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 2017-18 and 2018-19 school years. Not all of these courses are offered every year, but this list will give you a representative sample of the variety of courses we might offer over any two-year period. Other new courses will likely be offered during your time at the Law School.

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

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

Accounting and Financial Analysis

Spring 2019, Philip G. Berger

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

Previously:

  • Spring 2018, Philip G. Berger

Advanced Contract Skills

Spring 2019, Joan E. Neal

This three-credit seminar will include a series of discrete topics to help students who want to become transactional lawyers hone more advanced contract skills to help clients achieve their goals. Issues covered may include: issue spotting in more complex types of agreements, effective negotiation, use of master agreements, use of term sheets/letters of intent, pros and cons of contract simplification, more complex drafting exercises, analysis of more complex risk allocation provisions, etc. Some classes will include guest speakers from practice (both law firm and in-house counsel). Contract Drafting and Review is a prerequisite for this seminar. Grades will be based upon class participation, preparation for guest speakers, and a series of weekly written homework assignments and in-class exercises.

Previously:

  • Spring 2018, Joan E. Neal

Advanced Contracts: Sales Law for A Modern Economy

Winter 2019, Lisa Bernstein

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

Advanced Industrial Organization III

Spring 2019, Dennis W. Carlton

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

Advanced Issues in Delaware Corporate Law

Spring 2018, William B. Chandler

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

Advanced Topics in Corporate Reorganizations

Spring 2018, Douglas Baird and Christopher S. Sontchi

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

Advanced Topics in Financial Regulation

Winter 2018, Eric Posner

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

Advanced Trademarks and Unfair Competition

Winter 2019, Chad Doelinger

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 twenty-five 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.

Antitrust Law

Winter 2019, Randal C. Picker

This course provides an introduction to the law of antitrust. The course focuses on the practices by which competing firms eliminate, or are alleged to eliminate, competition among themselves. The practices considered include formal cartels, price-fixing conspiracies, conscious parallelism, resale price maintenance, and mergers to monopoly and other types of horizontal merger. The course also looks at the practices by which firms, either singly or in combination, exclude actual or potential competitors from their markets, by means of practices such as boycotts, predatory pricing, tying arrangements and vertical integration. The grade is based on a final in-class examination. The syllabus for the current version or most recent version of the course can be found at http://picker.uchicago.edu/antitrust/Syllabus.htm

Previously:

  • Winter 2018, Randal C. Picker

Art Law

Autumn 2018, William M. Landes and Anthony Hirschel

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.

Previously:

  • Autumn 2017, William M. Landes and Anthony Hirschel

Bankruptcy and Reorganization: The Federal Bankruptcy Code

Autumn 2018, Douglas Baird

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

Previously:

  • Autumn 2017, Douglas Baird

Behavioral Law and Economics

Spring 2019, Jonathan Masur

This seminar will explore a set of frontier issues at the intersection of law and human behavior, including people's conduct under risk and uncertainty; the commitment to fairness; social influences and peer pressure; extremism; adaptation; happiness; discrimination; and judicial behavior. Some discussion will be devoted to the uses and limits of paternalism. Grades will be based on class participation and a series of short papers of 20-25 pages.

Previously:

  • Spring 2018, Jonathan Masur
  • Autumn 2018, Jonathan Masur

Blockchain and Cryptocurrencies

Winter 2019, Anup Malani

This class examines how what decentralized ledgers such as blockchain are, how they work, use cases such as cryptocurrencies, novel methods of financing made possible by blockchain, and legal issues that blockchain raises.  We will examine both blockchain and directed acyclic graph ledgers and different consensus protocols, including both proof of stake and proof of work.  We will explore the history and evolution of cryptocurrencies, especially through so-called forks.  We will examine the use of blockchain not just for payments, but also for tracking financial assets and land, trading computer storage and processing power, and even for game play.  We will examine the novel ways in which blockchain startups are funded, including the pre-sale of utility tokens to investors.  We will also consider legal issues such as the nature of, decision-making in and the merger or acquisition of firms funded by issuing utility tokens, whether tokens are securities, and money-laundering concerns with cryptocurrencies. This class requires a 20-25 page paper. Class participation may also be considered in final grading.

The Board of Directors

Spring 2019, M. Todd Henderson and Eileen Kamerick

In this seminar, we will simulate nine meetings of a board of directors of a hypothetical company. Students will act as board members. Each week, the board will face a discrete issue of corporate governance. Students will take turns acting as the chair of the board, leading the board of directors though a discussion of the issues. The board will have one week leading up to each class to do legal and other research, to communicate amongst each other and with external stakeholders (played by the professors), and to prepare a presentation for the board and the CEO. The chair will present the case and run the meeting.  The course will focus on the normal functioning of United States publicly listed companies, as well as on the duties of directors in times of crisis or significant change to the corporation. Grades will be based on class participation and out of class work. Instructor consent required. Prerequisite: Business Associations/Corporate Law.Each student will earn two credits for serving as a chair one week and participating in board discussions during the remaining weeks. The chair will present the case and lead the meeting, as well as being responsible for the outcome. To earn an additional credit, students will submit a short paper at the end of the course (less than 15 pages) describing lessons learned during each of the sessions.

Previously:

  • Winter 2018, M. Todd Henderson and Eileen Kamerick

Business Organizations

Spring 2019, Saul Levmore

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. Specific topics will include the role of law in creating entities that are separate and distinct from their partners, members, or shareholders and other stakeholders, the rules governing decision making by those managing the entity, mergers and acquisitions, and investor activism, including hedge fund activism. We will make use of some concepts from financial economics, including behavioral finance, but absolutely no prior experience with economics or finance is needed.

Previously:

  • Autumn 2017, Julian Velasco
  • Winter 2018, Anthony Casey
  • Autumn 2018, Elisabeth de Fontenay
  • Winter 2019, M. Todd Henderson

Business Planning

Winter 2018, Keith Crow and Anthony Sexton

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

Business Strategy

Autumn 2017, Emir Kamenica

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

Buyouts

Spring 2019, Scott Davis

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

Previously:

  • Spring 2018, Scott Davis

Capital Markets Transactions

Winter 2018, Carol Anne Huff

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

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

Spring 2019, Barry L. Zubrow

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

Previously:

  • Spring 2018, Barry L. Zubrow

Compliance and Regulatory Strategy

Spring 2018, Charles V. Senatore

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

Contract Drafting and Review

Spring 2019, Joan E. Neal

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

Previously:

  • Autumn 2017, Joan E. Neal
  • Winter 2018, Joan E. Neal
  • Spring 2018, Joan E. Neal
  • Autumn 2018, Joan E. Neal
  • Winter 2019, Joan E. Neal

Contract Law for LLM Students

Spring 2019, Lisa Bernstein

This course in contracts is designed for LL.M. students in lieu of attending a regular 1L course. It will cover both common law and statutory law and focus on both case analysis and application to real world problems. Special attention will be paid to negotiation strategies and the application of the law to firms outsourcing decisions and contracts. The class will culminate in the drafting of a commercial agreement. This class will help students practice American contract law at a high level of skill.

Previously:

  • Spring 2018, Lisa Bernstein

Copyright

Autumn 2018, Saul Levmore

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

Previously:

  • Winter 2018, Saul Levmore

Corporate and Entrepreneurial Finance

Spring 2019, Steven Neil Kaplan

This course uses the case method to study the practical aspects of important topics in corporate and entrepreneurial finance. We will apply the concepts and techniques of corporate finance to actual situations. The course is 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 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 12 hour 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 2018, Steven Neil Kaplan

Corporate Compliance and Business Integration

Autumn 2018, Forrest Deegan

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.This seminar will be taught by Forrest Deegan, Chief Ethics and Compliance Officer, at Abercrombie & Fitch.

Corporate Criminal Prosecutions and Investigations

Winter 2019, Andrew S. Boutros

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

Previously:

  • Winter 2018, Andrew S. Boutros

Corporate Finance

Autumn 2018, Dhammika Dharmapala

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

Previously:

  • Winter 2018, Dhammika Dharmapala

Corporate Governance

Autumn 2018, Thomas A. Cole

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

Previously:

  • Autumn 2017, Thomas A. Cole

Corporate Governance in Emerging Markets

Winter 2019, Dhammika Dharmapala

This seminar provides an overview of recent developments and scholarship relating to corporate governance, primarily from a "law and finance" perspective. It particularly emphasizes the context of developing and transitional economies and other jurisdictions without a long tradition of strong corporate and securities law and enforcement. Topics to be covered include: 1) The emerging markets context, the distinctive legal and governance issues raised by firms with controlling shareholders, and the legal and institutional preconditions for stock market development2) Legal and economic aspects of tunneling and other forms of self-dealing among firms with controlling shareholders3) The debate on the impact of historical legal origins on stock market development4) The evidence on the impact of corporate and securities law reforms on firm value and stock market development, introduced through country-level studies of major recent reforms in Korea, India and Russia5) The distinctive context of corporate governance in China, including issues raised by the role of governmental entities as controlling shareholders6) Regulatory dualism, as exemplified by Brazil's Novo Mercado, and the regulation of hostile takeovers in emerging markets7) The causes and implications of the phenomenon of international cross-listing8) The role of public and private enforcement of securities law in stock market development While some background in areas such as corporate and securities law would be helpful, there is no formal prerequisite for the seminar. Some readings from the "law and finance" literature will be interdisciplinary in approach, and some undertake statistical analysis. However, no background in finance or statistics will be assumed. Rather, the emphasis will be on understanding the implications of the readings for law and policy. Final grade will be based on a major paper (20-25 pages). Class participation may also be considered in final grading.

Previously:

  • Spring 2018, Dhammika Dharmapala

Corporate Theory

Spring 2018, Dorothy S. Lund

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

Cross-Border Transactions: Lending

Winter 2019, Richard M. Kohn

The worlds of corporate finance and secured transactions law reform interact to make cross-border lending a dynamic, cutting-edge field of law. Due to the rapid globalization of U.S. business, U.S. banks and other lenders are increasingly asked to finance the international business activities of U.S. middle-market companies, often in countries that have laws incompatible with U.S. secured transactions laws. At the same time, the United Nations Commission on International Trade Law (UNCITRAL), the World Bank and other international organizations are actively encouraging developing countries (where access to capital is limited) to modernize their secured transactions laws to make low-cost secured credit available to small and medium-sized enterprises, thereby  creating jobs, raising standards of living and contributing to a country's overall economic growth and political stability. This seminar explores both worlds. Students will examine the broad array of legal and practical issues encountered by U.S. lenders as they make loans to foreign companies, obtain security interests in foreign collateral and finance foreign corporate acquisitions. They will also study recent initiatives in secured transactions law reform, and consider how these initiatives exert a profound influence on cross-border corporate finance in developed as well as developing countries. Richard Kohn, a founder of the Chicago law firm Goldberg Kohn Ltd., specializes in representing lenders in cross-border lending transactions, and has been active for over a decade as a member of the UNCITRAL Expert Group in developing various secured transactions law reform texts, including the UNCITRAL Model Law on Secured Transactions. Because cross-border lending touches upon many areas of law, the seminar provides a useful introduction to international commercial transactions in general.

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

Autumn 2018, Tarek Sultani

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

Previously:

  • Autumn 2017, Tarek Sultani

Current Controversies in Corporate and Securities Law

Winter 2019, Richard Shepro

This seminar deals with the most important developments in U.S. (and to some extent global) corporate and securities practice during the preceding year. The seminar and discussions provide analysis of the legal, political, and economic implications of these Developments. 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. A few of the suggested topics will relate to an industry area, which for 2018-19 will include controversies over regulation of certain foods (e.g., foie gras, haggis, sugary drinks, overfishing . . .). Each student submits one paper and gives an oral presentation and analysis of another student's paper. Class participation may also be considered in final grading.

Elements of Business Law

Spring 2018, M. Todd Henderson

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

Employee Benefits Law

Autumn 2018, Charles B. Wolf

This seminar will provide an introduction to the Employee Retirement Income Security Act (ERISA) and other federal statutes regulating employee benefit plans in the private sector. The course will cover many types of plans, including defined benefit pension plans, individual account retirement plans (such as 401(k) plans), medical plans, other welfare benefit plans and executive compensation programs. It will provide a basic understanding of fiduciary standards governing plan administration and the investment of plan assets; minimum standards for benefits and funding; benefit claim dispute resolution procedures and standards of judicial review; federal preemption of state laws; and key issues which arise in ERISA litigation. The course is intended for students interested in a broader labor and employment practice; a mergers and acquisitions or general corporate practice; or a civil litigation practice. Although our primary mission will be to prepare students for the practice of law, we also will explore whether the law governing employee benefit plans is operating effectively and in accordance with its stated purposes. Students will be graded on class participation and on short reaction and/or research papers (20-25 pages). There are no prerequisites required for this seminar.Students must submit either: a) a series of short reaction and research papers which must total at least 20-25 pages, including at least one research paper of 10 or more pages or b) a major research paper of at least 20-25 pages.

Previously:

  • Autumn 2017, Charles B. Wolf

Employment Discrimination Law

Winter 2019, James Whitehead

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

Previously:

  • Autumn 2017, James Whitehead

Employment Law

Autumn 2018, James Whitehead

This seminar is designed to provide the student with an overview of the common law principles and 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; (4) wage and hour and employee leave statutes, including the Family and Medical Leave Act (FMLA); and (5) other employee protective statutes. 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.

Employment Law Clinic

Spring 2019, Randall Schmidt

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

Previously:

  • Autumn 2017, Randall Schmidt
  • Winter 2018, Randall Schmidt
  • Spring 2018, Randall Schmidt
  • Winter 2019, Randall Schmidt

Energy Law and Policy

Spring 2018, Mark N. Templeton

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

Energy Law Seminar

Autumn 2018, Shelby Scott Gaille

The Energy Law 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).

Enforcement Risk in Cross-Border Transactions

Spring 2019, Asheesh Goel

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 LBOs, real estate, credit, and other alternative investment vehicles) impact international risk mitigation strategies, and how to structure deals based on the varying risks presented. A major paper of 20-25 pages is required for this class. Class participation may also be considered in final grading.

Entrepreneurship and the Law

Autumn 2018, Elizabeth Kregor and Amy Hermalik

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, a written assignment, and a research paper.

Previously:

  • Autumn 2017, Salen Churi, Elizabeth Kregor, and Amy Hermalik

Environmental Law

Autumn 2018, Mark N. Templeton

This course introduces students to the laws, policies and theories related to environmental protection in the United States. No environmental, engineering or science background is required, and it is not necessary to take Administrative Law before or during enrollment in this course. The course reviews different, and often competing, objectives related to the environment: development and use of natural resources, preservation of nature, protection of human health, economic efficiency, and distributional equity. The course explores in depth how the common law and the major federal environmental statues (e.g. the Clean Air Act, the Clean Water Act, etc.) address these objectives. The student's grade is based primarily on a final examination.

Previously:

  • Autumn 2017, Karen M. Bradshaw

Ethics for Transactional Lawyers

Winter 2019, Joan E. Neal

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 (in light of the fact that the Model Rules are largely litigation focused), the intersection of personal morality and rules-based ethics, individual and organizational practice pressures that can cause lawyers to violate ethics norms, and select ethics issues faced by transactional laywers 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). Students who have already fulfilled the Professional Responsibility requirement may not take this class.

Fair Housing

Winter 2018, Lee Fennell

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

Feminist Economics and Public Policy

Spring 2019, Diana Strassmann

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

Financial Regulation Law

Spring 2019, Richard A. Epstein

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

Food and Drug Law and Policy

Spring 2019, Jack Bierig

This course explores legal and policy issues in the federal regulation of foods, drugs, medical devices, and other products coming within the jurisdiction of the FDA. It will examine substantive standards applicable to these products and procedural issues in the enforcement of these standards. It will also address the tension between state and federal regulation in this area, constitutional constraints on such regulation, the conflict between state tort law and federal regulation, and a variety of other issues relating to the development and marketing of regulated products. The student's grade is based on class participation and an in-class final examination or major paper of 20-25 pages.

Previously:

  • Spring 2018, Jack Bierig

Food Law

Spring 2019, Omri Ben-Shahar

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 of 20-25 pages and make a presentation in class.

Greenberg Seminar: The Law and Economics of Craft Beer

Spring 2019, Daniel Hemel and Adam Chilton

In the early 1980s, the United States was home to fewer than 100 breweries. Today, there are more than 6,000. This spread of small "craft" breweries has happened at a time when most other industries have been characterized by greater concentration. This seminar will explore the history of craft brewing as well as the legal and economic issues facing the industry today. Topics covered will include: Prohibition and its aftermath; the three-tier system of alcohol distribution; the 1978 excise tax exemption for home brewing and the craft beverage provisions in the December 2017 federal tax law; trademark issues in the craft beer industry; and ongoing conflicts regarding state regulation of brewpubs. The seminar also will compare U.S. and foreign laws regarding beer and will consider implications of international trade law for the beer industry.

Previously:

  • Autumn 2018, Daniel Hemel and Adam Chilton
  • Winter 2019, Daniel Hemel and Adam Chilton

Greenberg Seminar: Unions in the American Political System

Spring 2018, Nicholas Stephanopoulos and Genevieve Lakier

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

Previously:

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

History of the Law of Corporate Reorganizations

Winter 2019, Douglas Baird

This seminar reviews the development of the law of corporate reorganizations, beginning with 18th century insolvency and bankruptcy laws before turning to 19th century compositions and receiverships, followed by a study of the passage of the 1898 Bankrutpcy Act, the Chandler Act, and then the 1978 Bankruptcy Reform Act. Each session will focus on discrete issues in reorganization law. Students will both make oral presentations and write reaction papers totaling 20-25 pages. Class participation may also be considered in final grading.

Institute for Justice Clinic on Entrepreneurship

Spring 2019, Elizabeth Kregor and Amy Hermalik

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

Previously:

  • Autumn 2017, Elizabeth Kregor and Amy Hermalik
  • Winter 2018, Elizabeth Kregor and Amy Hermalik
  • Spring 2018, Elizabeth Kregor and Amy Hermalik
  • Autumn 2018, Elizabeth Kregor and Amy Hermalik
  • Winter 2019, Elizabeth Kregor and Amy Hermalik

Intellectual Property-based Finance and Investment

Autumn 2017, Michael Friedman

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

International Arbitration

Autumn 2018, Javier Rubinstein

This seminar provides a basic foundation in the law and mechanics of international commercial arbitration and international investment arbitration. It will give students an understanding of the substantive and strategic issues that frequently confront international arbitration practitioners. The Seminar covers, among other things, the crafting of international arbitration agreements, the relative advantages and disadvantages of ad hoc UNCITRAL-Rules arbitration and institutional arbitration (e.g., ICC, LCIA, CAS, ICSID). The seminar also addresses the rules of procedure that commonly govern international arbitration, including procedural issues that commonly arise in international arbitration, including the availability and extent of discovery, pre-hearing procedure, the presentation of evidence, and the enforcement of international arbitral awards. The Seminar also will cover the fundamentals of international investment arbitration, including the jurisdictional issues that commonly arise in investor-state arbitration and the types of treaty claims that are commonly asserted under international law. While there will be a fair amount of traditional lecture, the format of the Seminar will depend heavily upon active student participation, 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 2017, Javier Rubinstein

International Business Transactions

Spring 2019, Alan D'Ambrosio

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

International Law of Sovereign Debt Crises

Winter 2019, James Foorman

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

International Trade Law

Spring 2019, Adam Chilton

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

Previously:

  • Spring 2018, Adam Chilton

Labor History and the Law

Spring 2018, Laura Weinrib

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

Labor Law

Winter 2019, Laura Weinrib

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

Law and Economic Development

Spring 2019, Anup Malani

Why do some nations perform better than others, whether measured by income, happiness, health, environmental quality, educational quality, freedom, etc.?  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 welfare.  We will consider the role of geography (e.g., location in tropical areas) and technological development (e.g., the impact of plow agriculture) on welfare.  We will spend a substantial amount of time on the role of institutions, broadly defined, on development.  We will explore the value of state capacity, democracy, and the common law.   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.  Time permitting, we will also consider consider optimal, second-best rules for countries with weak state capacity and limited rule of law.Students will be required to complete a review and critical analysis of the literature on a specific topic in development (20-25 pages).  The topic must be approved by the professor.

Previously:

  • Spring 2018, Thomas Ginsburg and Anup Malani

The Law and Psychology of Consumer Contracts

Spring 2019, Meirav Furth-Matzkin

We are all consumers, and we all sign or click through standardized form agreements, typically without reading, understanding, or negotiating their terms. This seminar will survey the law governing consumer transactions from a variety of empirical and theoretical perspectives, drawing largely on recent work in behavioral economics, psychology, and public policy.  Throughout the seminar we will explore a series of related questions: Do the rules and formal doctrines adequately protect unsophisticated parties or are consumers being failed by contract law? If consumers are being taken advantage of, is there anything the law can do to curb unfair or abusive market behavior? How do consumers perceive the contracts they sign and the rules governing their transactions, and how do the contract and the law affect sellers' and consumers' behavior? This seminar has three main goals: (1) to introduce students to the fascinating world of consumer protection and regulation and to the challenges that these contracts present to traditional contract law theories and doctrines; (2) to expose students to the important role of psychological and behavioral insights in legal scholarship and practice; and (3) to give students a taste of empirical research methods, including experiments and observational studies. A series of reaction papers is required.

Law and the Economics of Natural Resources Markets

Spring 2019, Richard Sandor

Market-based mechanisms such as emissions trading are becoming widely accepted as cost-effective methods for addressing environmental concerns, especially as societies move towards a carbon-constrained future. In the last decade, we have witnessed the expansion of environmental finance to new products - carbon dioxide spot and futures contracts, sulfur dioxide futures and over-the-counter water contracts - that are now fully integrated financial instruments for hedging and speculation. These mechanisms also have potential benefits to address issues in other pressing matters such as water quality, fisheries and biodiversity protection. Non-law students must apply by emailing Curtrice Scott, Esq., Director, Coase-Sandor Institute at curtrice@uchicago.edu. A series of research papers is required totaling 20-25 pages. Class participation may also be considered in final grading.

Legal Elements of Accounting

Winter 2019, John R. Sylla

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

Previously:

  • Winter 2018, John R. Sylla

Mergers and Acquisitions

Winter 2019, Scott Davis

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

Previously:

  • Autumn 2017, Scott Davis
  • Winter 2018, Scott Davis
  • Autumn 2018, Scott Davis

Negotiating Merger and Acquisition Agreements

Spring 2019, Scott Davis

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

Previously:

  • Spring 2018, Scott Davis

Network Industries

Spring 2019, Randal C. Picker

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 but the course is likely to change a fair amount with more of an effort to target modern platform industries.

Partnership Taxation

Spring 2019, Richard M. Lipton

A review of the principals of partnership taxation, with an emphasis on the tax consequences of the formation, operation and dissolution of partnerships. Matters discussed include the treatment of leverage, capital accounts, disguised sales, mixing bowls, anti-abuse rules and other aspects of partnership taxation. Prerequisite: Introductory Income Tax. This class meets at 300 E. Randolph - Baker and McKenzie.

Patent Law

Spring 2019, Jonathan Masur

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

Previously:

  • Spring 2018, Jonathan Masur

Platform Competition

Autumn 2018, Austan D. Goolsbee

This class will analyze strategy and economics of platform industries-businesses that connect buyers, sellers and third-party providers. A great deal of the digital economy takes place this way from app stores, online advertising, social media and social networks, online software companies, media, news and entertainment companies and many others.This course will be a predominantly case based examination of many different varieties of such businesses and the ways they compete. It will present frameworks to identify platform industries and understand the dynamics of those industries over time such as whether they will be concentrated or have many successful companies. It will explore the use and viability of various platform business models: user subscription fees, advertising, 'freemium' pricing, charging developers and so on. It will also explore the different strategies for newly entering platforms challenging and incumbent and for established players trying to prevent competitors from rising. The course will be graded on class participation, case write-ups and a final project on platform strategy presented in class 6 (teams up to 4 encouraged). Students who enroll are expected to have some knowledge of microeconomics.

Price Theory I

Autumn 2018, Antonio Gabriel, Agustin Gutierrez, Rafael Duran, and Francisco Mena

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 2017, Kevin Murphy, Maxwell Kellogg, Jian Li, Mikayel Sukiasyan, and Mary Stofcik

Private Equity Transactions: Issues and Documentation

Winter 2019, Mark A. Fennell and Stephen L. Ritchie

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

Previously:

  • Winter 2018, Mark A. Fennell and Stephen L. Ritchie

Professional Responsibility: Representing Business Organizations

Winter 2019, Daniel Feeney

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

Project and Infrastructure Development and Finance

Autumn 2018, Martin D. Jacobson

This seminar is focused on the development and project financing of infrastructure facilities. These transactions feature a wide variety of commercial agreements and financial instruments, legal and financial structuring, and a significant role for lawyers. Public private partnership structures will be examined. Representative transactions, principally in the energy, transportation and public infrastructure sectors, will be selected for analysis and discussion. Infrastructure projects such as these provide a convenient vehicle for discussion of contractual provisions, structuring parameters, financial analysis, and legal practice issues common to a broad range of business and financial transactions. The classes will be discussion oriented; grades will be based on 3-4 short papers, an analytical paper of 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 25 students. Recommended but not required: Corporations or the equivalent.

Previously:

  • Autumn 2017, Martin D. Jacobson

Property and Land Use: Comparative and Theoretical Perspectives

Spring 2019, Daphna Lewisohn-Zamir

The right to private property is a fundamental right, necessary for the safeguarding of personal freedom and autonomy, and for human flourishing. Land is one of the most important assets that an individual may own, both economically and personally. In the course, we will discuss several issues involving property rights and land use - such as the good faith purchase doctrine, the numerus clausus principle, land-use deregulation, takings compensation, buildings' conservation, encroachments, dead hand control, property exempted in bankruptcy proceedings, landlord and tenant law, and rent-control - from analytical, theoretical, and comparative perspectives. The theoretical analysis will include, among other things, subjective and objective theories of welfare, economic analysis of law, game theory, the personhood theory, libertarianism, behavioral law and economics, and theories of distributive justice. The comparative analysis will include common law legal systems (such as the United States and England), civil law systems (such as Germany) and mixed legal systems (such as Israel). The course will introduce the students to the relevant theories in philosophy, economics, and psychology. No prior knowledge is necessary. All comparative reading materials will be in English.Pre-requisites: Property; Contracts

Real Estate Transactions

Winter 2019, Andrew D. Small

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

Previously:

  • Winter 2018, Andrew D. Small

Restructuring in Bankruptcy: Strategy and Tactics

Winter 2019, Chad J. Husnick

This experiential seminar focuses on strategy and tactics in restructuring financially stressed and distressed companies. We will use a series of case studies to illustrate the dynamics of advising boards of directors regarding fiduciary duties, stakeholder negotiations, and complex legal issues facing troubled companies.  The seminar will culminate with students preparing and presenting to a mock board of directors of a financially distressed company and drafting a related pleading.  Grades will be based 50% on the mock board presentation, 25% on class participation, and 25% on 10-15 page reply brief on a litigation topic discussed in the litigation session.

Retail Law and Transactions

Spring 2019, David Zarfes

This seminar addresses the principal legal issues and commercial challenges facing the retail sector. Particular attention will be paid to relations with vendors and other third-party business associates, and customers, the effect of the evolving economy on these relations, and the challenges and opportunities brought about by globalization, technology, social media, and e-commerce. Students will develop an understanding of key corporate, IP, contracting, sourcing, regulatory and other legal issues and practice pitfalls. The instructors will emphasize the practical interplay and tension between commercial realities and legal requirements, and strive to demonstrate the increasing professional burdens and responsibilities to which "in-house" counsel are subject. At times, the instructors will use a case-study format to emphasize identification and resolution of key issues and risks experienced by retailers, as well as to highlight examples of retailers both thriving and struggling to adapt to change. The instructors also will use actual contracts, retailer policies and practices, litigation materials and internal-investigation documents. The class will participate in multiple role-playing scenarios, including contract negotiations and a crisis management reenactment. Final grade will be based on: substantial out of classroom work, group projects. The faculty will allow students to earn 3 credits with additional writing.

Previously:

  • Spring 2018, David Zarfes

The Role and Practice of the State Attorney General

Spring 2019, Michael Scodro and Lisa Madigan

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 of 20-25 pages.

Secured Transactions

Autumn 2018, Randal C. Picker

This course deals with the many legal issues that come into play when there are collateralized loans for which the collateral is personal property. Students focus on Article 9 of the Uniform Commercial Code, the Bankruptcy Code, and other related laws. This form of lending is central to our economy, and the applicable legal doctrines are ones that every corporate and commercial lawyer should firmly grasp. The course is a useful, though not absolutely essential, preparation for Bankruptcy and Reorganization: The Federal Bankruptcy Code (LAWS 43234). The student's grade is based on a proctored final examination. The current syllabus for the course is located at http://picker.uchicago.edu/sectrans/STSyllOnline.htm

Previously:

  • Autumn 2017, Randal C. Picker
  • Winter 2018, Erin M. Casey

Securities Litigation and Enforcement

Autumn 2017, Andrew Verstein

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

Securities Regulation

Spring 2019, M. Todd Henderson

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

Previously:

  • Autumn 2017, William A. Birdthistle
  • Winter 2018, M. Todd Henderson
  • Autumn 2018, William A. Birdthistle

Strategic Considerations in Securities and Corporate Governance Litigation

Spring 2019, Steven B. Feirson and Joni S. Jacobsen

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

Previously:

  • Spring 2018, Steven B. Feirson and Joni S. Jacobsen

Strategies and Processes of Negotiations

Winter 2019, George Wu

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

Previously:

  • Winter 2018, George Wu

Structuring Financial Instruments

Spring 2019, Jason Sussman

This seminar introduces tax, legal, accounting and economic principles relevant to the structuring of complex financial instruments-from forwards, swaps and options to convertible bonds and other securities with embedded derivatives. Throughout the seminar, different products designed to achieve similar economic goals will be examined to highlight the significance of structuring choices and the range of techniques available. For example, there are various products that can be used to approximate the economics of buying an asset, without an actual purchase of that asset. The seminar will examine how these products are treated differently for tax, securities law, commodities law, bankruptcy, accounting and other purposes, notwithstanding their economic similarity. Students will develop the ability to optimize transactions by selecting among existing financial instruments or inventing new ones. The seminar will also include discussion of policy issues. No specific prerequisites, but introductory income tax recommended, and knowledge of securities law and bankruptcy law helpful. The seminar will be assessed via a) a series of reaction papers (2 credits) or b) via a full-length research paper of 20-25 pages (3 credits). Class participation and attendance will be considered in the final grading.

Previously:

  • Spring 2018, Jason Sussman

Structuring Venture Capital, Private Equity, and Entrepreneurial Transactions

Spring 2019, Jack S. Levin and Donald Rocap

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 corps and flow-through single-tax S corps, partnerships, or LLCs 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, state & federal fraudulent conveyance law, & other legal doctrines, as well as accounting rules (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 adequate 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 2018, Jack S. Levin and Donald Rocap

Taxation of Corporations I

Technology Policy

Winter 2019, Randal C. Picker

This seminar will look at a mixture of old and new materials on technology and the law, with a special focus on the intersection of antitrust and intellectual property. The Winter 2018 syllabus can be viewed at  http://picker.uchicago.edu/seminar/Syllabus.htm.

Previously:

  • Winter 2018, Randal C. Picker

Telecommunications and Internet Law

Autumn 2017, Joan E. Neal

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

Topics in State and Local Finance

Winter 2019, Julie Roin

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.Students are required to write four 3-5 page papers over the course of the quarter. The papers should be based on the assigned readings, rather than independent research.

Previously:

  • Winter 2018, Julie Roin

Trade Secrets and Restrictive Covenant Litigation

Winter 2019, Brian D. Sieve and Michael B. Slade

This interactive course will explore legal principles applicable to trade secret and  restrictive covenant litigation.  Students will review recent cases and articles addressing cutting edge legal issues, and then will argue motions pertinent to those issues.  Students will be expected to argue at least two motions (which may include motions to dismiss, motions to compel discovery, preliminary injunction, summary judgment, or other motions), and to serve as the judge during at least one argument conducted by other students in the class.  Among other things, the class will cover the federal Defend Trade Secrets Act, the Uniform Trade Secrets Act, and non-competition and non-solicitation law in several states.  The goal is to help students understand how to present and litigate trade secret and restrictive covenant cases.  The students will also be expected to write two short papers on trade secret or non-competition issues.

Trademarks and Unfair Competition

Winter 2019, Omri Ben-Shahar

The course covers federal and state doctrines governing trademarks and rules designed to protect against consumer confusion and appropriation of commercial goodwill. In addition to the technical requirements for trademark eligibility, registration, and infringement, the course covers the constitutional and economic underpinnings of trademark protection, evaluate current shifts toward the "propertization" of trademark law, First Amendment defenses, and the role of the right of publicity. Grades are based on a final take home examination and class participation.

Previously:

  • Winter 2018, Omri Ben-Shahar

U.S. Taxation of International Transactions

Winter 2019, Julie Roin

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

Previously:

  • Winter 2018, Julie Roin

Wine Law

Winter 2018, Thomas Ginsburg

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

Work Law in the New Economy

Spring 2018, Hiba Hafiz

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

World Bank Practicum

Spring 2019, Thomas Ginsburg

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

Previously:

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