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 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.

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 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 Trademarks and Unfair Competition

Winter 2020, 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 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 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.

Antitrust Law

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

Previously:

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

Applied Entrepreneurship: Tackling Legal Problems with Business Solutions

Winter 2020, M. Todd Henderson and 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.

Art Law

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. A major paper of 20-25 pages is required.

Previously:

  • 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.

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 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 2019, Anup Malani

Business Planning

Winter 2019, 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.

Previously:

  • Winter 2018, Keith Crow and Anthony Sexton

The Colossus Conundrum

Autumn 2019, Andrew M. Rosenfield

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).

Competitive Strategy

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.

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 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:

  • 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
  • Winter 2020, Joan E. Neal

Copyright

Autumn 2019, Randal C. 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. The syllabus for the course is at http://picker.uchicago.edu/Copyright/Syllabus.htm .

Previously:

  • Winter 2018, Saul Levmore
  • Autumn 2018, Saul Levmore

Corporate and Entrepreneurial Finance

Spring 2020, 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 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.

Previously:

  • Spring 2018, Steven Kaplan
  • Spring 2019, Steven Kaplan

Corporate Compliance and Business Integration

Autumn 2019, 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.

Previously:

  • Autumn 2018, Forrest James Deegan

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

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.

Previously:

  • Autumn 2017, Tarek Sultani
  • Autumn 2018, 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

Winter 2020, 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, short written assignments, and a research paper.

Previously:

  • Autumn 2017, Salen Churi, Elizabeth Kregor, and Amy M. Hermalik
  • Autumn 2018, Elizabeth Kregor and Amy M. Hermalik

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.)

Previously:

  • Winter 2019, Joan E. Neal

Greenberg Seminar: Artificial Intelligence

Spring 2020, Anthony Casey and Erin Casey

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:

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

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 2020, Emily Underwood

The Innovation Clinic gives students the opportunity to counsel start-ups and venture capital funds on a broad range of corporate law and strategic issues, including regulatory compliance, entity formation, stock options and employee equity, equity grant/purchase/repurchase agreements, seed funding, conversion and redomestication, privacy, employment, governance and founders' agreements, and commercial agreements. Class sessions will consist of substantive lecture and simulation exercises on topics such as diligence, founders' agreements, Series A investment term sheets, intellectual property considerations for start-ups, venture fundability, negotiation strategy/preparation/execution, and venture capital fund structures, with the precise content subject to change from quarter to quarter. Class sessions will also include case rounds, and, as time allows, might include guest speakers or offsite visits to industry experts. Outside of class, students will complete transactional and regulatory work for clients generally in the categories described above, including performing legal due diligence on start-ups, drafting and negotiating a wide range of legal documents and performing regulatory research to inform product design and rollout. The Innovation Clinic is industry agnostic and students have previously worked with companies in a wide range of industries, including energy, insurance, education, software, sports, retail, medical device development and sales, professional services, advertising, and food and beverage.

Previously:

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

Innovation Fund Associates Program Practicum

Spring 2020, Emily 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 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, 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.

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
  • Autumn 2019, Elizabeth Kregor and Amy M. Hermalik
  • Winter 2020, Elizabeth Kregor and Amy M. Hermalik

Intellectual Property-based Finance and Investment

Autumn 2019, 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. Participation may be considered in final grading.

Previously:

  • Autumn 2017, Michael D. Friedman

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.

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. This class requires a series of reaction papers.

Marketing Strategy

Winter 2020, 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. This class has a final exam and required papers. Participation may be considered in final grading.

Previously:

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

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.

Previously:

  • Autumn 2017, Scott Davis
  • Winter 2018, Scott Davis
  • Autumn 2018, Scott Davis
  • Winter 2019, Scott Davis

Network Industries

Spring 2020, 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 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 2019, Randal C. Picker

Patent Law

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 a take-home final examination. Students from all backgrounds -- technical or not -- are encouraged to enroll.

Previously:

  • Spring 2018, Jonathan Masur
  • Spring 2019, Jonathan Masur

Patent Litigation

Spring 2020, 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. Participation may be considered in final grading.

Previously:

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

Autumn 2019, 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; and 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.

Previously:

  • Winter 2018, Lior Strahilevitz

Professional Responsibility: Representing Business Organizations

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

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.

Previously:

  • Winter 2019, Daniel Feeney
  • Autumn 2019, Anna-Maria Marshall

Structuring Venture Capital, Private Equity, and Entrepreneurial Transactions

Spring 2020, 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 corp and flow-through single-tax S corp, partnership, or LLC for variety of VC or PE financed transactions, (5) devising equity-based exec comp program, (6) PE financed restructuring or workout (in or out of bankruptcy) for troubled over-leveraged enterprise and utilizing troubled corp's NOL post-restructuring, (7) exit scenarios for successful VC or PE financed enterprise (such as IPO, series of SEC rule 144 stock sales, sale of company, or merger of company into larger enterprise), & (8) forming VC, PE, or LBO fund.

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

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

Previously:

  • Spring 2018, Jack Levin and Donald Rocap
  • Spring 2019, Jack Levin and Donald Rocap

Technology Policy

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.

Previously:

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

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 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.

Previously:

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

Transactional Skills

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.