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 2019-20 and 2020-21 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 Contracts: Contract Governance and Business Strategy

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

Previously:

  • Spring 2021, Lisa Bernstein

Advanced Topics in Antitrust

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.

Previously:

  • Winter 2020, Eric Andrew Posner

Advanced Trademarks and Unfair Competition

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

Previously:

  • Winter 2021, Chad Doellinger
  • Winter 2020, Chad Doellinger
  • Winter 2019, Chad Doellinger

Antitrust and Intellectual Property

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.

Previously:

  • Spring 2020, Spencer Smith

Antitrust Law

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

Previously:

  • Winter 2021, Eric A. Posner
  • Autumn 2020, Randal C. Picker
  • Winter 2020, Randal C. Picker
  • Winter 2018, Randal C. Picker

Applied Entrepreneurship: Tackling Legal Problems with Business Solutions

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.

Previously:

  • Winter 2020, M. Todd Henderson, Thomas William Gossin-Wilson
  • Autumn 2019, M. Todd Henderson, Thomas William Gossin-Wilson

Art Law

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

Previously:

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

Artificial Intelligence Technology, Law, and Policy

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.

Previously:

  • Autumn 2019, Colleen Chien

Blockchain and Cryptocurrencies

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 tax treatment of ICOs and cryptocurrency trades, whether tokens are securities, the fiduciary duties of developers under corporate law, and money-laundering concerns with cryptocurrencies.Students will be expected to either write a white paper, a legal memo, or industry and investment analyses of a firm. Participation may be considered in final grading.

Previously:

  • Winter 2020, Anup Malani
  • Winter 2019, Anup Malani

Business Planning

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

Previously:

  • Winter 2020, Keith Crow and Anthony Sexton
  • Winter 2018, Keith Crow and Anthony Sexton

The Colossus Conundrum

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).

Previously:

  • Autumn 2019, Andrew M. Rosenfield

Competitive Strategy

We will apply tools from microeconomics and game theory to the analysis of strategic decision making by firms. Specific topics covered include the sources of industry and firm profitability, strategic positioning, sustainable competitive advantage, the boundaries of the firm, incomplete contracts, horizontal and vertical integration, strategic commitment, strategic cooperation, dynamic pricing, entry and exit, network effects, and platform markets. My goal in the class is to get students to think like an economist about firm strategy.

The course is designed for students who are already comfortable with microeconomics at the level of Booth's 33001 course, or most colleges' intermediate micro classes. The class will not require calculus but prior exposure to microeconomics concepts is important. Classes will combine case analysis and discussions with lectures. There will be a final take-home exams as well as a series of reaction papers. Participation may be considered in final grading.

*Depending on the enrollment outcome, this course may qualify to be all in person

Previously:

  • Autumn 2020, Eric Budish
  • Autumn 2019, Eric Budish

Contract Drafting and Review

This seminar will serve as an introduction to contracting drafting and how such drafting differs from other types of legal writing. We will start with the basic "anatomy of a contract," discussing the meaning, use and effect of various provisions. The seminar will address not only legal drafting issues, but also how to understand a client's practical business needs in order to effectively use the contract as a planning and problem solving tool. Students will draft specific contract provisions and a complete contract, and will learn how to read, review and analyze contracts with an eye toward both legal and business risk issues. Many/most of the exercises simulate working with a fictional client.  Grades will be based upon class participation, a series of substantial out-of-class weekly drafting exercises, and a final take-home assignment.

Previously:

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

Copyright

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 2021, Saul Levmore
  • Autumn 2019, Randal Cluny Picker
  • Autumn 2018, Saul Levmore
  • Winter 2018, Saul Levmore

Corporate and Entrepreneurial Finance

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

Previously:

  • Spring 2021, Steven N. Kaplan
  • Spring 2020, Steven N. Kaplan
  • Spring 2019, Steven N. Kaplan
  • Spring 2018, Steven N. Kaplan

Corporate Compliance and Business Integration

This seminar explores the rapidly expanding scope of Corporate Compliance across industries and the evolving role of corporate compliance officers as business partners and culture champions.  Study begins with a foundational overview of the relevant legal and policy mandates, proceeds to explore Corporate Compliance's role in operational oversight and risk mitigation, and finishes with an examination of Corporate Compliance's evolving role in enterprise risk, strategy and culture.

The first section of the course will provide insight into the legal, regulatory and risk management considerations that have driven business organizations to develop and enhance their internal programs for identifying and managing compliance risks.  The second section will focus on case studies from different industries, and from the separate perspectives of business leaders, regulators, consumers and employees. The final section of the course will focus on the intersection of compliance and organizational culture, and illustrate how to leverage the tools of policy, training, and leadership engagement to build cultures of integrity. 

The course will include academic, regulatory and business readings as well as interactive case studies, where students will apply practical solutions to real risk and corporate integrity challenges faced by multinational organizations in a variety of sectors and explore the consequences for the compliance function.

Student evaluation is based on: 3-part Group Project on a corporate compliance program's response to a series of hypotheticals.  Each student in the group will serve as a main presenter once.  Each group assignment is accompanied by a short (3-5 pages) supplemental paper to be completed individually by each group member. Participation may be considered in final grading.

Previously:

  • Autumn 2020, Forrest James Deegan
  • Autumn 2019, Forrest James Deegan
  • Autumn 2018, Forrest James Deegan

Cross-Border Transactions: Law, Strategy & Negotiations

This seminar is a survey of cross-border transactions and how successfully negotiating a transaction may vary across boarders. We will first examine negotiation strategies and key terms in commercial contracts.  Next we will review how these transactions vary globally. Lastly, the course will also discuss the increasingly important issue of bribery, focusing primarily on the Foreign Corrupt Practices Act and the UK Bribery Act. We will then put all this together to discuss multi-jurisdictional transactions and how to best negotiate cross-border legal, procedural and cultural differences. Final grade will be based on: Substantial out of classroom work, a short paper, an in-class negotiation and class participation.

Previously:

  • Autumn 2020, Tarek Sultani
  • Autumn 2019, Tarek Sultani
  • Autumn 2017, Tarek Sultani

Cybercrime

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. Participation may be considered in final grading.

Previously:

  • Winter 2021, Sean Driscoll and William Ridgeway
  • Spring 2019, Sean Driscoll and William Ridgeway

Employment Law

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

Previously:

  • Autumn 2020, James Whitehead
  • Autumn 2019, James Whitehead
  • Autumn 2018, James Whitehead

Entrepreneurship and the Law

This seminar examines how the law and legal counsel influence innovation and entrepreneurship in the US, including by micro-enterprises and high-growth disruptors. The seminar explores the position of the entrepreneur in society, in the economy, and in our constitutional framework, in order to analyze the entrepreneur's fundamental legal needs. We survey legal questions particular to start-ups, including strategies for structuring a business organization, financing, and protecting intellectual property. Assignments require students to research issues that apply to hypothetical and real start-ups and practice lawyerly skills like strategic planning, negotiation, drafting, and counseling. Students' grades will be based on active participation, short written assignments, and a research paper. Students who have taken LAWS 53188 The Lawyer as an Entrepreneur: Analyzing & Evaluating Early-Stage Ventures may not enroll in this class.

Previously:

  • Winter 2021, Elizabeth Kregor
  • Winter 2020, Elizabeth Kregor and Amy Hermalik
  • Autumn 2018, Elizabeth Kregor and Amy Hermalik
  • Autumn 2017, Salen Churi, Elizabeth Kregor, and Amy Hermalik

Ethics for Transactional Lawyers

This class will focus on ethical issues faced by transactional lawyers.  We will consider the role of a transactional lawyer, the various sources of guidance for transactional lawyers, the intersection of personal morality and rules-based ethics, individual and organizational practice pressures that can cause lawyers to violate ethics norms, how to weigh competing ethical obligations, and select ethics issues faced by transactional 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 5 short research papers.  (Please note that the papers cannot fulfill the SRP or WP requirement.)

Previously:

  • Winter 2021, Joan E. Neal
  • Winter 2020, Joan E. Neal
  • Winter 2019, Joan E. Neal

Greenberg Seminar: Artificial Intelligence

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," and films and other media on the topic. We will 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 at the professors' house in Naperville in the afternoons of the following days: October 13, October 27, November 17, and May 2. Please do not sign up for this course if you have conflicts on those dates.

Previously:

  • Spring 2020, Anthony Casey and Erin Casey
  • Winter 2020, Anthony Casey and Erin Casey
  • Autumn 2019, Anthony Casey and Erin Casey
  • Winter 2018, Anthony Casey and Erin Casey
  • Autumn 2017, Anthony Casey and Erin Casey

Hacking for Defense

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

Previously:

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

Innovation Clinic

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.  Students also present on such topics at the Argonne National Laboratories' Chain Reaction Innovations Incubator and at the Polsky Center. 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. Students will work with startups across a wide variety of industries and will also complete non-client related homework assignments to prepare them for client work. Students are required to enroll in the Clinic for a minimum of two consecutive quarters, and enrollment is currently capped at three consecutive quarters of participation. Students may take between 1-3 credits in any given quarter.

Students will be evaluated based on the quality of work they prepare for the Clinic's clients, how well they interact with clients and demonstrate a command of the soft skills required for effective transactional legal practice, and the volume and quality of their participation during in-class sessions.

Previously:

  • Spring 2021, Emily Underwood
  • Winter 2021, Emily Underwood
  • Autumn 2020, Emily Underwood
  • Spring 2020, Emily Underwood
  • Winter 2020, Emily Underwood
  • Autumn 2019, Emily Underwood
  • Winter 2019, Emily Underwood
  • Autumn 2018, Emily Underwood
  • Spring 2018, Salen Churi
  • Winter 2018, Salen Churi
  • Autumn 2017, Salen Churi

Innovation Fund Associates Program Practicum

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

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.

Previously:

  • Spring 2021, Emily Underwood
  • Autumn 2020, Emily Underwood
  • Spring 2020, Emily Underwood

Institute for Justice Clinic on Entrepreneurship

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

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

Previously:

  • Spring 2021, Elizabeth Kregor
  • Winter 2021, Elizabeth Kregor
  • Autumn 2020, Elizabeth Kregor and Amy Hermalik
  • Spring 2020, Elizabeth Kregor and Amy Hermalik
  • Winter 2020, Elizabeth Kregor and Amy Hermalik
  • Autumn 2019, Elizabeth Kregor and Amy Hermalik
  • Spring 2019, Elizabeth Kregor and Amy Hermalik
  • Winter 2019, Elizabeth Kregor and Amy Hermalik
  • Autumn 2018, Elizabeth Kregor and Amy Hermalik
  • Spring 2018, Elizabeth Kregor and Amy Hermalik
  • Winter 2018, Elizabeth Kregor and Amy Hermalik
  • Autumn 2017, Elizabeth Kregor and Amy Hermalik

Intellectual Property-based Finance and Investment

Developed world corporations today are focused on an innovation heavy, tangible asset-lite model while exporting manufacturing, a lower margin enterprise. The trend is demonstrated by increased levels of R&D in innovation-driven industries, a doubling of issued patents outstanding and material, concentrated changes in the underlying IP law. While IP valuation, implementation and technological trends are coming to dominate many forms of investing, optimal risk adjusted returns morph with levels in the equity and credits markets and changes in IP law. This course will review these trends, explain the range of IP investment types (liquid/Illiquid, public/private, cash/derivative) and illustrate how insight into IP can drive investment and capital market decision making. Final grade will be based on a major paper (20-25 pages). Participation may be considered in final grading.

Previously:

  • Autumn 2020, Michael Friedman
  • Autumn 2019, Michael Friedman
  • Autumn 2017, Michael Friedman

International Investment Law

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.

Previously:

  • Autumn 2019, Thomas Ginsburg

The Internet Economy

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

Previously:

  • Autumn 2020, Jared Earl Grusd

The Law and Psychology of Consumer Contracts

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.

Previously:

  • Spring 2020, Meirav Furth-Matzkin

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

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

Previously:

  • Winter 2021, Michael Joseph Kennedy

Marketing Strategy  

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. This class has a final exam and required papers. Participation may be considered in final grading.

Previously:

  • Winter 2020, Sanjay Dhar
  • Winter 2019, Sanjay Dhar
  • Winter 2018, Sanjay Dhar

Mergers and Acquisitions

This class will delve into the primary legal issues confronted by an M&A lawyer in a major US law firm or legal department.  The class will examine acquisitions of public and private companies.

A series of reaction papers will be required for this class. Participation may be considered in final grading. Grades will be based upon a final exam, reaction papers, and class participation. Prerequisite: Business Organizations.

Previously:

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

Network Industries

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

Previously:

  • Spring 2020, Randal C. Picker
  • Spring 2019, Randal C. Picker

Patent Law

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

Previously:

  • Spring 2021, Jonathan Masur
  • Spring 2020, Jonathan Masur
  • Spring 2019, Jonathan Masur
  • Spring 2018, Jonathan Masur

Patent Litigation

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. Participation may be considered in final grading.

Previously:

  • Spring 2020, Steven Cherny and Jason Wilcox
  • Spring 2019, Steven Cherny and Jason Wilcox
  • Spring 2018, Steven Cherny and Jason Wilcox

Privacy Law

This seminar 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; California privacy law; European privacy law; the relationship between privacy and competition and privacy and innovation in digital markets; 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 a series of bi-weekly reaction papers, one of which will require outside research, and class participation.

Previously:

  • Spring 2021, Filippo Maria Lancieri
  • Autumn 2019, Lior Strahilevitz (as Privacy)
  • Winter 2018, Lior Strahilevitz (as Privacy)

Professional Responsibility: Representing Business Organizations

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

Previously:

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

Structuring Venture Capital, Private Equity, and Entrepreneurial Transactions

Course covers tax, legal, & economic principles applicable to series of interesting, complex, current entrepreneurial transactions, utilizing venture capital (VC) or private equity (PE) financing, including (1) new business start-up, (2) growth-equity investment in existing business enterprise, (3) leveraged buyout of private or public company (including going-private transaction), (4) use of both double-tax C corp and flow-through single-tax S corp, partnership, or LLC for variety of VC or PE financed transactions, (5) devising equity-based exec comp program, (6) PE financed restructuring or workout (in or out of bankruptcy) for troubled over-leveraged enterprise and utilizing troubled corp's NOL post-restructuring, (7) exit scenarios for successful VC or PE financed enterprise (such as IPO, series of SEC rule 144 stock sales, sale of company, or merger of company into larger enterprise), & (8) forming VC, PE, or LBO fund.

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

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

Previously:

  • Spring 2021, Stephen Laurence Ritchie and Mike Carew
  • Spring 2020, Jack Levin and Donald Rocap
  • Spring 2019, Jack Levin and Donald Rocap
  • Spring 2018, Jack Levin and Donald Rocap

Technology Policy

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

Participation may be considered in final grading.

Previously:

  • Winter 2021, Randal C. Picker
  • Winter 2020, Randal C. Picker
  • Winter 2019, Randal C. Picker
  • Winter 2018, Randal C. Picker

Trade Secrets and Restrictive Covenant Litigation

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

Previously:

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

Trademarks and Unfair Competition

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

*Depending on the enrollment outcome, this course may qualify to be all in person.

Previously:

  • Autumn 2020, Omri Ben-Shahar
  • Winter 2020, Omri Ben-Shahar
  • Winter 2019, Omri Ben-Shahar
  • Winter 2018, Omri Ben-Shahar

Transactional Skills

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.

Previously:

  • Spring 2020, Joan E. Neal