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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 2020-21 and 2021-22 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.

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Courses

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 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 2022: Chad Doellinger
  • Winter 2021: Chad Doellinger
  • Winter 2020: Chad Doellinger
  • Winter 2019: Chad Doellinger

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 class has a final exam. Participation may be considered in final grading.

Previously:

  • Spring 2022: Eric A. Posner
  • Autumn 2021: Randal C. Picker
  • Winter 2021: Eric A. Posner
  • Autumn 2020: Randal C. Picker
  • Winter 2020: Randal C. Picker
  • Winter 2018: Randal C. Picker

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. Final grade will be based on: a major paper (20-25 pages) and class participation

Previously:

  • Autumn 2021: William M. Landes and Anthony Hirschel
  • Autumn 2019: William M. Landes and Anthony Hirschel
  • Autumn 2017: William M. Landes and Anthony Hirschel
  • Autumn 2018: William M. Landes and Anthony Hirschel

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. This class has a final exam (2 credits). To receive 3 credits students must additionally write a research paper of 10-12 pages.

Previously:

  • Winter 2022: Keith Crow and Anthony V. Sexton
  • Winter 2020: Keith Crow and Anthony V. Sexton
  • Winter 2018: Keith Crow and Anthony V. Sexton

Comparative and International Antitrust

This course will consider antitrust law and policy questions from a comparative and international perspective. It will examine the major systems of antitrust enforcement around the world and their major differences. Such comparisons will be done with respect to institutional features as well as key areas of enforcement such as horizontal cartels, vertical distribution restraints, monopolization, and mergers. The course will then analyze the global antitrust legal system, including the externalities imposed by national law enforcement on other jurisdictions, as well as the justifications and costs of a variety of international coordination, harmonization, and joint enforcement practices and proposals. This analysis will enable us to focus on fundamental antitrust questions: What are the goals of antitrust and how can they be best achieved? What are the main differences between antitrust systems and how are they justified? What is the effect of different systems on the global antitrust legal system? Can anti-competitive practices engaged in by large multinationals be deterred by the current system? Some of the issues explored, such as the pros and cons of the harmonization of laws, have implications for other areas of law as well. This class has a final exam. Participation may be considered in final grading.

Previously:

  • Spring 2022: Michal Gal

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

Previously:

  • Winter 2022: Eric Budish
  • 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 two longer capstone assignments.

Previously:

  • Spring 2022: Joan E. Neal
  • Winter 2022: Joan E. Neal
  • Autumn 2021: Joan E. Neal and Michelle M. Drake
  • 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

Contracting and Business Strategy

This seminar focuses on how to negotiate, structure, and govern contracts from both a legal and a business (strategy) standpoint. It focuses on how to choose a contracting partner, devise a negotiation strategy, and structure not only the core legal terms you have studied before, but also the key work-a-day contract provisions that make business relationships successful. Discussion will focus on how to best facilitate commercial cooperation, encourage product and process innovation, and structure value creating deals. Emphasis is placed on the role that nonlegal mechanisms and business considerations 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 (always with the option to note their disagreement with their team in the team journal), 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 based on individual and 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:

  • Autumn 2021: Lisa Bernstein

Copyright

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 2022: Randal C. Picker
  • Winter 2021: Saul Levmore
  • Autumn 2019: Randal C. 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 2022: Steven N. Kaplan
  • 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 a 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 2021: Forrest James Deegan
  • Autumn 2020: Forrest James Deegan
  • Autumn 2019: Forrest James Deegan
  • Autumn 2018: Forrest James Deegan

Cross-Border Transactions: Law, Strategy & Negotiations

This is a short class scheduled for Mon-Thurs., Sept. 27-30 only.

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 2021: Tarek Sultani

Current Debates in Antitrust, Bankruptcy, Corporate & Securities Law: The ABCS of Stakeholderism

After a series of pitched intellectual battles, various fields of business law each came to focus on a single constituency. Antitrust came to focus on consumer prices, instead of protecting competitors or the political process from domination by large firms. Bankruptcy came to focus on creditor interests, instead of protecting employees or local communities from the collapse of distressed firms. Corporate law came to focus on shareholder interests, instead of protecting workers, creditors, the environment, or surrounding communities. And securities regulation came to focus on investors in public companies, instead of the full range of constituencies that could benefit from improved disclosures.

But this clean allocation of responsibility has come under increasing strain. A wave of reformers has sought to extend each field to protect a broader range of stakeholders. In each area, they have been met with a fierce counterattack. Studying these debates together is worthwhile because stakeholderism can have advantages and disadvantages that cut across different fields, and because stakeholderism in one area can have complementary or contradictory effects in another.

This seminar will consider these current debates in business law. The seminar will not assume any prior knowledge of antitrust, bankruptcy, corporate law, or securities regulation. It will seek to provide useful framing concepts for students who go on to study those fields, while offering new insights and perspectives to students who have already taken those subjects. A series of reaction papers will be required to earn 2 credits. Students wishing to earn 3 credits will need to write an additional 10-15 page paper. Participation may be considered in final grading.

Previously:

  • Spring 2022: Aneil Kovvali

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 examination. Students wishing to earn 3 credits for the class may write a 10-12+ page research paper in addition to the final exam. This class begins in week 3 (first class will take place on April 5) of the quarter and the faculty will work with students to schedule two make up classes within the quarter. Participation may be considered in final grading.

Previously:

  • Spring 2022: James Whitehead
  • 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 2022: Elizabeth Kregor and Catherine Gryczan
  • 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 lawyers 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:

  • Autumn 2021: Joan E. Neal
  • Winter 2021: Joan E. Neal
  • Winter 2020: Joan E. Neal
  • Winter 2019: Joan E. Neal

Greenberg Seminars: Effective Altruism

Professors Levmore and Roin and occasional Visitors. Entirely in-person at the professors' home. This Greenberg Seminar will explore ideas about the "efficient" or most effective ways to be other-regarding. The questions are economic, philosophical, and very personal. Should we earn money and give it away to good causes or work for a cause more directly? Should we choose careers that are self-fulfilling or that benefit others? Should law encourage corporations to be ESG (environmental, socially minded, and governance sensitive) oriented rather than shareholder wealth maximizing? Readings will begin with "The Most Good You Can Do" by Peter Singer (you might want to read it as soon as you know you're in the Seminar, and then further readings will be paid for and delivered to you by the professors. This Greenberg will meet on five of the first seven Wednesdays of the Winter quarter, from 6-8 or 7-9 pm depending on the weeks. Likely meeting dates are: January 5, January 12, January 19, January 26, February 2, but please hold on to February 16 and February 23 in case these are needed.

Previously:

  • Winter 2022: Saul Levmore and Julie Roin

Greenberg Seminars: Leadership from the Female Perspective

This is a year long seminar. We will read books and other pieces of writing by female chief executive officers, politicians, athletes, and other leaders in their industries, and discuss those pieces during each session. Discussion and readings may touch on topics such as how the female experience of leadership differs depending on industry, role, and characteristics of a woman's colleagues (for example, how the experience of a female general counsel of a professional sports team might be different from a female captain on an all-female athletic team), general perspectives on leadership styles, and others as determined throughout the year based on the ultimate readings selected. Graded Pass/Fail and is worth 1 credit which defaults to the autumn quarter.

Previously:

  • Autumn 2021: Emily Underwood and M. Todd Henderson

Greenberg Seminars: Race and Capitalism

This is a year long seminar. This Greenberg seminar will examine the relationship of ideas of race and American (and global) markets. We'll read historical and contemporary work on the relationship of race and capitalism. Graded Pass/Fail and is worth 1 credit which defaults to the autumn quarter.

Previously:

  • Autumn 2021: Daniel Abebe and Aziz Huq

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 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 2022: Emily Underwood
  • Winter 2022: Emily Underwood
  • Autumn 2021: Emily Underwood
  • 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-program/.

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, 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 2022: Emily Underwood
  • Autumn 2021: Emily Underwood
  • 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 2022: Elizabeth Kregor and Catherine Gryczan
  • Winter 2022: Elizabeth Kregor and Catherine Gryczan
  • Autumn 2021: Elizabeth Kregor and Catherine Gryczan
  • 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 2021: Michael Friedman
  • Autumn 2020: Michael Friedman
  • Autumn 2019: Michael Friedman
  • Autumn 2017: Michael Friedman

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 2021: Jared Earl Grusd
  • Autumn 2020: Jared Earl Grusd

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 Kennedy

Mergers and Acquisitions

This course will examine the acquisition and sale of public and private companies in the US M&A market. The first part of the course will focus on the M&A process for the sale of privately held companies, including subsidiaries of public companies. This part of the course will dissect and analyze the key provisions of, and issues regarding, private stock and asset acquisition agreements, including representations, covenants, closing conditions, indemnification provisions, rep & warranty insurance, earn-out provisions, purchase price adjustments, auction tactics, material adverse effect clauses and the "no indemnity" and "no reliance" provisions increasingly favored by private equity sellers. Student teams will review and "mark-up" a stock purchase agreement. The second part of the course will focus on the acquisition of public companies, including the SEC takeover rules and the fiduciary duties imposed on directors by Delaware law, including the Revlon, Unocal, Van Gorkum and Del Monte decisions, as well as financial advisors, special committees and defensive tactics such as shareholder rights plans. Finally, the course will discuss the use of letters of intent and confidentiality agreements. Prerequisite: Business Organizations. This class has a final exam and a series of research papers (10-12 pages). Participation may be considered in final grading

Previously:

  • Spring 2022: James Junewicz
  • 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 a final examination. The syllabus for the last version of the course is located at http://picker.uchicago.edu/NetIndus/Syllabus.htm.

Previously:

  • Spring 2022: Randal C. Picker
  • 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 an in-class final examination. Students from all backgrounds -- technical or not -- are encouraged to enroll. This class has a final exam. Participation may be considered in final grading.

Previously:

  • Spring 2022: Jonathan Masur
  • Spring 2021: Jonathan Masur
  • Spring 2020: Jonathan Masur
  • Spring 2019: Jonathan Masur
  • Spring 2018: Jonathan Masur

Privacy Law

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; state data protection laws, European privacy law; the relationship between privacy and the First Amendment; and restrictions on governmental investigations and surveillance. The student's grade is based on a final examination and class participation.

Previously:

  • Spring 2022: Lior Strahilevitz
  • 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 a final exam, several short response papers, and a class participation component. This seminar will fulfill the professional responsibility requirement. Please note that the first class meeting will take place on January 10 (second week of classes) and a make-up session will be scheduled for the missed class session.

Previously:

  • Winter 2022: Daniel Feeney, Brant Weidner, and John C. Koski
  • Winter 2021: Daniel Feeney, John C. Koski, and Brant Weidner
  • Winter 2020: Daniel Feeney, John C. Koski, and Brant Weidner
  • Winter 2019: Daniel Feeney

Regulation of Drug, Devices, Biologics, and Cosmetics

This course explores legal and policy issues in the federal regulation of drugs, medical devices, biologics, and cosmetics. It will examine substantive standards applicable to these products and procedural issues in the enforcement of these standards. It will also address the tension between state and federal regulation in this area, constitutional constraints on such regulation, the conflict between state tort law and federal regulation, and a variety of other issues relating to the development and marketing of regulated products. These issues are particularly timely and important in light of the COVID-19 pandemic. The student's grade is based on class participation and a final examination or major paper (20-25 pages). Participation may be considered in final grading.

Previously:

  • Spring 2022: Jack Bierig

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 in-class examination. Instructor consent not required.

Previously:

  • Spring 2022: Stephen Ritchie and Mike Carew
  • Spring 2021: Stephen 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.

Previously:

  • Winter 2022: Randal C. Picker
  • 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 examination. Participation may be considered in final grading.

Previously:

  • Autumn 2021: Omri Ben-Shahar
  • Autumn 2020: Omri Ben-Shahar
  • Winter 2020: Omri Ben-Shahar
  • Winter 2019: Omri Ben-Shahar
  • Winter 2018: Omri Ben-Shahar