Commercial, Business, and Labor Law Courses
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 2018-19 and 2019-20 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 2020, 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). Legal Elements of Accounting (LAWS 43247) 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.email@example.com.
- Spring 2018, Philip G. Berger
- Spring 2019, Philip G. Berger
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 2020, 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.
- Spring 2019, Dennis W. Carlton
Advanced Issues in Delaware Corporate Law
Spring 2020, 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 an take-home examination.
- Spring 2018, William B. Chandler
Advanced Topics in Antitrust
Winter 2020, Eric Andrew Posner
This seminar will discuss recent controversies in antitrust law, including tech platforms, common ownership, labor monopsony, and the recent debate over the goals of antitrust law. Readings will be a mix of cases and academic work. A series of reaction papers is required to earn 2 credits. Students who wish to earn 3 credits will be required to write a research paper. Participation may be considered in final grading.
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 research papers (20-25 pages) and class participation.
- Spring 2018, Douglas Baird and Christopher S. Sontchi
Advanced Trademarks and Unfair Competition
Winter 2020, 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.
- Winter 2019, Chad Doelinger
Antitrust and Intellectual Property
Spring 2020, Spencer Smith
This seminar will explore various issues at the intersection of antitrust and intellectual property. Whereas antitrust aims to protect competition, intellectual property aims to reward invention by conferring rights to exclude. Since passage of the Sherman Act, United States antitrust law has varied in its treatment of intellectual property. It has been at times hospitable and at other times inhospitable. Drawing the appropriate line between unreasonable restraints of trade and legitimate exercises of intellectual property rights is a difficult task. But it is essential for technological progress and economic growth.
Readings will consist of cases and scholarship. Topics will range from early disagreements over the relationship between antitrust and intellectual property to modern disputes, such as those involving generic drugs and the Federal Trade Commission's case against Qualcomm. Students will participate in class discussion and write short response papers.
Winter 2020, 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
- Winter 2018, Randal C. Picker
Applied Entrepreneurship: Tackling Legal Problems with Business Solutions
Winter 2020, M. Todd Henderson, Thomas William Gossin-Wilson
Professor Henderson (Law School) and Professor Gossin (Polsky Center) will provide students with a systematic approach to entrepreneurship, and then help lead teams of students through the process of generating ideas, turning ideas into businesses, testing business concepts with customers, prototyping businesses, and pitching business ideas to investors. The students will take their ideas out into the market with the goal of building real businesses. The focus will be on addressing legal, regulatory, or public policy problems with business solutions. Law students tend to think of legal solutions to these problems, policy students tend to think of policy solutions to these problems, while business students apply entrepreneurial solutions solely to business problems. The goal of the course is to marry legal and policy problems with business solutions by putting together teams from the Law School, Harris School, and Booth School. While students will be encouraged to identify legal, regulatory, or policy problems that need to be addressed, special emphasis will be given to those teams aiming to address problems facing underserved communities, whether this involves improving access to justice, reducing regulatory barriers that raise the costs of service, or the like. The course will meet nine times in the Fall to provide the core tools of entrepreneurship. During this time, students will also work with the professors and colleagues to identify potential business ideas. In the Winter, teams will be formed and begin to conceptualize their business model, including doing qualitative research and prototyping. There will be occasional meetings for teams to present their ideas to the group and for teams to be reconstituted to focus on the promising ideas. During this process, some ideas may drop out, and these teams be added to other teams. If there are viable business ideas developed, they can move forward with various VC challenges. Participation may be included in final grading.
Winter 2020, M. Todd Henderson, Thomas William Gossin-Wilson
Autumn 2019, 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.
- Autumn 2017, William M. Landes and Anthony Hirschel
- Autumn 2018, William M. Landes and Anthony Hirschel
Artificial Intelligence Technology, Law, and Policy
Autumn 2019, Colleen Chien
Artificial intelligence is transforming the way that companies and organizations engage, routine tasks are carried out, and humans relate to one another. Machine learning, natural language processing, machine vision, and related technologies are augmenting or replacing human intelligence in a number of domains, creating new legal and policy issues, challenges and opportunities.
Students that take this course are expected to gain fluency, working knowledge and the rudimentary skills of analysis that pertain to the technology, business, law and policy issues raised by artificial intelligence, robotics, and related technologies. Through reading assignments, case studies, and research exercises, students will leave the course with the ability to understand the business models and comparative advantages of various artificial intelligence firms and projects, to spot and analyze the legal, ethical and policy issues raised by them, and to problem-solve and understand how to apply existing and emerging frameworks to the challenges associated with artificial intelligence. This is a short class meeting for four days: October 7,10,14, and 17.
Bankruptcy and Reorganization: The Federal Bankruptcy Code
Winter 2020, 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.
- Autumn 2017, Douglas Baird
- Autumn 2018, Douglas Baird
Behavioral Law and Economics
Spring 2020, 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 research papers totaling 20-25 pages.
- Spring 2018, Jonathan Masur
- Autumn 2018, Jonathan Masur
- Spring 2019, Jonathan Masur
- Autumn 2019, Jonathan Masur
Blockchain and Cryptocurrencies
Winter 2020, 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.
- Winter 2019, Anup Malani
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.
- Winter 2018, M. Todd Henderson and Eileen Kamerick
Spring 2020, 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.
- Autumn 2017, Julian Velasco
- Winter 2018, Anthony Casey
- Autumn 2018, Elisabeth de Fontenay
- Winter 2019, M. Todd Henderson
- Spring 2019, Saul Levmore
Winter 2020, 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.
- Winter 2018, Keith Crow and Anthony Sexton
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.
- Spring 2018, Scott Davis
Civil Rights Litigation
Autumn 2019, Darell Miller
This course focuses on section 1983 of the United States Code, a Reconstruction-era statute that enables private parties to sue any other person who "under color" of law deprives them of the "rights, privileges, or immunities secured by the Constitution and laws" of the United States. Class participants will become familiar with the theoretical, procedural, and practical aspects of civil rights litigation, including constitutional and statutory claims, defenses and immunities, and available remedies, including attorney fees. Related U.S. Code provisions concerning discrimination in housing, contractual relations, employment, and voting are examined where relevant. Evaluation will be by exam, written exercise, and class participation.There will be a 3 hour in-class exam.
The Colossus Conundrum
Autumn 2019, Carol Darell Miller
We will consider the many issues created by the rise of a handful of colossal and important firms -- Google, Facebook/Instagram, Apple, Amazon and Microsoft (and perhaps a few others). Are some (or all) of these firms "monopolists" as that term is used in Antitrust? If so, what follows? Since I planned to teach this seminar, almost a year ago, governments world wide (including the US antitrust enforcement agencies and various states) have begun to review these firms and their practices. Many antitrust agencies have now opened formal investigations. There is a growing public outcry for the break up these firms or, alternatively and additionally, for regulating their practices and permitted activities. For the first time in a generation there is public interest in direct regulation.
Are these firms monopolists? Are they a new type of monopoly that calls forth a new form of antitrust thinking? Is divesture the solution? Are activity restrictions needed? Do they require direct regulation by government in the way firms once were pervasively regulated in the last century? How does the history of regulation of telephony in the US for example leading to the divesture of AT&T in the 1980s inform this debate? The seminar will provide a framework for considering these matters. The questions are complex and changing rapidly. Our goal is to begin to think about problems that will be at the forefront of legal and regulatory attention for many years to come.
Antitrust is a recommended prerequisite, but not required. Grades will be based on substantial written work (20-25 pages).
Comparative and European Corporate Law
Autumn 2019, Horst Eidenmueller
The globalization of commerce underscores the importance of European corporate law, especially for multinational enterprises. This course covers the fundamentals of European corporate law in an international and comparative perspective. It aims at providing an introduction to the most important corporate law issues and problems encountered by firms that do business in the European Union (EU). At the same time, the course seeks to introduce students to the complex interplay between EU rules and those of the 28 Member States. Frequent comparisons will be drawn to the relationship between state and federal law in the United States. The course adopts a life-cycle approach to corporations, i.e. it tracks the European rules on company formation, going public and restructuring/insolvency in a comparative perspective.
The course is divided into five parts. The first part introduces the institutional framework of EU business law. This part will focus on the law-making process in the EU, the principles of subsidiarity and proportionality and on the four freedoms that are fundamental to the common market. The second part covers key corporate law issues such as company formation and corporate governance, creditor protection and financial reporting, structural changes (including cross-border mobility and regulatory competition between the Member States), and European Corporate Entities (especially the Societas Europaea). The third part on capital markets covers control transactions and golden shares, the governance of primary and secondary financial markets and (briefly) banking. The fourth part on bankruptcy deals with key elements of the European bankruptcy framework, namely, the European Insolvency Regulation and the European Restructuring Directive. An important theme here will be forum shopping and regulatory competition. Finally, the fifth part addresses two key challenges for the further development of the European law governing business organizations: the departure of the United Kingdom from the EU ('Brexit') and technological advances, in particular associated with 'Artificial Intelligence'.
The primary focus of the course will be on the existing legal framework. However, policy issues will also be discussed were appropriate (proportion of law to policy approximately two to one). The European legal framework will be compared frequently to other jurisdictions. Within Europe, the focus will be on the UK, France, and Germany. Comparisons will also be drawn to the legal position and the policy debates in the US. Students planning to register for the course should have a basic prior knowledge of corporate law. This is a short class meeting from Friday, October 25 through Friday, December 6. Class will not meet on Friday, November 8. A make-up class is scheduled for Thursday, November 14 from 6:10pm-7:55pm.
Autumn 2019, Eric Budish
We will apply tools from microeconomics and game theory to the analysis of strategic decision making by firms. Specific topics covered include the sources of industry and firm profitability, value creation and value capture, strategic positioning, sustainable competitive advantage, the boundaries of the firm, incomplete contracts, horizontal and vertical integration, strategic commitment, strategic cooperation, dynamic pricing, entry and exit, network effects, and platform markets. My goal in the class is to get students to think like an economist about firm strategy.
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.
- Spring 2018, Barry L. Zubrow
Compliance and Regulatory Strategy
Spring 2020, Charles V. Senatore
Companies and individuals face potentially draconian global regulatory exposure based upon increasingly strict expectations that companies have state of the art governance, risk and compliance programs. For companies, these sanctions can at best result in plummeting share prices, and at worst the shutting down of an enterprise. For individuals, they can result in incarceration, fines, penalties and removal from the business. Plus, the emergence of new technologies creates further compliance challenges. By placing students in the context of a corporate executive, board member or counsel, students will learn the fundamental principles and tools to prepare them to both design compliance programs and engage with regulators to mitigate these risks. While many of these principles apply to all industries, we will explore these issues primarily through the lens of the financial services sector, which includes banks, brokerage firms, investment companies and investment advisers. Students will also learn the fundamentals of regulatory regimes overseeing these businesses, as well as strategies for successfully engaging the regulators. We will explore how the design and execution of these programs can avoid or limit potential liabilities from regulatory and criminal authorities, as well as how a firm can enhance its brand, meet the expectations of its board of directors and create value for its shareholders. The grade is based on a series of short reaction papers, attendance and class participation. While courses which contain elements of securities or financial services regulation would be helpful, they are not required. However, the course should be limited to students who have completed their first year, whether in the Law School, the Booth School of Business or other graduate level programs at the university. This class requires a series of reaction papers. Participation may be considered in final grading.
- Spring 2018, Charles V. Senatore
Contract Drafting and Review
Spring 2020, 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.
- 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
- Spring 2019, Joan E. Neal
- Autumn 2019, Joan E. Neal
- Winter 2020, Joan E. Neal
Contract Law for LLM Students
Spring 2020, 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.
- Spring 2018, Lisa Bernstein
- Spring 2019, Lisa Bernstein
Autumn 2019, Randal Cluny Picker
This course explores the major areas of copyright law, with special emphasis on how modern technology might challenge traditional copyright principles. Topics include copyright duration, subject matter, and ownership; the rights and limitations of copyright holders, including the fair use doctrine; remedies for copyright infringement; and federal preemption of state law. The student's grade is based on a final examination.
- Winter 2018, Saul Levmore
- Autumn 2018, Saul Levmore
Corporate and Entrepreneurial Finance
Spring 2020, 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 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 take-home examination will count for 50% of the final grade. The final examination will be an individual take home case analysis. Students should have an understanding of financial statements. I.e., students should be able to read an income statement, cash flow statement and balance sheet.
- Spring 2018, Steven Neil Kaplan
- Spring 2019, Steven Neil Kaplan
Corporate Compliance and Business Integration
Autumn 2019, 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.
- Autumn 2018, Forrest Deegan
Corporate Criminal Prosecutions and Investigations
Winter 2020, 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.
- Winter 2018, Andrew S. Boutros
- Winter 2019, Andrew S. Boutros
Spring 2020, 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.
- Winter 2018, Dhammika Dharmapala
- Autumn 2018, Dhammika Dharmapala
Autumn 2019, 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.
- Autumn 2017, Thomas A. Cole
- Autumn 2018, Thomas A. Cole
Corporate Governance in Emerging Markets
Winter 2020, 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.
- Spring 2018, Dhammika Dharmapala
- Winter 2019, Dhammika Dharmapala
Corporate Law and Dual-Purpose Organizations
Spring 2020, Emilie Aguirre
Organizations pursuing multiple objectives-including social, financial, and environmental goals-are on the rise, particularly in the healthy food and health sectors. However, managing the inherent tensions among these objectives poses a serious challenge. In light of this trend, this course takes an interdisciplinary approach to re-examining the theory of the firm from both a legal and a management perspective. It asks whether and how law-especially corporate law and contract law-can accommodate "purpose." Drawing from the legal and management literatures, including sociology, organizational theory, and economics, it explores the distinctions between how law treats these topics and how business treats these topics. The course uses the healthy food and health sectors to examine these questions. For example, how can a purpose-driven healthy food company retain its purpose and profit objectives after it is acquired by a non-purpose-driven company? How do for-profit hospitals differ from non-profit hospitals-and how should they? The course breaks down our assumptions about what firms are in order to better understand how they are currently treated and how they should be going forward. This class requires a series of reaction papers. Participation may be considered in final grading.
Cross-Border Transactions: Law, Strategy & Negotiations
Autumn 2019, 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 negotiation strategies and key terms in commercial contracts. Next we will review how these transactions vary globally. Lastly, the course will also discuss the increasingly important issue of bribery, focusing primarily on the Foreign Corrupt Practices Act and the UK Bribery Act. We will then put all this together to discuss multi-jurisdictional transactions and how to best negotiate cross-border legal, procedural and cultural differences. Final grade will be based on: Substantial out of classroom work, a short paper, an in-class negotiation and class participation. This is a short class that will meet from Monday, November 11 through Thursday, November 14.
- Autumn 2017, Tarek Sultani
Cross-Border Transactions: Lending
Winter 2020, 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.
- Winter 2019, Richard M. Kohn
Derivatives in the Post-Crisis Marketplace
Autumn 2019, Jaime A. Madell
In this seminar, we will explore the vital role that derivatives such as futures, forwards, options and swaps play in the financial system and the impact that post-crisis reforms have had on the derivatives marketplace. We will begin with a brief history of derivatives, an introduction to the core building blocks of the product and an overview of the agencies, regulations and statutes governing derivatives use, including the Bankruptcy Code and similar restructuring and resolution laws. We will then explore the role that derivatives played in the financial crisis and discuss the regulatory architecture put in place to mitigate the perceived risks of derivatives both in the U.S. under the 2010 Dodd-Frank Wall Street Reform and Consumer Protection Act and abroad under various regimes. In order to understand some of the law's grey areas, we will also discuss pivotal case law, including Metavante and Lomas. Turning to the future, we will evaluate changes in the current marketplace, explore trends in derivatives use and delve into new trading architectures such as central clearing and blockchain, with a particular focus on the regulatory challenges these technologies pose. We will conclude with an in-depth discussion of the credit default swap auction process by reference to case studies such as Codere, Hovnanian, iHeart and Windstream. Grades will be based on a 20-25 page paper on a topic of the student's choice as well as class participation.
Employee Benefits Law
Autumn 2019, Charles B. Wolf and Philip Luther Mowery
This seminar will provide an introduction to the Employee Retirement Income Security Act (ERISA) and other federal statutes regulating employee benefit plans in the private sector. The course will cover many types of plans, including defined benefit pension plans, individual account retirement plans (such as 401(k) plans), medical plans, other welfare benefit plans and executive compensation programs. It will provide a basic understanding of fiduciary standards governing plan administration and the investment of plan assets; minimum standards for benefits and funding; benefit claim dispute resolution procedures and standards of judicial review; federal preemption of state laws; and key issues which arise in ERISA litigation. The course is intended for students interested in a broader labor and employment practice; a mergers and acquisitions or general corporate practice; or a civil litigation practice. Although our primary mission will be to prepare students for the practice of law, we also will explore whether the law governing employee benefit plans is operating effectively and in accordance with its stated purposes. Students will be graded on class participation and on short reaction and/or research papers. There are no prerequisites required for this seminar.
- Autumn 2017, Charles B. Wolf
- Autumn 2018, Charles B. Wolf
Employment Discrimination Law
Autumn 2019, Suja A. Thomas
This course examines the federal laws pertaining to employment discrimination based upon race, color, religion, sex, national origin, alienage, age, and disability. The course focuses primarily on Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866, the Age Discrimination in Employment Act, and the Civil Rights Act of 1991. There is limited coverage of the Americans with Disabilities Act. Careful consideration is given to the burdens of proof applicable to employment discrimination suits based upon both individual claims of discriminatory treatment and claims of disparate impact upon protected groups.
- Autumn 2017, James Whitehead
- Winter 2019, James Whitehead
Autumn 2019, 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.
- Autumn 2018, James Whitehead
Employment Law Clinic
Spring 2020, 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.
- Autumn 2017, Randall Schmidt
- Winter 2018, Randall Schmidt
- Spring 2018, Randall Schmidt
- Winter 2019, Randall Schmidt
- Spring 2019, Randall Schmidt
- Autumn 2019, Randall Schmidt
- Winter 2020, Randall Schmidt
Energy Law and Policy
Winter 2020, 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.
- Spring 2018, Mark N. Templeton
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 2020, Asheesh Goel, Kim Nemirow, and Nicholas Niles
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.
- Spring 2019, Asheesh Goel
Entrepreneurship and the Law
Winter 2020, 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, short written assignments, and a research paper.
- Autumn 2017, Salen Churi, Elizabeth Kregor, and Amy Hermalik
- Autumn 2018, Elizabeth Kregor and Amy Hermalik
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.
- Autumn 2017, Karen M. Bradshaw
Ethics for Transactional Lawyers
Winter 2020, 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, the intersection of personal morality and rules-based ethics, individual and organizational practice pressures that can cause lawyers to violate ethics norms, how to weigh competing ethical obligations, and select ethics issues faced by transactional 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). (Please note that this paper cannot fulfill the SRP or WP requirement.)
- Winter 2019, Joan E. Neal
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.
Food and Drug Law and Policy
Spring 2020, Jack R. Bierig
This course explores legal and policy issues in the federal regulation of foods, drugs, medical devices, and other products coming within the jurisdiction of the FDA. It will examine substantive standards applicable to these products and procedural issues in the enforcement of these standards. It will also address the tension between state and federal regulation in this area, constitutional constraints on such regulation, the conflict between state tort law and federal regulation, and a variety of other issues relating to the development and marketing of regulated products. The student's grade is based on class participation and a final in-class examination or major paper.
- Spring 2018, Jack R. Bierig
- Spring 2019, Jack R. Bierig
Spring 2020, Omri Ben-Shahar and Emily Aguirre
This seminar will examine issues relating to food law and food policy. Topic covered will include: food safety, food labeling, genetically modified agriculture, corn policy, regulation of food quality, factory farming, restaurant regulations, and more. Students will have to write an SRP paper and make a presentation in class.
- Spring 2019, Omri Ben-Shahar
Greenberg Seminar: Legal Issues in Game of Thrones
Spring 2020, Joan E. Neal and David A. Weisbach
This Greenberg seminar considers legal issues raised in the Game of Thrones TV series. Among other issues, we will consider the implicit criminal law, contract law, and constitutional law (e.g., the rules of succession) in the Game of Thrones, as well as how norms substitute for law when central legal enforcement is unavailable. We will also consider the role of counselors (akin in some sense to lawyers) in the Game of Thrones society. Students should have watched the complete series before the first class session.
- Autumn 2019, Joan E. Neal and David A. Weisbach
- Winter 2020, Joan E. Neal and David A. Weisbach
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.
- Autumn 2018, Daniel Hemel and Adam Chilton
- Winter 2019, Daniel Hemel and Adam Chilton
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.
Innovation Fund Associates Program Practicum
Spring 2020, Emily Ann Underwood
The Innovation Fund Associates ("IFA") program practicum is an avenue for law students who are accepted into the IFA program to receive course credit for their participation in lieu of the available stipend. Information regarding the IFA program can be found here: https://polsky.uchicago.edu/programs-events/innovation-fund-associates-…. Students receive 3 credits during each of the Spring and Autumn Quarters, and prepare brief response papers during each of those quarters reflecting on their experience. There is substantial training during the Winter Quarter but no credit is offered for this time. During the Spring and Autumn Quarters, in addition to the final presentation date and celebratory dinner that follows, students should plan on meeting (1) for two to three hours every other Friday at noon for status updates, (2) on three to four additional dates that will be communicated to accepted students during the preceding quarter for trainings on topics such as patent law, FDA regulatory processes and compliance, public speaking, and other subjects relevant to the funding candidates during that cycle, and (3) two to three times per week with their teams, fund leaders, funding candidates and industry experts as part of the diligence process. There is substantial individual work outside of these meetings. Students do all coursework at the Polsky Center with potential site visits to the offices of industry experts and target companies. The approximate time commitment for the program is an average of 15 hours per week, although that may vary. Students may either take the offered stipend or course credit in any given quarter, but not both, and must be accepted into the IFA program through its normal application procedures before they are eligible to participate in the practicum.
Institute for Justice Clinic on Entrepreneurship
Spring 2020, 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.
- 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
- Spring 2019, Elizabeth Kregor and Amy Hermalik
- Autumn 2019, Elizabeth Kregor and Amy Hermalik
- Winter 2020, Elizabeth Kregor and Amy Hermalik
Spring 2020, Omri Ben-Shahar
This course introduces students to insurance institutions and insurance law, with the ultimate goal of understanding the role of insurance in society. Liability, life, and property insurance will receive the most attention, but we will also discuss health and disability insurance. After taking this course, students will know how to read and analyze a standard form insurance contract, how to work with insurance regulatory materials, how to spot the insurance issues in a wide variety of legal and public policy contexts, and how to think about insurance related issues using conceptual tools from a variety of disciplines. Cross-cutting themes of interest include the effects of insurance on tort law and on litigation, the regulatory function of insurance contracts, and the ways in which various conceptions of justice are achieved through insurance mechanisms as well as insurance regulation. Participation may be considered in final grading.
Intellectual Property-based Finance and Investment
Autumn 2019, 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.
- Autumn 2017, Michael Friedman
Intensive Contract Drafting Workshop
Autumn 2019, Joan E. Neal and Emily Ann Underwood
This 3-credit intensive seminar will meet each weekday morning from 9:00am-11:00am from September 16 - September 27. There will be an additional optional library session on September 25 from 11-11:50. Students should plan to spend a substantial part of each afternoon doing written homework to be turned in, and a part of each evening doing reading and preparation for the next day's class. The seminar will serve as an introduction to contracting drafting and how such drafting differs from other types of legal writing. We will start with the basic "anatomy of a contract," discussing the meaning, use and effect of various provisions. The seminar will address not only legal drafting issues, but also how to understand a client's practical business needs in order to effectively use the contract as a planning and problem solving tool. Students will draft specific contract provisions and a complete contract, and will learn how to read, review and analyze contracts with an eye toward both legal and business risk issues. Many/most of the exercises simulate working with a fictional client. Grades will be based upon class participation and a series of substantial out-of-class daily drafting exercises.
Autumn 2019, Javier Rubinstein
This seminar provides a basic foundation in the law and mechanics of international commercial arbitration and international investment treaty arbitration. It will give students an understanding of the substantive and strategic issues that frequently confront international arbitration practitioners. The Seminar covers, among other things, the crafting of international arbitration agreements, the relative advantages and disadvantages of ad hoc UNCITRAL-Rules arbitration and institutional arbitration (e.g., ICC, LCIA, ICDR, ICSID). The seminar also addresses the rules of procedure that commonly govern international arbitration, including procedural issues that commonly arise in international arbitration, including the availability and extent of discovery, pre-hearing procedure, the presentation of evidence, and the enforcement of international arbitral awards. The Seminar also will cover the fundamentals of international investment arbitration, including the jurisdictional issues that commonly arise in investor-state arbitration and the types of treaty claims that are commonly asserted under international law. While there will be a fair amount of traditional lecture, the format of the Seminar will depend heavily upon active student participation, including a mock arbitration exercise. Students will be graded based upon the quality of their preparation for and participation in the Seminar, as well as the quality of a required 20-25 page paper. This Seminar will satisfy part of the lesser of the school's two writing requirements, if substantial research and written work is completed.
- Autumn 2017, Javier Rubinstein
- Autumn 2018, Javier Rubinstein
International Business Transactions
Spring 2020, 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.
- Spring 2019, Alan D'Ambrosio
International Investment Law
Autumn 2019, Thomas Ginsburg
Foreign investment is a central feature of the world economy, and plays an essential role in economic development. It involves a transaction in which an investor in one country (home state) sends capital to another (host state). But in many cases the transaction is subject to what is called in economics a dynamic inconsistency problem, in which the host state's incentives change once the investment is sunk, and it may want to renege on its promises to the investor. Furthermore, neither side is likely to want any disputes adjudicated in the courts of the other's country. The global investment regime has arisen to help resolve these problems. The regime includes bilateral investment treaties (known as BITs) as well as multilateral agreements that are embedded in broader treaty structures, such as the North American Free Trade Agreement (NAFTA) or the Energy Charter Treaty. This seminar will introduce students to the operation of the investment law regime, with an emphasis on the tensions between home and host states, the impact of the regime on development outcomes, and the relationship between law and arbitration. This class will have a final take-home exam or major paper option. Participation may be considered in final grading.
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 2020, Adam Chilton
This course focuses on the law governing international trade. It will specifically focus on the laws established by the World Trade Organization. This will include an in-depth analysis of the treaties, regulations, and case law that govern international trade. The course will both cover the basic principles governing trade law, as well as the trade laws governing intellectual property, environmental regulation, food safety, trade in services, and technical standards. The course will also examine the implication of the international trading regime for developing countries, and the political economy of trade negotiations. This class has a final take-home exam.
- Spring 2018, Adam Chilton
- Spring 2019, Adam Chilton
Winter 2020, William Anthony Birdthisle
This seminar examines the regulatory, economic, and political issues surrounding the use of pooled investment vehicles, particularly hedge funds, private equity funds, mutual funds, exchange-traded funds, and sovereign wealth funds. We will discuss the legal and business considerations that go into the formation of funds, paying close attention to the negotiations between investment advisers and the investors in their funds. Then we will examine the portfolio investment strategies of different investment funds, such as the use of leveraged buyouts, equity investments, and more sophisticated trading in derivatives. We will develop a familiarity with the Investment Advisers Act and the Investment Company Act, which are the key legal regulations governing these funds, as well as with the most current scholarly debates in this field. A final paper of 20-25 pages is required.
Kirkland & Ellis Corporate Lab Clinic
Spring 2020, David Jeffrey Zarfes, Sean Zachary Kramer, and Joshua Evan Avratin
The Kirkland & Ellis Lab provides students with a forum for working closely with legal and business teams at top-tier multinational companies, leading nonprofits, and entrepreneurial startups. The primary goal of the Lab is for students to learn practical legal skills, both substantively, in terms of the corporate "building blocks" necessary to understand complex transactions and agreements, and professionally, in terms of implementing such knowledge efficiently and meaningfully within the context of a wide array of careers as lawyers and business leaders. This class mirrors the real world work experience of both litigators and corporate lawyers: students will receive hands-on substantive and client-development experience and will be expected to manage and meet expectations and deadlines while exercising a high level of professionalism. Clients will include Abercrombie & Fitch, Accenture, Baxter Healthcare, Booth School of Business New Venture Challenge (Spring Quarter), GE Healthcare, Honeywell, IBM, John Deere, Microsoft, Nike, Northern Trust, Schreiber Foods, and Verizon Communications. Corporate Lab students also will have the opportunity, should they wish, to negotiate a simulated cross-border transaction opposite students of a leading foreign law school as part of the negotiation workshop component of the Corporate Lab (Autumn Quarter). Please note: (i) students are expected to remain in the Corporate Lab for a minimum of two consecutive quarters, (ii) students may not take the Corporate Lab for more than nine credits, and (iii) this offering will not count toward seminar restrictions. Student grades will be based upon participation in the classroom, appropriate attention to client services, collaborative efforts within a team environment, and quality of work product. For additional information, see the Corporate Lab website at http://www.law.uchicago.edu/corporatelab. (Reduced 2-credit option available with instructor permission.)
- Autumn 2019, David Jeffrey Zarfes, Sean Zachary Kramer, and Joshua Evan Avratin
- Winter 2020, David Jeffrey Zarfes, Sean Zachary Kramer, and Joshua Evan Avratin
Spring 2020, James Whitehead
This course covers the law governing labor-management relations in the private sector of the U. S. economy. Subjects that will be addressed include the historical background and coverage of the National Labor Relations Act (NLRA) and the Labor-Management Relations Act (LMRA), the organization of and procedures before the National Labor Relations Board, the rights and protections created by Section 7 of the NLRA, unlawful employer and union interference with such rights and the remedies available for such unlawful conduct, the procedures for the selection of union representation, the collective bargaining process and the obligation to bargain in good faith, the enforcement of collective bargaining agreements, the regulation of strikes and other concerted union activities, the union's duty of fair representation, the preemption of state laws and state law-based claims by the NLRA and the LMRA, and current proposals for legislative change. Enrollment will be limited to 20 students. The student's grade will be based on class participation and a final in-class examination.
Labor Law in the Gig, Fissured, and Automated Economy
This course will consider how work relations are regulated-and how they should be regulated-in the increasingly gig, fissured, and automated economy. We will consider who qualifies as an "employee" and an "employer"; what happens to the growing number of workers and firms that fall outside these categories or along their hotly contested boundaries; what new forms of worker organizations are emerging; how law, particularly antitrust law, constrains or facilitates these organizing efforts; and what possible law reforms are warranted in the wake of fissuring and given a future of increased automation. Our focus will primarily be U.S. law but we will also look elsewhere for comparative perspective.This class has a final take-home exam. Participation may be considered in final grading. This is a short class meeting Mon/Tue March 30/31 (6:10-8:10 p.m.), Thursday 4/2 (6:10-8:10 p.m.), Friday 4/3 (1:30-3:30 p.m.), and Monday 4/6 (6:10-8:10 p.m.)
Spring 2020, Richard A. Epstein
Few areas of law have as immediate an impact on our lived environment than the law of land use. This course will provide a broad introduction to the theory, doctrine, and history of land use regulation. Topics will include zoning, homeowners' associations, nuisance, suburban sprawl, eminent domain and regulatory takings. Throughout, we will discuss the ways land use regulation affects land use patterns, economic efficiency, distributive justice, social relations, and the environment. The grade is based on a final in-class examination.
Law and Economic Development
Spring 2020, Anup Malani
Why do some nations perform better than others, whether measured by income, happiness, health, environmental quality, educational quality, freedom, etc.? What can be done to help the world's poor?
We explore the proximate causes of inequality across countries, including the role of human capital, natural resources, technology and market organization. We also explore the root causes of long term differences in wealth, including the role of geography (e.g., location in tropical areas) and technological development (e.g., the impact of plow agriculture). We spend a substantial amount of time on the role of institutions, broadly defined, on development. We will explore the value of democracy, the common law, and state capacity generally. We will study the impact of disruptions such as the slave trade, colonialism and war. Ultimately, we will try to understand the implications of each explanation for development policy. Importantly, we will also consider how the lessons law and economics offers for countries with weak state capacity and limited rule of law differ dramatically from those it offers for countries such as the US. This class requires a major paper of 20-25 pages. Participation may be considered in final grading.
- Spring 2018, Thomas Ginsburg and Anup Malani
- Spring 2019, Anup Malani
The Law and Economics of Trump Trade
Spring 2020, Cree Lane Jones
This seminar will explore the law and economics of U.S. Trade Policy under the Trump Administration. The seminar will include readings, lectures, and discussions on (1) the economic theory of trade, (2) how recent developments in U.S. trade policy fit into this economic theory, (3) the historical and legal background of current U.S. trade regulation, and (4) the domestic and international legal frameworks that enable and/or constrain recent developments in U.S. trade policy. This class requires a series of short reaction papers.
The Law and Psychology of Consumer Contracts
Spring 2020, 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 2020, 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. Given recent events including worldwide concerns about climate change, extreme weather, and drought, this important course is even more timely with the current focus on pandemics and environmental determinants of health. Students will have a unique opportunity to interact with leaders in this field through weekly guest presenters. In years past, speakers have included venture capital fund directors, leading environmental attorneys, c-suite executives from the largest utility companies in the United States, and the S&P DJI's Chief Commercial Officer. Non-law students must apply by emailing Morgen Miller, Research Professional, Coase-Sandor Institute at firstname.lastname@example.org or Jake Kramer, Research Specialist, Coase-Sandor Institute at email@example.com. This class requires a series of research papers totaling 20-25 pages. Participation may be considered in final grading.
- Spring 2019, Richard Sandor
Legal Elements of Accounting
Winter 2020, 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 assignment. Students with substantial prior exposure to accounting (such as students with an MBA, joint MBA/JD students, and undergraduate finance or accounting majors) may not take the course for credit.
- Winter 2018, John R. Sylla
- Winter 2019, John R. Sylla
Mergers and Acquisitions
Autumn 2019, Ehud Kamar
In this course we will examine a number of 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; and (9) some issues that arise in connection with preliminary agreement.
- Autumn 2017, Scott Davis
- Winter 2018, Scott Davis
- Autumn 2018, Scott Davis
- Winter 2019, 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.
- Spring 2018, Scott Davis
Spring 2020, Randal C. Picker
(CORE, EXAM) 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 an in-class final examination. The syllabus for the last version of the course is located at http://picker.uchicago.edu/NetIndus/Syllabus.htm.
- Spring 2019, Randal C. Picker
Spring 2020, Richard M. Lipton and Maher Haddad
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.
- Spring 2019, Richard M. Lipton
Spring 2020, 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.
- Spring 2018, Jonathan Masur
- Spring 2019, Jonathan Masur
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 2019, Kevin Miles Murphy, Scott Francis Behmer, Rafael Duran Jimenez, and German Bruno Villegas Bauer
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.
- Autumn 2017, Kevin Murphy, Maxwell Kellogg, Jian Li, Mikayel Sukiasyan, and Mary Stofcik
- Autumn 2018, Antonio Gabriel, Agustin Gutierrez, Rafael Duran, and Francisco Mena
Private Equity Transactions: Issues and Documentation
Winter 2020, 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.
- Winter 2018, Mark A. Fennell and Stephen L. Ritchie
- Winter 2019, Mark A. Fennell and Stephen L. Ritchie
Professional Responsibility: Representing Business Organizations
Winter 2020, Daniel Feeney, John C. Koski, and Brant Weidner
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.
- Winter 2019, Daniel Feeney
Project and Infrastructure Development and Finance
Autumn 2019, 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. Recommended but not required: Corporations or the equivalent. Participation may be considered in final grading.
- Autumn 2017, Martin D. Jacobson
- Autumn 2018, 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 2020, 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 major paper (20-25 pages) and class participation.
- Winter 2018, Andrew D. Small
- Winter 2019, Andrew D. Small
Regulation of Banks and Financial Institutions
Autumn 2019, Adriana Robertson
This course will consider the regulation of banks and non-bank financial institutions in the United States. Topics will include: the business of banking; prudential regulation; the lender of last resort and resolution mechanisms; the regulation of securities firms; mutual funds and other asset managers; shadow banking; the regulation of derivatives; and the role and regulation of cryptocurrencies and other emerging financial technologies within the financial system. There are no prerequisites for this course.
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 2020, David Zarfes and Joshua Evan Avratin
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. Participation may be considered in final grading.
- Spring 2018, David Zarfes
- Spring 2019, David Zarfes
The Role and Practice of the State Attorney General
Spring 2020, 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.
- Spring 2019, Michael Scodro and Lisa Madigan
Winter 2020, Erin Mary Casey
Secured lending is central to our economy, and the applicable legal doctrines are ones that every corporate and commercial lawyer should grasp. Focusing primarily on Article 9 of the Uniform Commercial Code, students will learn about different forms of collateral, how security interests are created and perfected, and the remedies available to secured lenders. This course is a useful preparation for Bankruptcy and Reorganization courses, and will be worthwhile for students contemplating private practice in corporate, commercial finance or bankruptcy/workout groups. Grades will be based on a final in-class examination. Open to MBA students.
- Autumn 2017, Randal C. Picker
- Winter 2018, Erin M. Casey
- Autumn 2018, Randal C. Picker
Spring 2020, 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.
- Autumn 2017, William A. Birdthistle
- Winter 2018, M. Todd Henderson
- Autumn 2018, William A. Birdthistle
- Spring 2019, M. Todd Henderson
- Winter 2020, M. Todd Henderson
Strategic Considerations in Securities and Corporate Governance Litigation
Spring 2020, 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.
- Spring 2018, Steven B. Feirson and Joni S. Jacobsen
- Spring 2019, Steven B. Feirson and Joni S. Jacobsen
Strategies and Processes of Negotiations
Winter 2020, 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.
- Winter 2018, George Wu
- Winter 2019, 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.
- Spring 2018, Jason Sussman
Structuring Venture Capital, Private Equity, and Entrepreneurial Transactions
Spring 2020, 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.
- Spring 2018, Jack S. Levin and Donald Rocap
- Spring 2019, Jack S. Levin and Donald Rocap
Tax Issues in Bankruptcy
Spring 2020, Anthony Vincenzo Sexton and Thad Willbern Davis
This seminar provides a basic background in tax issues that affect troubled companies, with special attention to tax issues that arise in bankruptcy cases and insolvency workouts. The seminar will primarily focus on corporations in bankruptcy under Chapter 11, but there will also be discussion of the tax effects on individuals and partnerships. Specific topics to be covered include modifying debt and its consequences, the exclusion for discharge of indebtedness income, taxable versus tax-free reorganizations of companies in bankruptcy, special net operating loss change in ownership rules, and certain related consolidated return considerations. This class has a final take-home exam.
Introductory Income Tax is a prerequisite. If someone has not taken Intro. Income Tax, enrollment may be permitted with consent of instructor.
Taxation of Corporations I
Winter 2020, David A. Weisbach
This course examines income tax aspects of the formations, distributions, and liquidations of corporations. The focus is on transactional and planning aspects of the corporate tax. Prerequisite: Introductory Income Taxation required except with permission of the instruction. The student's grade is based on class participation and a final examination.
Taxation of Corporations II
Spring 2020, David A. Weisbach
This course surveys the taxation mergers and acquisitions. including taxable acquisition structures, tax-free reorganizations. Prerequisites: Taxation of Corporations I. Students' grades based on a final take-home examination or a full-length paper.
Prerequisites: Taxation of Corporations I or Corporate Tax I
Winter 2020, Randal C. Picker
This seminar is discussion based. The two key parts of the seminar are blog posts based on readings (usually three recent books) and student group presentations in weeks 8 and 9. For more, see the syllabus at http://picker.uchicago.edu/seminar/Syllabus.htm.
Participation may be considered in final grading.
- Winter 2018, Randal C. Picker
- Winter 2019, Randal C. Picker
Topics in State and Local Finance
Autumn 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.
- Winter 2018, Julie Roin
- Winter 2019, 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 2020, 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 in-class examination. Participation may be considered in final grading.
- Winter 2018, Omri Ben-Shahar
- Winter 2019, Omri Ben-Shahar
Spring 2020, Joan E. Neal
This seminar is intended for students who want to become transactional lawyers. We will explore the broad role of a transactional lawyer and cover a series of discrete topics to hone more advanced skills to help clients achieve their transactional goals. Issues covered may include: close reading, issue spotting and problem solving 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; drafting of more complex provisions and relevant business implementation considerations; and analysis of more complex risk allocation provisions. 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, a series of weekly written homework assignments and in-class exercises, and a final reaction paper.
U.S. Taxation of International Transactions
Winter 2020, 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 in-class examination.
- Winter 2018, Julie Roin
- Winter 2019, Julie Roin
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.
- Autumn 2017, Thomas Ginsburg
- Winter 2018, Thomas Ginsburg
- Spring 2018, Thomas Ginsburg
- Autumn 2018, Thomas Ginsburg