on the practical aspects of contracting, from selecting a supplier, to negotiating a deal, to dealing with crisis management, to governing an ongoing relationship, to thinking about the choice of forum for the resolution of different kinds of disputes. Students will work both individually and in teams, and attention will be paid to how to organize and motivate team work, a key skill in the modern law firm.

Students will have the opportunity to get feedback on their work from both the professor and outside visitors. They will review their work on crisis management with a leading consultant and former general counsel of a large company. They will advise a live client on a contract and get feedback on the wisdom of their advice. There is no long paper, but rather short assignments of various types. This class will be graded 60% written work, and 40% class participation as this is a skills class.

Previously:

  • Autumn 2020: Lisa Bernstein
  • Spring 2020: Lisa Bernstein

Contract Law for LLM Students

The materials for this course give overview of key topics in US contract law (especially those that are most practice relevant but difficult like interpretation and damages) but the course devotes much of its in-class zoom time to subjects more directly relevant to the practice of contract law including: how to choose a contracting partner who can innovate, different approaches to negotiating agreements that will work well in practice, how to review and draft actual agreements (focusing on both procurement and biotechnology agreements), how to choose the law and dispute resolution forum best suited to the transaction, and how to deal with crises caused by a company's contracting partners. Attention is also paid to how to use both legal and nonlegal sanctions and a variety of monitoring mechanism to induce contractual performance. Students will do some work individually and some in groups (both in and out of class). Grade is part class participation/group work and part individual written assignments. There is no exam. This course does not directly prepare students for the bar, although optional videos that will aid in that endeavor are provided for those who seek this type of learning.

Previously:

  • Winter 2021: Lisa Bernstein
  • Spring 2020: Lisa Bernstein
  • Spring 2019: Lisa Bernstein
  • Spring 2018: Lisa Bernstein

Contracting and Business Strategy

This seminar focuses on how to negotiate, structure, and govern contracts from both a legal and a business (strategy) standpoint. It focuses on how to choose a contracting partner, devise a negotiation strategy, and structure not only the core legal terms you have studied before, but also the key work-a-day contract provisions that make business relationships successful. Discussion will focus on how to best facilitate commercial cooperation, encourage product and process innovation, and structure value creating deals. Emphasis is placed on the role that nonlegal mechanisms and business considerations play in contract governance and management as well as on the limits of the legal system in many contractual settings. Students will work sometimes individually, but often in teams (always with the option to note their disagreement with their team in the team journal), to complete assignments based on case studies of real deals and will write both individual and group based memoranda. There is no exam. Grading is based on individual and team work (oral and written) as well as class participation. Students will have the opportunity to advise a live client on a deal, advise inside counsel on an outsourcing deal, and get feedback on a crisis management project from a leading consultant and a seasoned general counsel.

Previously:

  • Autumn 2021: Lisa Bernstein

Copyright

This course explores the major areas of copyright law, with special emphasis on how modern technology might challenge traditional copyright principles. 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. The syllabus for the course is at http://picker.uchicago.edu/Copyright/Syllabus.htm.

Previously:

  • Winter 2022: Randal C. Picker
  • Winter 2021: Saul Levmore
  • Autumn 2019: Randal C. Picker
  • Autumn 2018: Saul Levmore
  • Winter 2018: Saul Levmore

Corporate and Entrepreneurial Finance

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 divided into four sections: (1) financing decisions; (2) investment decisions; (3) private equity; and (4) venture capital. In addition to analyzing financing issues, we will consider how those issues relate to firm strategy. It will be important to examine the "big picture" assumptions used in the numerical calculations. This course also places a strong emphasis on presentation and discussion skills. COURSE PROCEDURES For each class meeting, I will assign study questions concerning one or two cases. 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. group can include up to 3 students. GRADING will be based on class participation, the short memoranda and a final examination. Class participation will count for 40% of the final grade. Because so much of the learning in this course occurs in the classroom, it is very important that you attend every class. The memoranda will count for 10% of the final grade. The final examination will count for 50% of the final grade. The final examination will be an individual take home case analysis. Students should have an understanding of financial statements. I.e., students should be able to read an income statement, cash flow statement and balance sheet.

Previously:

  • Spring 2022: Steven N. Kaplan
  • Spring 2021: Steven N. Kaplan
  • Spring 2020: Steven N. Kaplan
  • Spring 2019: Steven N. Kaplan
  • Spring 2018: Steven N. Kaplan

Corporate Compliance and Business Integration

This seminar explores the rapidly expanding scope of Corporate Compliance across industries and the evolving role of corporate compliance officers as business partners and culture champions. Study begins with a foundational overview of the relevant legal and policy mandates, proceeds to explore Corporate Compliance's role in operational oversight and risk mitigation, and finishes with an examination of Corporate Compliance's evolving role in enterprise risk, strategy and culture. The first section of the course will provide insight into the legal, regulatory and risk management considerations that have driven business organizations to develop and enhance their internal programs for identifying and managing compliance risks. The second section will focus on case studies from different industries, and from the separate perspectives of business leaders, regulators, consumers and employees. The final section of the course will focus on the intersection of compliance and organizational culture, and illustrate how to leverage the tools of policy, training, and leadership engagement to build cultures of integrity. The course will include academic, regulatory and business readings as well as interactive case studies, where students will apply practical solutions to real risk and corporate integrity challenges faced by multinational organizations in a variety of sectors and explore the consequences for the compliance function. Student evaluation is based on a 3-part Group Project on a corporate compliance program's response to a series of hypotheticals. Each student in the group will serve as a main presenter once. Each group assignment is accompanied by a short (3-5 pages) supplemental paper to be completed individually by each group member. Participation may be considered in final grading.

Previously:

  • Autumn 2021: Forrest James Deegan
  • Autumn 2020: Forrest James Deegan
  • Autumn 2019: Forrest James Deegan
  • Autumn 2018: Forrest James Deegan

Corporate Criminal Prosecutions and Investigations

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 under state and federal law, 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 approximately four weeks after final exams for the Winter quarter.

Previously:

  • Winter 2022: Andrew S. Boutros
  • Winter 2021: Andrew S. Boutros
  • Winter 2020: Andrew S. Boutros
  • Winter 2019: Andrew S. Boutros
  • Winter 2018: Andrew S. Boutros

Corporate Finance

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. The principles and concepts of corporate finance are essential to understanding modern corporate transactions. Increasingly, lawyers must understand these principles in order to structure transactions in ways that achieve particular business objectives. The concepts in this class are also of great value to lawyers outside the corporate area: financial principles can be fruitfully applied to a wide variety of legal questions, ranging from estate planning to the calculation of tort awards. This class assumes no background in finance, and is aimed primarily at students with little or no prior exposure to the field (rather than those with an MBA or with an undergraduate finance major).It does not use any mathematics beyond basic arithmetic and some simple algebra. This class has a final exam. Participation may be considered in final grading.

Previously:

  • Winter 2022: Dhammika Dharmapala
  • Spring 2021: Dhammika Dharmapala
  • Spring 2020: Dhammika Dharmapala
  • Autumn 2018: Dhammika Dharmapala
  • Winter 2018: Dhammika Dharmapala

Corporate Governance

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, market and political 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 and among shareholders, directors and CEOs and their management teams . 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 full-length paper (3 credits) which can be used to satisfy WP requirements. In all instances, class participation will also be taken into account. Enrollment will be limited to 30 students, including up to an aggregate of 10 students from the LL.M. program, Chicago Booth, Harris and the Department of Economics.

Previously:

  • Autumn 2021: Thomas A. Cole
  • Autumn 2020: Thomas A. Cole
  • Autumn 2019: Thomas A. Cole
  • Autumn 2018: Thomas A. Cole
  • Autumn 2017: Thomas A. Cole

Corporate Tax I

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 instructor. The student's grade is based on class participation and a final examination. This class is 4 credits.

Previously:

  • Winter 2022: David A. Weisbach

Cross-Border Transactions: Law, Strategy & Negotiations

This is a short class scheduled for Mon-Thurs., Sept. 27-30 only.

This seminar is a survey of cross-border transactions and how successfully negotiating a transaction may vary across boarders. We will first examine negotiation strategies and key terms in commercial contracts. Next we will review how these transactions vary globally. Lastly, 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, a short paper, an in-class negotiation and class participation.

Previously:

  • Autumn 2021: Tarek Sultani

Current Controversies in Corporate and Securities Law

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. Students may select a paper (law firm style memo) topic from a list provided in the first class, or with the instructor's permission, choose their own topic. Many of the suggested topics will relate to an industry area, which for 2020-21 will include controversies over regulation of certain foods (e.g., foie gras, haggis, sugary drinks, overfishing . . .) and controversies about legal protections given to special foods (Champagne, Parmesan cheese, saffron from Spain but not from Iran... Each student submits one paper and gives an oral presentation and analysis of another student's paper.

Previously:

  • Winter 2021: Richard Shepro

Current Debates in Antitrust, Bankruptcy, Corporate & Securities Law: The ABCS of Stakeholderism

After a series of pitched intellectual battles, various fields of business law each came to focus on a single constituency. Antitrust came to focus on consumer prices, instead of protecting competitors or the political process from domination by large firms. Bankruptcy came to focus on creditor interests, instead of protecting employees or local communities from the collapse of distressed firms. Corporate law came to focus on shareholder interests, instead of protecting workers, creditors, the environment, or surrounding communities. And securities regulation came to focus on investors in public companies, instead of the full range of constituencies that could benefit from improved disclosures.

But this clean allocation of responsibility has come under increasing strain. A wave of reformers has sought to extend each field to protect a broader range of stakeholders. In each area, they have been met with a fierce counterattack. Studying these debates together is worthwhile because stakeholderism can have advantages and disadvantages that cut across different fields, and because stakeholderism in one area can have complementary or contradictory effects in another.

This seminar will consider these current debates in business law. The seminar will not assume any prior knowledge of antitrust, bankruptcy, corporate law, or securities regulation. It will seek to provide useful framing concepts for students who go on to study those fields, while offering new insights and perspectives to students who have already taken those subjects. A series of reaction papers will be required to earn 2 credits. Students wishing to earn 3 credits will need to write an additional 10-15 page paper. Participation may be considered in final grading.

Previously:

  • Spring 2022: Aneil Kovvali

Derivatives in the Post-Crisis Marketplace

In this seminar, we will explore the vital role that derivatives such as futures, forwards, options and swaps play in the financial system and the impact that post-crisis reforms have had on the derivatives marketplace. We will begin with a brief history of derivatives, an introduction to the core building blocks of the product and an overview of the agencies, regulations and statutes governing derivatives use, including the Bankruptcy Code and similar restructuring and resolution laws. We will then explore the role that derivatives played in the financial crisis and discuss the regulatory architecture put in place to mitigate the perceived risks of derivatives both in the U.S. under the 2010 Dodd-Frank Wall Street Reform and Consumer Protection Act and abroad under various regimes. In order to understand some of the law's grey areas, we will also discuss pivotal case law, including Metavante and Lomas. Turning to the future, we will evaluate changes in the current marketplace, explore trends in derivatives use and delve into new trading architectures such as central clearing and blockchain, with a particular focus on the regulatory challenges these technologies pose and due consideration to the current tumultuous macroeconomic climate. We will touch on current events such as the Archegos meltdown and "GameStop" controversy. We will conclude with an in-depth discussion of the credit default swap auction process by reference to case studies such as Codere, Hovnanian, iHeart and Windstream. Grades will be based on a major paper (20-25 pages) on a topic of the student's choice as well as class participation.

Previously:

  • Autumn 2021: Jaime A. Madell
  • Autumn 2020: Jaime A. Madell
  • Autumn 2019: Jaime A. Madell

Derivatives, Repo, and Prime Brokerage - Negotiation and Practical Analysis

In this hands-on class, students will learn the fundamentals of the negotiation and legal structuring of derivatives and related instruments such as repo and prime brokerage. Students will engage in simulated negotiation, drafting and issue-spotting, with a focus on the challenges regularly confronted by practitioners in the private equity and opportunistic credit spaces. Class will be a mix of lecture and simulated implementation of trading programs for hypothetical clients. Grades will be based on a mix of class participation and negotiation projects.

Previously:

  • Spring 2022: Jaime A. Madell

Disability Rights Law

This course will focus on the Americans with Disabilities Act (ADA), including the interpretation of the definition of disability and the subsequent ADA Amendments Act; employment discrimination; the Supreme Court's Olmstead decision guaranteeing community integration; and the ADA's application to healthcare, education, websites and criminal justice. In addition to the ADA, the seminar will review disability laws related to special education, housing and financial benefits. This class requires a series of very short reaction papers and an 8-10 page term paper (for 2 credits). To earn 3 credits students must write a a term paper of 12-15 pages in addition to the reaction papers. Participation may be considered in final grading.

Previously:

  • Winter 2022: Andrew Webb and Barry Taylor

Employee Benefits Law

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 short reaction and/or research papers. There are no prerequisites required for this seminar.

Previously:

  • Autumn 2021: Charles Wolf and Philip Mowery
  • Autumn 2020: Charles Wolf
  • Autumn 2019: Charles Wolf and Philip Mowery
  • Spring 2019: Charles Wolf and Philip Mowery
  • Autumn 2018: Charles Wolf and Philip Mowery

Employment Discrimination Law

This course will examine employment discrimination law beginning with the legislative history of employment discrimination leading to the passage of Title VII and continuing to other limitations on the employment-at-will doctrine. Types of discrimination examined will include race, sex, religion, disability, age, color, national origin and sexual orientation. Emphasis will be placed on race discrimination as an example of how discrimination is proven and defended in litigation. Individual and class claims will be discussed. Special emphasis will be placed upon such pragmatic topics as corporate internal investigations, handling agency and administrative charges of discrimination, the impact of insurance coverage, federal litigation, along with the increasing use of private mediation and arbitration. Final grade will be comprised of a research project conducted by small groups of students. Students are expected to write a 20-30 page research paper.

Participation may be considered in final grading.

Possible topics for research projects include:

Whether current standards of proof of discrimination are sufficient or appropriate.

Whether whistleblowers should be identified and compensated similar to SEC whistleblowers.

How the ""pipeline"" may lead to discriminatory decisions in hiring and promotions.

Are victims of discriminatory terminations fully compensated after losing employer-based medical coverage?

A key theme of the course will be to identify changes to anti-discrimination laws, which changes would be designed to more effectively reduce discrimination.

Previously:

  • Spring 2021: Martin Peter Greene
  • Autumn 2019: Suja A. Thomas
  • Winter 2019: James Whitehead
  • Autumn 2017: James Whitehead

Employment Law

This seminar is designed to provide the student with an overview of the common law principles and several of the leading federal and state statutes that govern the private-sector employment relationship. Among the topics to be covered are (1) the contractual nature of the employment relationship and the employment-at-will doctrine; (2) contractual, tort-based, and statutory erosions of the employment-at-will doctrine; (3) the contractual and common law duties and obligations owed by an employee to the employer; and (4) wage and hour and employee leave statutes, including the Fair Labor Standards Act (FLSA) and the Family and Medical Leave Act (FMLA). This seminar supplements, but will not cover the topics presented in, the Law School's courses in Labor Law (Laws 43101), Employment Discrimination Law (Laws 43401), and Employee Benefits Law (Laws 55503), which are not prerequisites to enrollment. Enrollment will be limited to 20 students. The student's grade will be based on a final examination. Students wishing to earn 3 credits for the class may write a 10-12+ page research paper in addition to the final exam. This class begins in week 3 (first class will take place on April 5) of the quarter and the faculty will work with students to schedule two make up classes within the quarter. Participation may be considered in final grading.

Previously:

  • Spring 2022: James Whitehead
  • Autumn 2020: James Whitehead
  • Autumn 2019: James Whitehead
  • Autumn 2018: James Whitehead

Employment Law Clinic

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 in federal court or 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, the Clinic is appointed each year to represent a few clients in appeals pending before the 7th Circuit Court of Appeals and in settlement conferences in the District Court for the Northern District of Illinois. Finally, in addition to 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. Students will be evaluated on their written and oral work on behalf of the Clinic's clients. Participation is considered in final grading. 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:

  • Spring 2022: Randall Schmidt
  • Winter 2022: Randall Schmidt
  • Autumn 2021: Randall Schmidt
  • Spring 2021: Randall Schmidt
  • Winter 2021: Randall Schmidt
  • Autumn 2020: Randall Schmidt
  • Spring 2020: Randall Schmidt
  • Winter 2020: Randall Schmidt
  • Autumn 2019: Randall Schmidt
  • Spring 2019: Randall Schmidt
  • Winter 2019: Randall Schmidt
  • Autumn 2018: Randall Schmidt
  • Spring 2018: Randall Schmidt
  • Winter 2018: Randall Schmidt
  • Autumn 2017: Randall Schmidt

Energy Law

Energy touches all of our daily lives, even as it historically remained unseen by the public eye and under-considered in the public discourse. Energy law governs the production, consumption, and disposal of energy resources. This course examines energy law and policy in the United States. Energy law is interdisciplinary by nature, and our study of the field will reflect that. Energy law relies heavily on legal doctrine, but it also raises questions of policy, economics, and the environment. Accordingly, this course will rely on both (1) the traditional study of case law, statutes, and regulations and (2) case studies and materials that draw on and raise other aspects of energy law and policy. The first part of the course surveys the world's primary sources of energy: coal, oil, biofuels, natural gas, hydropower, nuclear, wind, solar, and geothermal energy. This part also introduces you to the main themes that we will cover throughout the course, namely: (1) the tension between free markets and government regulation; (2) federalism issues and, more broadly, the division of U.S. regulatory authority governing energy production and use among federal, state, and local governmental units; and (3) balancing energy production and use with environmental protection. The second part of the course turns to the two major sectors of the U.S. energy economy: electricity and transportation. The third part of the course explores hot topics in energy law and policy that highlight the complex transitions taking place in today's energy systems. These topics include grid modernization and the continued role of nuclear energy. This class has a final exam. Participation may be considered in final grading.

Previously:

  • Autumn 2021: Joshua C. Macey
  • Spring 2021: Joshua C. Macey

Energy Transactions Seminar

The Energy Transactions Seminar exposes students to current issues facing energy industry practitioners. Topics covered include United States shale developments, international energy projects, facilities procurement/construction, the natural resources curse, energy finance challenges, and energy litigation/arbitration trends. The Energy Law Seminar also includes two competitive simulations: (1) shale/private equity simulation in which students are divided into management and private equity backers and seek to negotiate joint ventures; and (2) West Africa exploration simulation, in which teams bid on real petroleum licenses in West Africa, engage in a multilateral negotiation with other teams to acquire and divest license interests, and then drill wells by rolling dice to determine which of the 50 petroleum prospects are discoveries. The grade is based on in-class participation (including presentations and simulation performance), negotiation sessions between class meetings, written agreements/memoranda, and a final essay (in the form of a blog post). Participation may be considered in final grading.

Previously:

  • Spring 2021: Shelby Gaille

Enforcement Risk in Cross-Border Transactions

This seminar will examine enforcement risk and mitigation strategies encountered in international and cross-border transactions. In particular, we will spend time considering the contours of risk flowing from bribery, corruption, economic sanctions and money laundering issues. We will focus on legal and reputational risk, as well spend some time on financial risk incident in these transactions. Students will gain an in-depth understanding of key U.S. and foreign laws (like the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act) relating to cross-border enforcement, explore common red flags found in global transactions, explore how different transactions (including traditional "leveraged" buyouts, real estate, credit, and other alternative investment strategies) impact international risk mitigation strategies, and learn how to structure deals based on the varying risks presented. This class requires a major paper (20-25 pages).

Previously:

  • Spring 2022: Asheesh Goel, Kim Nemirow, and Nicholas Niles
  • Spring 2020: Asheesh Goel, Kim Nemirow, and Nicholas Niles
  • Spring 2019: Asheesh Goel

Entrepreneurship and the Law

This seminar examines how the law and legal counsel influence innovation and entrepreneurship in the US, including by micro-enterprises and high-growth disruptors. 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, short written assignments, and a research paper. Students who have taken LAWS 53188 The Lawyer as an Entrepreneur: Analyzing & Evaluating Early-Stage Ventures may not enroll in this class.

Previously:

  • Winter 2022: Elizabeth Kregor and Catherine Gryczan
  • Winter 2021: Elizabeth Kregor
  • Winter 2020: Elizabeth Kregor and Amy Hermalik
  • Autumn 2018: Elizabeth Kregor and Amy Hermalik
  • Autumn 2017: Salen Churi, Elizabeth Kregor, and Amy Hermalik

Environmental Law in Bankruptcy and Transactions

This seminar will provide an overview of environmental transactional and environmental bankruptcy topics. Environmental issues often play a critical role in business and corporate transactions. This class will provide practical skills development focusing on the environmental aspects of transactions, with a core emphasis on the identification, management and allocation of environmental liability risks in many different types of transactions. In the bankruptcy arena, this course will provide an understanding of key environmental bankruptcy concepts, how to harmonize the conflicting goals of bankruptcy and environmental law, and how environmental liabilities are managed during the bankruptcy process. Students will gain practical experience in learning how environmental bankruptcy cases are handled. This class requires a series of reaction papers. Participation may be considered in final grading.

Previously:

  • Spring 2022: Tobias Chun and Jeanne T. Cohn
  • Spring 2021: Tobias Chun and Jeanne T. Cohn

Environmental Law: Air, Water, and Animals

This survey course explores the major domestic policies in place to protect the environment, with a focus on clean air and water and animal conservation (e.g., the Clean Air Act, the Clean Water Act, the National Environmental Policy Act, and the Endangered Species Act). The course is a complement to Professor Templeton's Toxic Torts and Environmental Justice course; neither is a prerequisite for the other, and the two shares little overlap. We'll spend some time on the regulation of climate change and will discuss issues of environmental justice embedded in each of the major topics. This class has a final exam. Participation may be considered in final grading.

Previously:

  • Spring 2022: Hajin Kim
  • Spring 2021: Hajin Kim

Ethics for Transactional Lawyers

This class will focus on ethical issues faced by transactional lawyers. We will consider the role of a transactional lawyer, the various sources of guidance for transactional lawyers, the intersection of personal morality and rules-based ethics, individual and organizational practice pressures that can cause lawyers to violate ethics norms, how to weigh competing ethical obligations, and select ethics issues faced by transactional lawyers in practice (including, e.g., ethics issues arising when drafting contracts, negotiating agreements, conducting due diligence, and providing opinion letters). Grades will be based upon active class participation in discussions and simulations, plus a final paper (20-25 pages). (Please note that this paper cannot fulfill the SRP or WP requirement.)

Previously:

  • Autumn 2021: Joan E. Neal
  • Winter 2021: Joan E. Neal
  • Winter 2020: Joan E. Neal
  • Winter 2019: Joan E. Neal

Fair Housing

This course will focus on the law and policy of fair housing, broadly construed. Substantial 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 causes and consequences of residential segregation will be examined, as well as the effects of zoning and other land use controls. Additional topics may include gentrification, eviction, squatting, mortgages and foreclosures, the siting of locally undesirable land uses, and the use of eminent domain. The student's grade will be based on class participation and a final exam.

Previously:

  • Spring 2021: Lee Fennell

Feminist Economics and Public Policy

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. Non-law students must have instructor consent to enroll.

Previously:

  • Spring 2021: Diana Strassmann
  • Spring 2019: Diana Strassmann

Financial Regulation Law

This course addresses the regulation of banks and other financial institutions in the United States. The focus will be on the current regulatory scheme, with some attention to the 2008 financial crisis, the history of financial regulation, and proposals for reform. The student's grade will be based on participation and a final examination. Students should purchase a hardcopy edition of the required textbook. The e-book only option does not allow offline access which may be required for the in-class proctored exam.

Previously:

  • Autumn 2021: Eric A. Posner
  • Spring 2021: Eric A. Posner

Food Law

This seminar will examine issues relating to food law and food policy. Topic covered will include: food safety, food labeling, genetically modified agriculture, corn policy, regulation of food quality, factory farming, restaurant regulations, and more. Students will have to write an SRP paper and make a presentation in class. Participation may be considered in final grading.

Previously:

  • Autumn 2021: Omri Ben-Shahar
  • Autumn 2020: Omri Ben-Shahar

Fundamentals of In-House Counsel

The role of in-house counsel is both complex and complicated, and can be vastly rewarding to the attorney who understands its realities and can apply the law in a practical manner to support an enterprise and its leadership. This course will help students explore and learn the fundamentals critical to succeeding as inside counsel. Through a combination of review and discussion of influential written work of preeminent past and present in-house lawyers, discussion of case studies focused on contemporary scenarios faced by inside counsel, analysis and evaluation of risk issues in specific contracts, in-class simulations and team exercises, and guest speakers who will share their experiences and talk about their career paths, including successes and failures along the way, you will obtain an understanding of the modern view of inside counsel from a variety of diverse vantage points.

The primary focus will be on beginning to understand the critical skills necessary to prepare to succeed as in-house counsel in a large U.S. private or public company setting. We will seek to answer questions such as: How does working in-house compare and contrast to working at a law firm, what are the day-to-day challenges experienced by inside counsel and what are strategies to meet them and excel, how has the in-house counsel role evolved over time, and what does the future hold for attorneys serving as in-house counsel. From the student who aspires to one day be an in-house attorney, to the student who plans to serve in-house counsel while working at a law firm, Fundamentals of In-House Counsel will provide a multitude of candid and practical perspectives on the critical means by which the law supports today's American enterprises.

Grading will be based on in-class performance and a series of reflection papers.

Previously:

  • Spring 2021: David Zarfes, Josh Avratin, and Nathan Lawrence Lutz

Greenberg Seminar: Migration, Labor Mobility, and Economic Development

Finding ways to facilitate migration will be one of the most pressing policy problems of the 21st century. This is in part because finding ways to move workers to where they are more productive-for instance, people from rural settings to urban settings or people from poor countries to rich countries-is the most effective way to reduce global poverty. Additionally, major global trends like climate change, sustained regional conflict, and declining birth rates in developed countries are also making finding ways to ease migration more important than ever. But at the same time there is increased need for migration, the combination of growing populism around the world and the COVID pandemic are leading countries to erect new barriers to movement. This seminar will explore this topic by watching a series of documentary films that explore different issues related to migration and labor mobility. We will also discuss the extent to which the films we watch are successful at identifying and conveying these issues to the broader public.

Previously:

  • Autumn 2020: Anup Malani and Adam S. Chilton
  • Winter 2021: Anup Malani and Adam S. Chilton
  • Spring 2021: Anup Malani and Adam S. Chilton

Greenberg Seminar: Troubled Cities

*All meetings will take place in Winter and Spring quarters of 2021.* We can start with discussing the movie American Factory (available on Netflix), about the re-opening, but then the clash between management and workers, of a factory closed by General Motors in Dayton, Ohio, but then purchased by a Chinese company determined to re-purpose its workforce. We will then discuss The Poisoned City, and the story of Flint Michigan's troubled water supply, and Why Nations Fail, a more academic book considering the larger question of the rise and fall and rise again of conglomerations of people. We might also talk about The Rise of the Creative Class, a book that suggests that the cities most of you yearn to live in, are not made great by people like us but rather by off-beat artistic types. We are open to suggestions for a different book or film. Graded Pass/Fail.

Previously:

  • Spring 2021: Saul Levmore and Julie Roin
  • Winter 2021: Saul Levmore and Julie Roin

Greenberg Seminars: Leadership from the Female Perspective

This is a year long seminar. We will read books and other pieces of writing by female chief executive officers, politicians, athletes, and other leaders in their industries, and discuss those pieces during each session. Discussion and readings may touch on topics such as how the female experience of leadership differs depending on industry, role, and characteristics of a woman's colleagues (for example, how the experience of a female general counsel of a professional sports team might be different from a female captain on an all-female athletic team), general perspectives on leadership styles, and others as determined throughout the year based on the ultimate readings selected. Graded Pass/Fail and is worth 1 credit which defaults to the autumn quarter.

Previously:

  • Autumn 2021: Emily Underwood and M. Todd Henderson

Greenberg Seminars: Race and Capitalism

This is a year long seminar. This Greenberg seminar will examine the relationship of ideas of race and American (and global) markets. We'll read historical and contemporary work on the relationship of race and capitalism. Graded Pass/Fail and is worth 1 credit which defaults to the autumn quarter.

Previously:

  • Autumn 2021: Daniel Abebe and Aziz Huq

Greenberg Seminars: Resignations

This is a year long seminar. When lawyers participate in politics at the highest levels-as counselors to the government, advisors to political leaders, and authors of sensitive policies-they can confront competing demands from the governmental institutions and leaders they serve, on the one hand, and the ethics of the legal profession or morality generally, on the other. But because the demands on these lawyers are frequently shaped by unprecedented events, it is not always clear just what legal ethics or morality require them to do. Prompted by these conflicts, lawyers across many political administrations have confronted calls to resign-claims that what the government has asked of them is incompatible with the professional requirements of being a lawyer or the demands of morality. This Greenberg will use case studies of high-profile government lawyers who have faced those calls to untangle this dramatic dilemma. Graded Pass/Fail and is worth 1 credit which defaults to the autumn quarter.

Previously:

  • Autumn 2021: Ryan D. Doerfler and Bridget A. Fahey

Hacking for Defense

H4D is an opportunity to work with teams at the Defense Department and the various intelligence agencies (e.g., NSA, CIA) to solve real world operational problems. Started at Stanford, this program is now offered at several universities across the country. DoD chose Chicago as a new midwest site. Students will form teams with students in other departments, and teams will be assigned to/choose a project to work on. The learning will be through a flipped classroom--the lecture content is in the form of videos done by the program sponsors at Stanford and the DoD. (They are very good.) Then, we will meet as a class to discuss the materials and work together in our teams. Students will be paired with a program sponsor from the government, and work toward a solution that can be deployed. Time will be spent doing interviews, field visits, and problem solving with your team. This will require far more work than the typical law school course, but it will be much more interesting and have real world impact. There is the possibility of forming a business venture and entering the New Venture Challenge with the team. Previous ideas that have come out of H4D have helped the SEALS improve their training, the Army increase the efficiency of its supply chain, and the Navy develop a better communications device for sub-surface warfare. Check out some of the team videos online for examples. This seminar has extra time built into the meetings, but not all sessions will cover that entire time. Ultimately the class time will be the equivalent of two hours each week. Participation may be considered in final grading.

Previously:

  • Autumn 2020: M. Todd Henderson and William Gossin-Wilson

Innovation Fund Associates Program Practicum

The Innovation Fund Associates ("IFA") program practicum is an avenue for law students who are accepted into the IFA program to receive course credit for their participation in lieu of the available stipend. Information regarding the IFA program can be found here: https://polsky.uchicago.edu/programs-events/innovation-fund-associates-program/.

Students receive 3 credits during each of the Spring and Autumn Quarters, and prepare brief response papers during each of those quarters reflecting on their experience. There is substantial training during the Winter Quarter but no credit is offered for this time. During the Spring and Autumn Quarters, in addition to the final presentation date, students should plan on meeting (1) for two to three hours every other Friday at noon for status updates, (2) on three to four additional dates that will be communicated to accepted students during the preceding quarter for trainings on topics such as patent law, FDA regulatory processes and compliance, public speaking, and other subjects relevant to the funding candidates during that cycle, and (3) two to three times per week with their teams, fund leaders, funding candidates and industry experts as part of the diligence process. There is substantial individual work outside of these meetings. Students do all coursework at the Polsky Center with potential site visits to the offices of industry experts and target companies. The approximate time commitment for the program is an average of 15 hours per week, although that may vary. Students may either take the offered stipend or course credit in any given quarter, but not both, and must be accepted into the IFA program through its normal application procedures before they are eligible to participate in the practicum.

Previously:

  • Spring 2022: Emily Underwood
  • Autumn 2021: Emily Underwood
  • Spring 2021: Emily Underwood
  • Autumn 2020: Emily Underwood
  • Spring 2020: Emily Underwood

Institute for Justice Clinic on Entrepreneurship

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, employment law, 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. A commitment of at least two consecutive quarters is required.

Evaluation is based holistically on the student's client work.

Previously:

  • Spring 2022: Elizabeth Kregor and Catherine Gryczan
  • Winter 2022: Elizabeth Kregor and Catherine Gryczan
  • Autumn 2021: Elizabeth Kregor and Catherine Gryczan
  • Spring 2021: Elizabeth Kregor
  • Winter 2021: Elizabeth Kregor
  • Autumn 2020: Elizabeth Kregor and Amy Hermalik
  • Spring 2020: Elizabeth Kregor and Amy Hermalik
  • Winter 2020: Elizabeth Kregor and Amy Hermalik
  • Autumn 2019: Elizabeth Kregor and Amy Hermalik
  • Spring 2019: Elizabeth Kregor and Amy Hermalik
  • Winter 2019: Elizabeth Kregor and Amy Hermalik
  • Autumn 2018: Elizabeth Kregor and Amy Hermalik
  • Spring 2018: Elizabeth Kregor and Amy Hermalik
  • Winter 2018: Elizabeth Kregor and Amy Hermalik
  • Autumn 2017: Elizabeth Kregor and Amy Hermalik

Insurance Law

This course introduces students to insurance institutions and insurance law, with the ultimate goal of understanding the role of insurance in society. Liability, life, and property insurance will receive the most attention, but we will also discuss health and disability insurance. After taking this course, students will know how to read and analyze a standard form insurance contract, how to work with insurance regulatory materials, how to spot the insurance issues in a wide variety of legal and public policy contexts, and how to think about insurance related issues using conceptual tools from a variety of disciplines. Cross-cutting themes of interest include the effects of insurance on tort law and on litigation, the regulatory function of insurance contracts, and the ways in which various conceptions of justice are achieved through insurance mechanisms as well as insurance regulation. This class has a final exam. Participation may be considered in final grading.

Previously:

  • Spring 2021: Omri Ben-Shahar
  • Spring 2020: Omri Ben-Shahar

Intellectual Property-based Finance and Investment

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 (20-25 pages). Participation may be considered in final grading.

Previously:

  • Autumn 2021: Michael Friedman
  • Autumn 2020: Michael Friedman
  • Autumn 2019: Michael Friedman
  • Autumn 2017: Michael Friedman

The Internet Economy

The Internet is contributing to economic growth that exceeds the pace of the Industrial Revolution of the 1800s. The Internet is transforming the global economy, creating enormous value for founders, firms, investors, and consumers. Today, the seven most valuable public companies in the world-- Apple, Microsoft, Amazon, Alphabet, Facebook, Tencent, and Alibaba- all compete in the Internet Economy. At the same time, there is also an unprecedented number of so-called Unicorns, start-ups valued at more than a billion dollars, trying to disrupt these platforms and ecosystems, as well as every other sector of the economy. The emergence of these highly funded private companies alters the structure and dynamics of the market in seismic ways. This seminar seeks to explore many of the most important historical and current trends and themes in the Internet and technology economy and ecosystem. We will explore the incentives of the major constituencies in the ecosystem, including firms (and the difference in incentives between founders, managers, employees), investors (the difference between private and public market incentives), consumers, and politicians, and other constituents. We will examine the overall structure and competitive dynamics of firms within the overall Internet economy, focusing on critical horizontal and vertical markets. To aid in our discussion, we will explore a range of business and legal concepts, with a specific focus on how decision-makers apply (or not) these concepts in real life. Specifically, we will explore concepts related to corporate finance, competitive strategy, economics, and behavioral economics, psychology, and history. We will also explore the legal and policy structure, foundation, and issues that serve as the backdrop for the Internet economy.Evaluation will be based on a paper (10-15 pages) and short weekly class preparation (2 credits). Students may earn 3 credits by doing an extra short assignment.

Previously:

  • Autumn 2021: Jared Earl Grusd
  • Autumn 2020: Jared Earl Grusd

Intensive Contract Drafting Workshop

This 3-credit intensive seminar will meet each weekday morning from 9:00am-11:15am from August 23 - September 3. Students should plan to treat the seminar like a full time job during this period - they will spend a substantial part of each afternoon doing written homework which is due each evening, and a part of each evening doing reading and preparation for the next day's class. The seminar will serve as an introduction to contract 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 specific contract provisions and a complete contract, and will learn how to read, review and analyze contracts with an eye toward both legal and business risk issues. Many/most of the exercises simulate working with a fictional client. Evaluation will be based upon class participation and a series of substantial out-of-class daily drafting exercises. Students are not eligible to register if they have taken Contract Drafting and Review, Advanced Contract Skills or other similar contract drafting courses.

Previously:

  • Autumn 2021: Emily Underwood and Michelle M. Drake
  • Autumn 2020: Emily Underwood
  • Autumn 2019: Joan E. Neal and Emily Underwood

International Arbitration

This seminar provides a basic foundation in the law and mechanics of international commercial arbitration and international investment treaty 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, ICDR, 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, including a mock arbitration exercise. 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 (20-25 pages). This Seminar will satisfy part of the lesser of the school's two writing requirements, if substantial research and written work is completed.

Previously:

  • Autumn 2021: Javier Rubinstein
  • Winter 2021: Javier Rubinstein
  • Autumn 2019: Javier Rubenstein
  • Autumn 2018: Javier Rubinstein
  • Autumn 2017: Javier Rubinstein

International Business Transactions

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 one short paper and one longer paper 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 paper and longer paper addressing specific issues. There will not be a final examination. Participation may be considered in final grading.

Previously:

  • Spring 2021: Alan D'Ambrosio
  • Spring 2020: Alan D'Ambrosio
  • Spring 2019: Alan D'Ambrosio

International Trade Law

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. This class has a final exam.

Previously:

  • Winter 2021: Adam S. Chilton
  • Spring 2020: Adam S. Chilton
  • Spring 2019: Adam S. Chilton
  • Spring 2018: Adam S. Chilton

Kirkland & Ellis Corporate Lab Clinic

The Kirkland & Ellis Lab provides students with a forum for working closely with legal and business teams at top-tier multinational companies, leading nonprofits, and entrepreneurial startups. The primary goal of the 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. Clients will include Abercrombie & Fitch, Accenture, Baxter Healthcare, Booth School of Business New Venture Challenge (Spring Quarter), GE Healthcare, Honeywell, IBM, John Deere, Microsoft, Nike, Northern Trust, Schreiber Foods, and Verizon Communications. Corporate Lab students also will have the opportunity, should they wish, to negotiate a simulated cross-border transaction opposite students of a leading foreign law school as part of the negotiation workshop component of the Corporate Lab (Autumn Quarter). Please note: (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, and (iii) 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. (Reduced 2-credit option available with instructor permission.)

Previously:

  • Spring 2022: David Zarfes, Josh Avratin, and Sean Z. Kramer
  • Winter 2022: David Zarfes, Josh Avratin, and Sean Z. Kramer
  • Autumn 2021: David Zarfes, Josh Avratin, and Sean Z. Kramer
  • Spring 2021: David Zarfes, Josh Avratin, and Sean Z. Kramer
  • Winter 2021: David Zarfes, Josh Avratin, and Sean Z. Kramer
  • Autumn 2020: David Zarfes, Josh Avratin, and Sean Z. Kramer
  • Spring 2020: David Zarfes, Sean Z. Kramer, and Josh Avratin
  • Winter 2020: David Zarfes, Sean Z. Kramer, and Josh Avratin
  • Autumn 2019: David Zarfes, Sean Z. Kramer, and Josh Avratin

Labor Law

This course covers the law governing labor-management relations in the private sector of the U. S. economy. Subjects that will be addressed include the historical background and coverage of the National Labor Relations Act (NLRA) and the Labor-Management Relations Act (LMRA), the organization of and procedures before the National Labor Relations Board, the rights and protections created by Section 7 of the NLRA, unlawful employer and union interference with such rights and the remedies available for such unlawful conduct, the procedures for the selection of union representation, the collective bargaining process and the obligation to bargain in good faith, the enforcement of collective bargaining agreements, the regulation of strikes and other concerted union activities, the union's duty of fair representation, the preemption of state laws and state law-based claims by the NLRA and the LMRA, and 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 2021: James Whitehead
  • Spring 2021: James Whitehead
  • Spring 2020: James Whitehead
  • Winter 2019: Laura Weinrib

Labor Law in the Gig, Fissured, and Automated Economy

This course will consider how labor relations are regulated-and how they should be regulated-in the increasingly gig, fissured, and automated economy. We will consider who qualifies as an "employee" and an "employer"; what happens to the growing number of workers and firms that fall outside these categories or along their hotly contested boundaries; what new forms of worker organizing are emerging and how law constrains or facilitates these new organizing efforts; and what possible law reforms are warranted. This is a short class that will meet on April 28,29, and 30 and May 5 and 6. This class has a final exam. Participation may be considered in final grading.

Previously:

  • Spring 2021: Kate Andrias
  • Spring 2020: James Whitehead

Law and Economic Development

Why do some nations perform better than others, whether measured by income, happiness, health, environmental quality, educational quality, freedom, etc.? What can be done to help the world's poor? We explore the proximate causes of inequality across countries, including the role of human capital, natural resources, technology and market organization. We also explore the root causes of long-term differences in wealth, including the role of geography (e.g., location in tropical areas) and technological development (e.g., the impact of plow agriculture). We spend a substantial amount of time on the role of institutions, broadly defined, on development. We will explore the value of democracy, the common law, and state capacity generally. We will study the impact of disruptions such as the slave trade, colonialism and war. Ultimately, we will try to understand the implications of each explanation for development policy. Importantly, we will also consider how the lessons law and economics offers for countries with weak state capacity and limited rule of law differ dramatically from those it offers for countries such as the US. A major paper (20-25 pages) is required. Students will be required to complete a review and critical analysis of the literature on a specific topic in development. The topic must be approved by the professor. Participation may be considered in final grading.

Previously:

  • Autumn 2021: Anup Malani
  • Winter 2021: Anup Malani

Law and the Economics of Natural Resources Markets

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 Dylan Baker at drbaker@uchicago.edu.

This class requires a major paper (20-25 pages) and will have end of class presentations on November 17 from 4:15-8:15pm. Participation may be considered in final grading.

Previously:

  • Autumn 2021: Richard Sandor
  • Spring 2020: Richard Sandor
  • Spring 2019: Richard Sandor

The Law of Future Interests

This course will deal with the creation and utility of interests in real and personal property that take effect in the future. Class gifts, powers of appointment, charitable bequests, conditional limitation, and the rule against perpetuities will be among the subjects covered. Special attention will be paid to the enactment and construction of modern statutes affecting these subjects. For students who intend to enroll in the Law School's course in Trusts and Estates, this offering should provide important grounding. Students who took Estate Planning and Drafting may not take this course. This class has a final exam.

Previously:

  • Autumn 2021: R. H. Helmholz

The Lawyer as an Entrepreneur: Analyzing & Evaluating Early-Stage Ventures

The seminar will explore the legal challenges that arise in taking a business concept and growing it into a sustainable entity. Through group discussions, and tapping a number of legal disciplines, seminar participants will examine how to identify a start-up's value proposition along with its risks. In addition, participants will examine how early-stage ventures secure funding, with an emphasis on raising money under safe-harbor provisions and new crowdfunding regulations. The Seminar participant's grade will be based upon participation and an in-class presentation, with supporting material, incorporating the learnings of the Seminar. Students who have taken LAWS 53192 Entrepreneurship and the Law may not enroll in this class.

Previously:

  • Winter 2021: Michael Kennedy

Legal Elements of Accounting

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. This class has a final take-home exam.

The instructor will provide parallel page referenced reading assignments in each of the 5th (2010,) 6th (2013) and 7th (2018) editions of the textbook, so students may purchase any of these editions.

Previously:

  • Winter 2022: John R. Sylla
  • Winter 2021: John R. Sylla
  • Winter 2020: John R. Sylla
  • Winter 2019: John R. Sylla
  • Winter 2018: John R. Sylla

Managerial Psychology

This course is about managing people - oneself and others. Successfully managing people requires an understanding of their thoughts, feelings, attitudes, motivations, and determinants of behavior. Developing an accurate understanding of these factors, however, can be difficult to achieve because intuitions are often misguided, and unstructured experience can be a poor teacher. This course is intended to address this development by providing the scientific knowledge of human thought and behavior that is critical for successfully managing others, and also for successfully managing ourselves. Using a combination of lectures, discussions, and group activities, the course offers an introduction to theory and research in the behavioral sciences. Its primary goal is to develop conceptual frameworks that help students to understand and manage effectively their own complicated work settings. The course is organized into two main themes: (1) the individual, and (2) the organization. The individual part of the course is concerned with issues related to individual behavior, such as how people's attitudes influence their behavior, how people form impressions of others, and how the choices people make are affected by characteristics of the decision maker and the decision-making process. The organization part of the course focuses on people's behavior within the context of an organization. It addresses how organizations can successfully coordinate the actions of their members. Topics of this section include effective group decision-making, persuading and motivating others, and the use of formal and informal power in interpersonal relations. This class will have a final take-home exam and thought papers. Participation may be considered in final grading.

Previously:

  • Spring 2022: Ayelet Fishbach
  • Spring 2021: Ann L. McGill

Mergers and Acquisitions

This course will examine the acquisition and sale of public and private companies in the US M&A market. The first part of the course will focus on the M&A process for the sale of privately held companies, including subsidiaries of public companies. This part of the course will dissect and analyze the key provisions of, and issues regarding, private stock and asset acquisition agreements, including representations, covenants, closing conditions, indemnification provisions, rep & warranty insurance, earn-out provisions, purchase price adjustments, auction tactics, material adverse effect clauses and the "no indemnity" and "no reliance" provisions increasingly favored by private equity sellers. Student teams will review and "mark-up" a stock purchase agreement. The second part of the course will focus on the acquisition of public companies, including the SEC takeover rules and the fiduciary duties imposed on directors by Delaware law, including the Revlon, Unocal, Van Gorkum and Del Monte decisions, as well as financial advisors, special committees and defensive tactics such as shareholder rights plans. Finally, the course will discuss the use of letters of intent and confidentiality agreements. Prerequisite: Business Organizations. This class has a final exam and a series of research papers (10-12 pages). Participation may be considered in final grading

Previously:

  • Spring 2022: James Junewicz
  • Spring 2021: James Junewicz
  • Autumn 2019: Ehud Kamar
  • Winter 2019: Scott Davis
  • Autumn 2018: Scott Davis
  • Winter 2018: Scott Davis
  • Autumn 2017: Scott Davis

Network Industries

This course addresses the regulation of natural monopoly. Historically, the industries that match with that description have been public utilities (think electricity and telecommunications) but modern platform industries (say Google, Facebook and the like) also are naturally relevant. The emphasizes the substantive law and pays little attention to the procedural questions addressed in Administrative Law, which should be taken at some point, but which is not a prerequisite for this course. The student's grade is based on a final examination. The syllabus for the last version of the course is located at http://picker.uchicago.edu/NetIndus/Syllabus.htm.

Previously:

  • Spring 2022: Randal C. Picker
  • Spring 2020: Randal C. Picker
  • Spring 2019: Randal C. Picker

Partnership Taxation

A review of the principles 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. This class has a final exam. Participation may be considered in final grading. Prerequisite: Introductory Income Tax.

Previously:

  • Spring 2021: Richard M. Lipton and Maher Haddad
  • Spring 2020: Richard M. Lipton and Maher Haddad
  • Spring 2019: Richard M. Lipton

Patent Law

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 an in-class final examination. Students from all backgrounds -- technical or not -- are encouraged to enroll. This class has a final exam. Participation may be considered in final grading.

Previously:

  • Spring 2022: Jonathan Masur
  • Spring 2021: Jonathan Masur
  • Spring 2020: Jonathan Masur
  • Spring 2019: Jonathan Masur
  • Spring 2018: Jonathan Masur

Price Theory I

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 2020: Kevin Miles Murphy, Marcos Gabriel Sorá, Fabian Nagel, Yang Su, and Maria Daniela Vadillo Carenas
  • Autumn 2019: Kevin Miles Murphy, Scott Francis Behmer, Rafael Duran Jimenez, and German Bruno Villegas Bauer
  • Autumn 2018: Antonio Gabriel, Agustin Gutierrez, Rafael Duran, and Francisco Mena
  • Autumn 2017: Kevin Murphy, Maxwell Kellogg, Jian Li, Mikayel Sukiasyan, and Mary Stofcik

Private Equity Transactions: Issues and Documentation

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. This class requires a series of reaction papers. Participation may be considered in final grading.

Previously:

  • Winter 2022: Mark A. Fennell and Stephen L. Ritchie
  • Winter 2021: Mark A. Fennell and Stephen L. Ritchie
  • Winter 2020: Mark A. Fennell and Stephen L. Ritchie
  • Winter 2019: Mark A. Fennell and Stephen L. Ritchie
  • Winter 2018: Mark A. Fennell and Stephen L. Ritchie

Professional Responsibility: Representing Business Organizations

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 a final exam, several short response papers, and a class participation component. This seminar will fulfill the professional responsibility requirement. Please note that the first class meeting will take place on January 10 (second week of classes) and a make-up session will be scheduled for the missed class session.

Previously:

  • Winter 2022: Daniel Feeney, Brant Weidner, and John C. Koski
  • Winter 2021: Daniel Feeney, John C. Koski, and Brant Weidner
  • Winter 2020: Daniel Feeney, John C. Koski, and Brant Weidner
  • Winter 2019: Daniel Feeney

Project and Infrastructure Development and Finance

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; there will be 3-4 short papers, an analytical paper of at least 10- 13 pages based on a case study and class participation. There are no pre-requisites, 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 20 students. Participation may be considered in final grading.

Previously:

  • Autumn 2021: Martin Jacobson
  • Autumn 2020: Martin Jacobson
  • Autumn 2019: Martin Jacobson
  • Autumn 2018: Martin Jacobson
  • Autumn 2017: Martin Jacobson

Project Finance in Emerging Markets

This course will explore the principles of project finance and their application to projects in emerging markets, with a particular focus on Latin America. The class will include various case studies and will include the review of core contracts and a discussion of common legal issues that arise in the cross-border context. The method of evaluation is based on short presentations, short negotiating activities, analyzing agreements, and written work (approx 15-20 pages).

Previously:

  • Spring 2022: Jaime E. Ramirez
  • Spring 2021: Jaime E. Ramirez

Real Estate Transactions

Real Estate Transactions will focus on the lawyer's role in structuring and negotiating investments in commercial real estate. The course will explore legal and related business issues encountered when acquiring, selling and financing commercial real estate investments, including through mortgage and mezzanine debt and will also focus on "joint ventures" and other capital aggregation vehicles. For many reasons it is typical today for an investor to own real estate with one or more other investors in a joint venture. 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 three or four short projects and class participation.

Previously:

  • Autumn 2021: Andrew D. Small
  • Winter 2021: Andrew D. Small
  • Winter 2020: Andrew D. Small
  • Winter 2019: Andrew D. Small
  • Winter 2018: Andrew D. Small

Regulation of Drug, Devices, Biologics, and Cosmetics

This course explores legal and policy issues in the federal regulation of drugs, medical devices, biologics, and cosmetics. 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. These issues are particularly timely and important in light of the COVID-19 pandemic. The student's grade is based on class participation and a final examination or major paper (20-25 pages). Participation may be considered in final grading.

Previously:

  • Spring 2022: Jack Bierig

Restructuring in Bankruptcy: Strategy and Tactics

This experiential seminar focuses on strategy and tactics in restructuring financially stressed and distressed companies. We will use a case study to illustrate the dynamics of advising boards of directors regarding fiduciary duties, stakeholder negotiations, and complex legal issues facing troubled companies. The seminar alternates between a interactive learning session and an experiential session where students prepare and present to a mock board of directors or management of a financially distressed company. Grades will be based 75% on the in-class presentations, 10% on class participation, and 15% on a 10-15 page client memorandum.

Prerequisite: Bankruptcy (recommended but not required)

Previously:

  • Spring 2021: Chad J. Husnick
  • Winter 2019: Chad J. Husnick

Retail Law and Transactions

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 2022: Peter Afendoulis
  • Spring 2021: Peter Afendoulis
  • Spring 2020: David Zarfes and Josh Avratin
  • Spring 2019: David Zarfes
  • Spring 2018: David Zarfes

The Role and Practice of the State Attorney General

All 50 States and the District of Columbia have an Attorney General, each of whom enjoys broad discretion over a range of legal issues. This seminar will address the institutional role of these officials, including their status within their respective state systems and their relationship to the federal government. The course will also address a host of critical and often controversial areas-including civil rights, criminal justice, consumer fraud, and environmental regulation-where state Attorneys General have come to play a leading role on the local and national stage. Students will be graded based on class participation and a final paper.

Previously:

  • Spring 2022: Lisa Madigan and Michael Scodro
  • Spring 2021: Lisa Madigan and Michael Scodro
  • Spring 2020: Michael Scodro and Lisa Madigan

Secured Transactions

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 2021: Erin M. Casey
  • Spring 2021: Randal C. Picker
  • Winter 2021: Erin M. Casey
  • Winter 2020: Erin M. Casey
  • Autumn 2018: Randal C. Picker
  • Winter 2018: Erin M. Casey
  • Autumn 2017: Randal C. Picker

Securities and Exchange Commission Investor Advocacy Project

With faculty supervision, six to eight students will prepare and present a set of investor advocacy proposals to The Investor Advocate and other SEC Staff covering two to four topics. The proposals will include a written report with supporting data and arguments. The project will culminate in a one-hour presentation by students and faculty to The Investor Advocate and SEC Staff. The presentation is tentatively scheduled for May 26 and all work must be completed by that time. It is recommended that students who enroll in this course have taken or are taking Securities Regulation.

Previously:

  • Spring 2021: Anthony J. Casey, M. Todd Henderson, and Joshua C. Macey

Securities Regulation

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: public offerings, private placements of stock, secondary sales of securities, and securities fraud litigation. This class has a final exam. Participation may be considered in final grading. Corporations or Business Organizations are recommended prerequisites.

Previously:

  • Spring 2022: Anup Malani
  • Autumn 2021: M. Todd Henderson
  • Spring 2021: Anup Malani
  • Winter 2021: M. Todd Henderson
  • Spring 2020: M. Todd Henderson
  • Winter 2020: M. Todd Henderson
  • Spring 2019: M. Todd Henderson
  • Autumn 2018: William A. Birdthistle
  • Winter 2018: M. Todd Henderson
  • Autumn 2017: William A. Birdthistle

Strategic Considerations in Securities and Corporate Governance Litigation

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 practitioners 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 2022: Steven B. Feirson and Joni S. Jacobsen
  • Spring 2021: Steven B. Feirson and Joni S. Jacobsen
  • Spring 2020: Steven B. Feirson and Joni S. Jacobsen
  • Spring 2019: Steven B. Feirson and Joni S. Jacobsen
  • Spring 2018: Steven B. Feirson and Joni S. Jacobsen

Strategies and Processes of Negotiations

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. Grading is based on the following: class participation; 3 reflection reports; problem sets; prep notes; final paper

Previously:

  • Winter 2021: George Wu
  • Winter 2020: George Wu
  • Winter 2019: George Wu
  • Winter 2018: George Wu

Structuring Venture Capital, Private Equity, and Entrepreneurial Transactions

Course covers tax, legal, & economic principles applicable to series of interesting, complex, current entrepreneurial transactions, utilizing venture capital (VC) or private equity (PE) 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 corp and flow-through single-tax S corp, partnership, or LLC for variety of VC or PE financed transactions, (5) devising equity-based exec comp program, (6) PE financed restructuring or workout (in or out of bankruptcy) for troubled over-leveraged enterprise and utilizing troubled corp's NOL post-restructuring, (7) exit scenarios for successful VC or PE financed enterprise (such as IPO, series of SEC rule 144 stock sales, sale of company, or merger of company into larger enterprise), & (8) forming VC, PE, or LBO fund.

Substantive subjects include federal income tax, federal securities regulation, state corp, partnership, & LLC law, federal bankruptcy law, fraudulent conveyance law, & other legal doctrines, as well as accounting rules (for exec comp and acquisition accounting) & practical structuring issues (including use of common & preferred stock, subordinated or mezzanine debt, convertible debt & preferred stock, warrants, options, & substantial-risk-of-forfeiture stock), all reviewed in transactional context, with discussion of policy underpinnings & likely future evolution.

No specific prerequisites, but introductory income tax strongly recommended, entity taxation desirable, & knowledge of corp law, securities regulation, bankruptcy, & accounting helpful. However, course book & course book appendix contain sufficient discussion & supplemental material so student can (with careful reading) adequately comprehend these topics. Grade based on final in-class examination. Instructor consent not required.

Previously:

  • Spring 2022: Stephen Ritchie and Mike Carew
  • Spring 2021: Stephen Ritchie and Mike Carew
  • Spring 2020: Jack Levin and Donald Rocap
  • Spring 2019: Jack Levin and Donald Rocap
  • Spring 2018: Jack Levin and Donald Rocap

Tax Issues in Bankruptcy

This seminar provides a basic background in tax issues that affect troubled companies, with special attention to tax issues that arise in bankruptcy cases and insolvency workouts. 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.

Evaluation Methods: Final Examination.

Previously:

  • Spring 2022: Anthony V. Sexton and Thad W. Davis
  • Spring 2020: Anthony V. Sexton and Thad W. Davis

Technology Policy

This seminar is discussion based. The two key parts of the seminar are blog posts based on readings (usually three recent books) and student group presentations in weeks 8 and 9. For more, see the syllabus at http://picker.uchicago.edu/seminar/Syllabus.htm.

Previously:

  • Winter 2022: Randal C. Picker
  • Winter 2021: Randal C. Picker
  • Winter 2020: Randal C. Picker
  • Winter 2019: Randal C. Picker
  • Winter 2018: Randal C. Picker

Topics in State and Local Finance

This seminar looks at a variety of fiscal challenges facing state and local governments, and at the legal constraints on politically attractive solutions to these challenges. In past years, topics have included educational funding, pension funding, "welcome stranger" property tax assessment, eminent domain, and municipal bankruptcy. Final grade will be based on a series of short reaction papers and class participation.

Previously:

  • Spring 2022: Julie Roin
  • Winter 2021: Julie Roin

Toxics, Toxic Torts and Environmental Injustice

This course will expose students to common law and administrative approaches for addressing actual and potential public health and environmental harms from toxic substances. The course will begin by examining concepts of risk assessment and risk management. Next, the course will look at common law approaches, including theories of liability, causation, admissibility of evidence, proximate cause, damages, and defenses. The course will then review in-depth federal laws to address these issues, such as statutes that cover solid and hazardous waste (RCRA and CERCLA (Superfund)) and potentially toxic products (FIFRA, TSCA). Throughout the course, students will learn about how individuals and groups, including low-income and people-of-color communities, have sought redress for the toxic exposures they have faced. The course is a complement to Professor Kim's Environmental Law: Air, Water, and Animals course; neither is a prerequisite for the other, and the two shares little overlap. A series of research papers is required. Participation may be considered in final grading.

Previously:

  • Winter 2022: Mark N. Templeton
  • Winter 2021: Mark N. Templeton

Trade Secrets and Restrictive Covenant Litigation

In this seminar, students will learn how to litigate and try trade secrets and restrictive covenants cases. Two active practitioners in the field will teach this seminar based on actual recent cases. Each class will include instruction on the substance of the law in the field and actual practice techniques, including on-your-feet argument in each class. Specifically, all students will have the opportunity to argue various aspects of trade secrets and restrictive covenants cases, ranging from motions to dismiss, TRO/preliminary injunction motions, motions to compel, summary judgment motions, and post-judgment appeals. This class also requires a series of reaction papers. Participation may be considered in final grading.

Previously:

  • Winter 2021: Brian D. Sieve and Michael B. Slade
  • Winter 2019: Brian D. Sieve and Michael B. Slade

Trademarks and Unfair Competition

The course covers federal and state doctrines governing trademarks and rules designed to protect against false advertising and deception of consumers. In addition to the technical requirements for trademark eligibility, registration, infringement, and dilution, the course covers the constitutional and economic underpinnings of trademark protection, evaluate current shifts toward the "propertization" of trademark law, First Amendment defenses, common law misappropriation, right of publicity, and FTC law. Grades are based on a final examination. Participation may be considered in final grading.

Previously:

  • Autumn 2021: Omri Ben-Shahar
  • Autumn 2020: Omri Ben-Shahar
  • Winter 2020: Omri Ben-Shahar
  • Winter 2019: Omri Ben-Shahar
  • Winter 2018: Omri Ben-Shahar

U.S. Taxation of International Transactions

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:

  • Spring 2022: Julie Roin
  • Winter 2021: Julie Roin

World Bank Practicum

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. The course will involve teams of two students preparing a research memo. In class participation and memo quality are used to evaluate a student's grade.

Previously:

  • Spring 2021: Tom Ginsburg
  • Spring 2019: Tom Ginsburg
  • Autumn 2018: Tom Ginsburg
  • Spring 2018: Tom Ginsburg
  • Winter 2018: Tom Ginsburg
  • Autumn 2017: Tom Ginsburg