Intellectual Property, Technology Law, and Entrepreneurship Courses

Professor Randy Picker

The courses listed below provide a taste of the Intellectual Property, Technology Law, and Entrepreneurship courses offered at the Law School, although no formal groupings exist in our curriculum. This list includes the courses taught in the 2017-18 and 2018-19 school years. Not all of these courses are offered every year, but this list will give you a representative sample of the variety of courses we might offer over any two-year period. Other new courses will likely be offered during your time at the Law School.

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

Advanced Contract Skills

Spring 2019, Joan E. Neal

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

Previously:

  • Spring 2018, Joan E. Neal

Advanced Contracts: Sales Law for A Modern Economy

Winter 2019, Lisa Bernstein

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

Advanced Trademarks and Unfair Competition

Winter 2019, Chad Doellinger

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

Antitrust Law

Winter 2019, Randal C. Picker

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

Previously:

  • Winter 2018, Randal C. Picker

Art Law

Autumn 2018, William M. Landes and Anthony Hirschel

This seminar examines legal issues in the visual arts including artist's rights and copyright, government regulation of the art market, valuation problems related to authentication and artist estates, disputes over the ownership of art, illicit international trade of art, government funding of museums and artists, and First Amendment issues as they relate to museums and artists.

Previously:

  • Autumn 2017, William M. Landes and Anthony Hirschel

Blockchain and Cryptocurrencies

Winter 2019, Anup Malani

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

Business Planning

Winter 2018, Keith Crow and Anthony Sexton

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

Business Strategy

Autumn 2017, Emir Kamenica

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

Contract Drafting and Review

Spring 2019, Joan E. Neal

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

Previously:

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

Copyright

Autumn 2018, Saul Levmore

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

Previously:

  • Winter 2018, Saul Levmore

Corporate and Entrepreneurial Finance

Spring 2019, Steven Kaplan

This course uses the case method to study the practical aspects of important topics in corporate and entrepreneurial finance. We will apply the concepts and techniques of corporate finance to actual situations. The course is divided into four sections: (1) financing decisions; (2) investment decisions; (3) private equity; and (4) venture capital.  In addition to analyzing financing issues, we will consider how those issues relate to firm strategy.  It will be important to examine the "big picture" assumptions used in the numerical calculations. This course also places a strong emphasis on presentation and discussion skills.  COURSE PROCEDURES For each class meeting, I will assign study questions concerning one or two cases. You are allowed and encouraged, but not required to meet in groups outside of class to discuss and analyze the cases. Each group will submit a two-page memorandum of analysis and recommendations at the beginning of each case discussion. If you are working in a group, I will accept one memorandum from the group and count it for all students in the group. group can include up to 3 students. GRADING Grading will be based on class participation, the short memoranda and a final examination. Class participation will count for 40% of the final grade.  Because so much of the learning in this course occurs in the classroom, it is very important that you attend every class. The memoranda will count for 10% of the final grade. The final examination will count for 50% of the final grade. The final examination will be an individual 12 hour take-home case analysis. Students should have an understanding of financial statements. I.e., students should be able to read an income statement, cash flow statement and balance sheet.

Previously:

  • Spring 2018, Steven Kaplan

Corporate Compliance and Business Integration

Autumn 2018, Forrest James 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.

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

Autumn 2018, Tarek Sultani

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

Previously:

  • Autumn 2017, Tarek Sultani

Cybercrime

Spring 2019, Sean Driscoll and William Ridgway

This seminar will explore the legal issues raised by cybercrime. Topics will include: computer hacking and other computer crimes, the Fourth Amendment and civil liberties in cyberspace, the law of electronic surveillance, the freedom of speech online, technological tools used to combat cybercrime, and international cybercrime.Students are required to participate in class sessions, prepare short response papers, and write a paper on an approved topic. Grading in the course will be based on classroom participation (25%), discussion papers (35%), and the final paper (20-25 pages) (40%).

Employment Law

Autumn 2018, James Whitehead

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

Entrepreneurship and the Law

Autumn 2018, Elizabeth Kregor and Amy M. Hermalik

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

Previously:

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

Ethics for Transactional Lawyers

Winter 2019, Joan E. Neal

This class will focus on ethical issues faced by transactional lawyers.  We will consider the role of a transactional lawyer, the various sources of guidance for transactional lawyers (in light of the fact that the Model Rules are largely litigation focused), the intersection of personal morality and rules-based ethics, individual and organizational practice pressures that can cause lawyers to violate ethics norms, and select ethics issues faced by transactional laywers in practice (including, e.g.,  ethics issues arising when drafting contracts, negotiating agreements, conducting due diligence, and providing opinion letters).  Grades will be based upon active class participation in discussions and simulations, plus a final paper (20-25 pages). Students who have already fulfilled the Professional Responsibility requirement may not take this class.

Greenberg Seminar: Artificial Intelligence

Spring 2018, Anthony Casey and Erin Mary

This seminar will explore a series of works on the ethical and legal issues posed by the promise of artificial intelligence and autonomous machines. Covered works will include Nick Bostrom's "Superintelligence: Paths, Dangers, Strategies;" Kurt Vonnegut's "The Player Piano;" the films "Ex Machina" and "Blade Runner;" and the television series "West World."  We use these works to examine ethical and legal issues such as the consciousness, personhood, and culpability of autonomous machines as well as questions about how artificial intelligence may disrupt existing institutions in society. The seminar will meet twice each quarter at the professors' home in Naperville on Sunday afternoons.

Previously:

  • Autumn 2017, Anthony Casey and Erin Mary
  • Winter 2018, Anthony Casey and Erin Mary

Greenberg Seminar: Our Algorithmic Futures

Spring 2019, Aziz Huq and Nicholas Stephanopoulos

Machine learning, and other 'artificial intelligence' tools, increasingly sculpt the regulatory, discursive, political, economic, and scientific landscapes. This Greenberg addresses the ways in which these new technologies will alter our lives and societies, or reproduce (for better or worse) entrenched elements of those societies.

Previously:

  • Autumn 2018, Aziz Huq and Nicholas Stephanopoulos
  • Winter 2019, Aziz Huq and Nicholas Stephanopoulos

Innovation Clinic

Spring 2019, Emily Underwood

The Innovation Clinic gives students the opportunity to counsel startups and venture capital funds on a broad range of corporate law and strategic issues, including regulatory compliance, entity formation, stock options and employee equity, privacy, employment, governance and founders' agreements, and commercial agreements. The Innovation Clinic also supervises students participating in the Innovation Fund Associates program, where they can participate in teams working to diligence the Fund's potential investments. Note that Innovation Fund Associates must apply separately to the Innovation Fund to be included in this program, and applications are accepted each fall for the following calendar year, but students are not required to be Innovation Fund Associates in order to participate in the Innovation Clinic. In addition to their work with the Clinic's clients and the substantive topic areas to be covered, students will have the opportunity to train in, and develop, the soft skills that separate good lawyers from highly effective lawyers in a transactional practice, such as negotiation, client management, preparedness and flexibility.

Previously:

  • Autumn 2017, Salen Churi
  • Winter 2018, Salen Churi
  • Spring 2018, Salen Churi
  • Autumn 2018, Emily Underwood
  • Winter 2019, Emily Underwood

Institute for Justice Clinic on Entrepreneurship

Spring 2019, Elizabeth Kregor and Amy M. Hermalik

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

Previously:

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

Intellectual Property-based Finance and Investment

Autumn 2017, Michael D. 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.

Marketing Strategy

Winter 2019, Sanjay Dhar

I use a framework based approach to teach this course. The first half of the class is spent on building a structured approach using customer analysis (assessing how the firm could provide unique benefits to an attractive target market segment); company analysis (assessing strategic fit based on long-term strategy and core capabilities) and competitor analysis (ascertaining how to build sustainable competitive advantage). The second half of the class uses the strategic marketing analysis described above to identify issues and challenges the firm faces, and articulate marketing objectives that are used to develop the marketing plan (product development, positioning and product strategy; setting prices to capture value, determining potential channel or places of distribution and promotion & communication strategies to communicate benefits to the target market).I also try to use multiple pedagogical tools to help students comprehend and assimilate the material. This includes lectures that introduce tools, concepts and frameworks on each topic in the framework followed by a rigorous case analysis to illustrate application. In addition, I will discuss current events, recent industry examples, and ask you to play a real-world data based pricing simulation. I have also been working with firms applying these frameworks for the last 25 years and hope that students will also share their experiences in class discussions. Given the rigorous and highly interactive nature of class discussion, as well as framework based approach used, this class is helpful to students for case analysis preparation. Therefore, this class is helpful to students pursuing consulting careers, developing entrepreneurial businesses, or interested in understanding and analyzing growth and demand strategies of a corporation. Previous business experience is helpful for this course. Class participation may be considered in the student's grade.

Previously:

  • Winter 2018, Sanjay Dhar

Mergers and Acquisitions

Winter 2019, Scott Davis

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

Previously:

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

Network Industries

Spring 2019, Randal C. Picker

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

Patent Law

Spring 2019, Jonathan Masur

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

Previously:

  • Spring 2018, Jonathan Masur

Patent Litigation

Spring 2019, Steven Cherny and Jason Wilcox

This course is a hands-on introduction to patent litigation. Using a hypothetical case, students will explore the practical application of key patent law and litigation concepts. Students will follow the litigation over the course of the term as counsel for plaintiff or defendant. Students will be asked to produce written work (e.g., pleadings, motion papers, deposition outlines, etc.) and to orally argue motions. Potential topics include motions to dismiss or transfer, discovery disputes, claim construction, expert discovery, summary judgment, and appeals. In addition to oral argument, class will discuss practical and legal topics pertaining to patent litigation, typically to assist in preparation of the next week's assignment.

Previously:

  • Spring 2018, Steven Cherny and Jason Wilcox

Platform Competition

Autumn 2018, Austan 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.

Privacy

Winter 2018, Lior Strahilevitz

This course surveys legal efforts to draw boundaries between the public and private spheres. Substantive topics of discussion may include privacy tort law, the constitutional right to information privacy, financial privacy, Internet and consumer privacy; health privacy; FTC privacy regulations; European privacy law; the relationship between privacy and the First Amendment; the Fourth Amendment and other restrictions on governmental investigations and surveillance. The student's grade is based on an in-class final examination and class participation.

Professional Responsibility: Representing Business Organizations

Winter 2019, Daniel Feeney

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

Structuring Venture Capital, Private Equity, and Entrepreneurial Transactions

Spring 2019, Jack Levin and Donald Rocap

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

Previously:

  • Spring 2018, Jack Levin and Donald Rocap

Technology Policy

Winter 2019, Randal C. Picker

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

Previously:

  • Winter 2018, Randal C. Picker

Telecommunications and Internet Law

Autumn 2017, Joan E. Neal

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

The Law and Psychology of Consumer Contracts

Spring 2019, Meirav Furth-Matzkin

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

Trade Secrets and Restrictive Covenant Litigation

Winter 2019, Brian Sieve and Michael Slade

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

Trademarks and Unfair Competition

Winter 2019, Omri Ben-Shahar

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

Previously:

  • Winter 2018, Omri Ben-Shahar

Wine Law

Winter 2018, Thomas Ginsburg

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