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Commercial, Business, and Labor Law Courses

Professor M. Todd Henderson

The courses listed below provide a taste of the Commercial, Business, and Labor Law courses offered at the Law School, although no formal groupings exist in our curriculum. This list includes the courses taught in the 2021-22 and 2022-23 school years. Not all of these courses are offered every year, but this list will give you a representative sample of the variety of courses we might offer over any two-year period. Other new courses will likely be offered during your time at the Law School.

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

You may also be interested in reading about our Doctoroff Business Leadership Program.

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Courses

Accounting and Financial Analysis

This course is designed to quickly introduce you to (or, preferably, refresh your knowledge of) basic financial accounting [first two weeks of class] and then aims to aggressively increase your ability to be a highly sophisticated user of financial statements. After taking this course, you should improve your ability to determine a firm's accounting policy for a particular type of transaction and to determine how that policy choice affects its primary financial statements. You will also learn how to question whether these effects fairly reflect the underlying economics of the firm's transactions. Asking these questions involves an interplay between accounting, economics, finance, law and business strategy. You should therefore greatly improve your ability to use an accounting report as part of an overall assessment of the firm's strategy and the potential rewards and risks of dealing with the firm. It is REQUIRED that students registering for this course have a thorough exposure to accounting course work, at least at the level provided by the Booth course Financial Accounting (B30000). Fundamentals of Accounting for Attorneys (LAWS 79112 or 53260) does not provide a sufficient foundation for this course. Students who have not taken B30000, but feel they have taken an equivalent level of accounting coursework, must petition for a waiver from Professor Berger at Philip.berger@chicagobooth.edu.

This class has a final exam and a series of reaction papers. Participation may be considered in final grading.

Previously:

  • Spring 2023: Philip Berger
  • Spring 2022: Philip Berger
  • Spring 2021: Philip Berger
  • Spring 2020: Philip Berger
  • Spring 2019: Philip Berger
  • Spring 2018: Philip Berger

Advanced Antitrust: Mergers and Acquisitions

When firms merge, they are subject to liability under section 7 of the Clayton Act, which prohibits mergers that "substantially lessen competition." The statute has spawned numerous famous and influential cases in the Supreme Court and lower courts. In the past several decades, the Merger Guidelines of the Justice Department and FTC have had outsized influence. But in recent years, the law has been subject to significant criticism and debate. This course explores the treatment of mergers and acquisitions under the antitrust laws, with emphasis on history, theory, the current debate, and the merger disputes of the modern digital economy. Prerequisite is Antitrust. Students who have not taken Antitrust who seek to bid for the seminar, must gain consent from the instructor first. This seminar will have a final exam. Participation may be considered in the final grading.

Previously:

  • Winter 2023: Eric Posner
  • Spring 2021: Lisa Bernstein

Advanced Issues in Delaware Corporate Law

This course examines current hot topics in Delaware corporate law, relying principally on judicial decisions and academic or practitioner commentary. It is not a high-level survey course; instead, the course will consider issues such as why Delaware occupies a dominant position in the field of corporate law, and will explore particular aspects of that law, including judicial standards of review, common law fiduciary duties of managers and directors, change of control transactions, conflict transactions, poison pills, and defensive mechanisms-all in the context of particular decisions by the Delaware Court of Chancery and Supreme Court. The class is intended to be a focused course on how corporate law is made in Delaware, as well as the policy reasons underlying its law. Grades will be based on class participation and a final exam. A basic corporations law course is preferred, but not a prerequisite.

Previously:

  • Spring 2023: William Chandler and Lori Will
  • Spring 2022: William Chandler and Lori Will
  • Spring 2021: William Chandler
  • Spring 2020: William Chandler
  • Spring 2018: William Chandler

Advanced Issues in Investment Manager Regulation and Hedge Fund Formation

This seminar will explore cutting edge issues and complexities within the constantly changing landscape of Investment Manager regulation by the SEC, as well as the formation of hedge fund investment vehicles and investor relations. The class will be co-taught by an investment professional and a lawyer, looking at the relationship between the two specialties. The students will explore the business and legal decisions that go into building and operating an investment advisory firm and forming all of the related pooled investment funds. The seminar will have an entrepreneurial focus on the legal and business challenges involved in building this type of business from the ground up in a highly regulated industry. William Heard is the Founder, CEO and CIO of Heard Capital LLC. Erin Casey is the General Counsel, CCO and CAO of Heard Capital LLC. There are no pre-requisites for this course. For purposes of grading, students may elect either a paper or a pitch project, both of which will be discussed at the first class meeting. Students will also have the option of submitting a major paper (6000-7500 words) for 3 credits.

Previously:

  • Spring 2023: Erin Casey and William Heard
  • Winter 2022: Ryan Dahl
  • Winter 2021: Ryan Dahl

Advanced Restructuring Practice: Legal and Financial Strategies

Complex corporate restructurings will almost always involve a mix of legal, business, and financial advice. This seminar will focus on identifying practical issues faced by restructuring lawyers in connection with fundamental aspects of restructuring practice, including: (i) identifying a capital structure, capital structure problems, and their solutions; (ii) the key legal relationships between a borrower and its creditors and between the creditors themselves; (iii) what happens when a borrower is running out of cash; and (iv) the recent trend in so-called "Liability Management" transactions.

This class requires a series of reaction papers. Participation may be considered in final grading.

Prerequisites: Bankruptcy (recommended but not required); Secured Transactions (recommended but not required).

Previously:

  • Winter 2022: Ryan Dahl
  • Winter 2021: Ryan Dahl

Advanced Topics in Corporate Reorganizations

This 2-credit seminar explores emerging issues in corporate reorganization. We are principally interested in the ever-present tension between bankruptcy law and policy and the practical reality of managing a company's business in Chapter 11. The seminar will address such broad topics as restructuring support agreements, asset sales, post-petition financing, structured dismissals, and the role of creditors' committees. Final grade will be based on: a series of short reaction papers, class participation.

Previously:

  • Spring 2022: Douglas Baird and Christopher Sontchi
  • Spring 2020: Douglas Baird and Christopher S. Sontchi
  • Spring 2018: Douglas Baird and Christopher S. Sontchi

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 6000-7500 words, or a major research paper (6000-7500 words), both for three credits. Two class sessions may be held remotely, but all others will be in-person.

Previously:

  • Winter 2023: Chad Doellinger
  • Spring 2022: Douglas Baird and Christopher Sontchi
  • Spring 2020: Douglas Baird and Christopher S. Sontchi
  • Spring 2018: Douglas Baird and Christopher S. Sontchi

Antitrust Law

This course covers antitrust law, which is the law that regulates competition in the marketplace. Topics include collusion, monopoly, and mergers, 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 2023: Eric Posner
  • Winter 2023: Randal Picker
  • Winter 2022: Chad Doellinger
  • Winter 2021: Chad Doellinger
  • Winter 2020: Chad Doellinger
  • Winter 2019: Chad Doellinger

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 (6000-7500 words) and class participation.

Previously:

  • Autumn 2022: William M Landes and Anthony Hirschel
  • 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

Artificial Intelligence, Data Analytics, and Law

This course is an introduction to the fundamentals of artificial intelligence (AI) and data analytics, and their use in legal studies, legal practice, and policy making. We introduce the theoretical basis for AI and data analytics and cover the techniques of decision trees, regression analysis, logistic model, clustering, deep learning, and causal inference. We then explore how these methods can be used in a range of legal areas, including property and intellectual property, contract, criminal law, corporate and financial regulation, and judicial behavior. The focus is on real-world uses of AI and data analytics in law and their underlying intuition and logic. Consider the following: (i) Recent machine learning algorithms outperform judges in making parole decisions; that is, algorithms are now better at predicting the risks associated with the release of criminal suspects. (ii) AI is better than human experts at identifying technological innovations and determining patentability. (iii) The performance of simple decision-tree algorithms is better than that of experienced lawyers in predicting the decisions of the US Supreme Court. (iv) Natural language processing (NLP) is used in interpreting contracts. (v) Algorithms can assist firms in their decisions on nominating corporate directors. We examine specific publications and examples to show how algorithms accomplish these and many other tasks related to law. Programming is not the focus of this course; the instructor does not assume familiarity with statistics, data science, or programming. This seminar will be graded on a series of Short Reaction Papers (≥ 3000-3500 words).

Previously:

  • Spring 2023: Zhuang Liu

Bankruptcy and Reorganization: The Federal Bankruptcy Code

This course studies the Federal Bankruptcy Code and the law of corporate reorganization. Topics include the rights of creditors in bankruptcy, the relationship between bankruptcy law and state law, the treatment of executory contracts, bankruptcy planning, the restructuring of corporations in Chapter 11, and the procedure for confirming plans of reorganization. There are no prerequisites for this course. This class has a final exam.

Previously:

  • Winter 2023: Anthony Casey

Behavioral Law and Economics

This seminar will explore a set of frontier issues at the intersection of law and human behavior, including people's conduct under risk and uncertainty; the commitment to fairness; social influences and peer pressure; extremism; adaptation; happiness; discrimination; and judicial behavior. Some discussion will be devoted to the uses and limits of paternalism. Grades will be based on class participation and a series of research papers totaling 6000-7500 words.

Previously:

  • Winter 2023: Jonathan Masur
  • Autumn 2022: Jonathan Masur

Blockchain, Crypto, and the Law

Cryptocurrencies and the blockchain have been a hot topic for several years, garnering unprecedented financial, technological, and regulatory attention. Fitting new technologies into existing legal frameworks requires a combination of creativity and brute force. This course runs through the major legal issues that have arisen in the blockchain / crypto space. Some have been answered, at least tentatively. And others are the subject of roiling debate. Grades will be based on a paper (approximately 1500 words) as well as a group project concerning the topics taught in the class.

If you took Blockchain, Cryptocurrencies, and Web3 you will not be able to take this seminar.

Previously:

  • Winter 2023: Matthew Ford and Katharine Roin

Blockchain, Cryptocurrencies, and Web3

This course provides a non-technical introduction to blockchain technology, an introduction to several important use cases (including cryptocurrencies, smart contracts and financing investment),and discusses both economic and legal issues that arise from these use cases. We will cover, among other things, smart contracts, the economics of mining, token economics (including pricing), defi, NFTs, securities and tax law issues. This class requires a series of reaction papers. Participation may be considered in final grading.

Previously:

  • Autumn 2022: Anup Malani and Anthony Zhang

Business Organizations

This course examines law that allows for the creation and governance of business entities, including partnerships, corporations, and limited liability companies, with special emphasis on corporations and corporate governance. The course explains and makes use of some concepts from financial economics, but no prior experience with economics or finance is needed. To the contrary, it is a means of learning and becoming comfortable with how businesses work and why they and the legal restrictions they face have acquired their current details. A major aim is to equip students with the knowledge to take advanced courses, to counsel businesses and practice transactional law, but also to understand the stakes and the vulnerable points if they choose careers as litigators or regulators. Perhaps one quarter of the course is devoted to takeovers by one company of another, but otherwise the course does not overlap with Securities Regulation, Corporate Taxation, or Antitrust. Students who expect to pursue careers in business law normally take the course in Business Organizations early in their law school careers.

This class has a final exam.

Three textbooks are listed for the class. You may want to purchase only one of the three listed. Students wanting to add this class or add to waitlist during add/drop should email the registrar at registrar@law.uchicago.edu.

Previously:

  • Spring 2023: Saul Levmore
  • Winter 2023: M. Todd Henderson
  • Autumn 2022: Anthony Casey

Business Planning

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

Previously:

  • Winter 2023: Keith Crow and Anthony Sexton

Capital Markets Transactions

This course will delve into the major legal and practice issues presented by capital markets transactions conducted in the US, including initial public offerings, "shelf" offerings, private placements and offerings of high yield securities. Grades will be based on five substantial take-home written assignments (20-30 pages combined) and class participation.

Prerequisites: Securities Regulation (may be taken concurrently); Corporations / Business Organizations.

Previously:

  • Winter 2022: James Junewicz
  • Winter 2021: James Junewicz

Climate Change and the Law

Climate Change and the Law will address doctrinal issues related to climate change. Students will study international climate agreements, the law of climate attribution, and other issues about how the law can be used to address the climate crisis. Readings will be posted on Canvas. Students will be evaluated on the basis of a paper and a presentation. Enrollment limited to 14. Participation may be considered in final grading. Interested students should submit a brief statement of interest to the professors no later than 5pm on Monday, February 21 (hajin@uchicago.edu and jmacey@uchicago.edu).

Previously:

  • Spring 2023: Hajin Kim and Joshua Macey

Collateral Consequences of Criminal Convictions

This seminar will explore the ways in which having a criminal record changes people's lives, as well as the broader social and public safety impact of those consequences, including distributive consequences along racial and socioeconomic lines. We will explore the many "collateral legal consequences" of criminal convictions (that is, legal consequences other than the sentence), constitutional theories for challenging those consequences, and socioeconomic hurdles facing people with records, especially those reentering society from prison. We'll also evaluate, from an interdisciplinary perspective, various legal and policy interventions designed to help people with records overcome these obstacles and avoid criminal recidivism. This class requires a major paper (20-25 pages). Participation may be considered in final grading.

Previously:

  • Spring 2022: Sonja Starr
  • Spring 2021: Sonja Starr

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 a required series of reaction papers. Participation may be considered in final grading.

Previously:

  • Winter 2023: Eric Budish

Contract Drafting and Review

This seminar will serve as an introduction to contract 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 on class participation, a series of substantial out-of-class weekly drafting exercises, and two capstone assignments.

Previously:

  • Spring 2023: Michelle M. Drake
  • Winter 2023: Joan Neal and Michelle M. Drake
  • Autumn 2022: Joan Neal and Michelle M. Drake

Contract Law for LL.M. Student

The materials for this course give overview of key topics in US contract law (especially those that are most practice relevant but difficult like interpretation and damages) but the course devotes much of its in-class time to subjects more directly relevant to the practice of contract law including: how to choose a contracting partner who can innovate, different approaches to negotiating agreements that will work well in practice, how to review and draft actual agreements (focusing on both procurement and biotechnology agreements), and how to choose the law and dispute resolution forum best suited to the transaction. Attention is also paid to how to use both legal and nonlegal sanctions and a variety of monitoring mechanism to induce contractual performance. Students will do some work individually and some in groups (both in and out of class). Grade is part class participation/group work and part individual written assignments. There is no exam. This course does not directly prepare students for the bar, although optional videos that will aid in that endeavor are provided for those who seek this type of learning.

Previously:

  • Autumn 2022: Lisa Bernstein

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. LLM Students who were enrolled in Contracts for LLMs with Prof. Bernstein need instructor consent to bid on this class.

Previously:

  • Spring 2023: 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:

  • Autumn 2022: Randal Picker

Corporate Boards

In this seminar, we will simulate meetings of a board of directors of a hypothetical company. Each week, a team of three students will serve as members of management. Typically, they will act as Chairman of the Board/CEO and other members of management, including General Counsel and Chief Financial Officer, although those positions may vary, depending upon the details of the case. The balance of the class will act as board members and will receive position descriptions for their respective roles. Each week, the board will face a discrete issue of corporate governance as the company confronts a crisis. This course will emphasize the drafting of presentations, agendas, resolutions, and other legal, business, and strategy documents for boards and board committees. The course also requires a research paper focused on a current topic in corporate governance,

As stated above, student teams will take turns serving as the Chairman of the Board/CEO, General Counsel, and Chief Financial Officer (or a different member of the management team, as deemed appropriate), leading the board of directors through a discussion of the most critical issues in each case. The management presenters will have two weeks leading up to each class to conduct legal and other research, to communicate amongst themselves, with other classmates, and with external stakeholders and shareholders (played by Professor Kamerick). The Chairman/CEO will present the case and run the meeting with the assistance of the General Counsel and the CFO or other members of management. Professor Kamerick will lead follow up sessions to discuss and critique each management team's presentation and materials. The course will focus on the normal functioning of United States publicly listed companies, as well as on the duties of directors in times of crisis or significant change for the corporation. Grades will be based on class participation and a final paper (6000-7500 words) on a governance topic agreed to with Professor.

Prerequisite: Corporations/Business Organizations

Previously:

  • Autumn 2022: Eileen Kamerick

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

Corporate Criminal Prosecutions and Investigations

The criminal investigation and prosecution of large-scale corporate fraud and corruption are among the hottest areas of focus for prosecutors and the criminal defense bar. This seminar is designed for students interested in learning about the various aspects of uncovering, investigating, defending, prosecuting, and resolving corporate criminal matters under state and federal law, including those arising under the Foreign Corrupt Practices Act. The seminar will address legal and practical issues and concerns from the perspective of the prosecutor, the defense attorney, and in-house counsel. Among other topics, students will learn about: (i) foundational principles of corporate criminal liability; (ii) the whistleblower frameworks under the Dodd-Frank Act and Sarbanes-Oxley Act; (iii) conducting internal investigations as well as government investigative techniques and tools; (iv) strategic considerations for the prosecutor and defense lawyer in white collar criminal investigations; (v) prosecutorial and SEC charging policies, including creating incentives to encourage voluntary disclosure and cooperation; (vi) pre-trial diversion, including deferred and non-prosecution agreements; (vii) compliance monitors and the monitorship process; (viii) the Foreign Corrupt Practices Act; and (ix) proposals for corporate criminal reform. The seminar will introduce students to this multi-faceted area of the law, and expose students to real-world considerations involved in advising corporate clients and their officers, directors, and employees. This is a three-credit class. The student's grade will be based on a major paper (6000-7500 words) and class participation. Papers are eligible to satisfy the writing project (WP) requirement and will be due approximately four weeks after final exams for the Winter quarter.

Previously:

  • Winter 2023: Andrew Boutros

Corporate Finance

This course provides an overview of the application to law of the basic principles of corporate finance and financial economics. Topics include the concept of discounting and present value, portfolio theory and diversification, the theory of efficient capital markets and its applications in securities litigation, corporate capital structure and bond covenants, and the analysis of options and other derivative instruments. The principles and concepts of corporate finance are essential to understanding modern corporate transactions. Increasingly, lawyers must understand these principles in order to structure transactions in ways that achieve particular business objectives. The concepts in this class are also of great value to lawyers outside the corporate area: financial principles can be fruitfully applied to a wide variety of legal questions, ranging from estate planning to the calculation of tort awards. This class assumes no background in finance, and is aimed primarily at students with little or no prior exposure to the field (rather than those with an MBA or with an undergraduate finance major).It does not use any mathematics beyond basic arithmetic and some simple algebra.

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

Previously:

  • Winter 2023: Dhammika Dharmapala

Corporate Governance

Through the production of goods and services, innovation, employment and occasional misbehavior, publicly-held corporations in the U.S. exert an enormous impact on the lives of individuals and the economy in general. How (and how well) corporations are governed greatly influences what that impact will be. Since the early 1990s, there has been a significant increase in the attention given to corporate governance by investors, lawyers, academicians, politicians and the press. This seminar will provide students with a deep understanding of applicable legal, regulatory, market and political influences on corporate governance, an appreciation for the historical development of the current system of governance and insights into current "hot" issues and the continuing evolution of governance. We will discuss critical issues such as for whose benefit is a corporation to be governed and what is the proper balance of decision-making authority between and among shareholders, directors and CEOs and their management teams . There will be a heavy emphasis on the role of counsel to the enterprise as a whole and on the practical aspects of advising officers and directors, including the coordination of multi-disciplinary teams. Corporations and securities law courses provide highly desirable background, but are not prerequisites. Grades will be based upon: a final take-home exam (2 credits) or a full-length paper (3 credits) which can be used to satisfy WP requirements. In all instances, class participation will also be taken into account. Enrollment will be limited to 30 students, including up to an aggregate of 10 students from the LL.M. program, Chicago Booth, Harris and the Department of Economics.
Previously:

  • Autumn 2021: Thomas A. Cole
  • Autumn 2020: Thomas A. Cole
  • Autumn 2019: Thomas A. Cole
  • Autumn 2018: Thomas A. Cole
  • Autumn 2017: Thomas A. Cole

Corporate Governance in Emerging Markets

This seminar provides an overview of recent developments and scholarship relating to corporate governance, primarily from a "law and finance" perspective. It particularly emphasizes the context of developing and transitional economies and other jurisdictions without a long tradition of strong corporate and securities law and enforcement. Topics vary each year, but generally include an emphasis on the distinctive legal and governance issues raised by firms with controlling shareholders, the legal and institutional preconditions for stock market development, and the increasingly salient area of environmental, social and governance (ESG) issues, corporate social responsibility (CSR), and corporate purpose. While some background in areas such as corporate and securities law would be helpful, there is no formal prerequisite for the seminar. Some readings from the "law and finance" literature will be interdisciplinary in approach, and some undertake statistical analysis. However, no background in finance or statistics will be assumed. Rather, the emphasis will be on understanding the implications of the readings for law and policy. Final grade will be based on a major paper (6000-7500 words).

Participation may be considered in final grading.

Previously:

  • Spring 2023: Dhammika Dharmapala

Corporate Governance: Theory and Practice

This class provides an introduction to the foundational policy debates in corporate law, as well as some of the fundamental economic concepts that informs those debates. The key feature of the public corporation is Adolph Berle and Gardiner Means' insight concerning the separation of ownership and control: in many cases, the managers of the firm who run the business are not the owners. This separation creates organizational problems known as agency problems. As the readings indicate, much of corporate law is directed at mitigating agency problems, including by incorporating internal governance mechanisms (such as the board of directors and shareholder voting), as well as by facilitating external governance mechanisms (such as the market for corporate control). We will explore these issues, as well as other perspectives, in depth and make them concrete with discussions of real world events and issues. This class requires a series of reaction papers. Participation may be considered in final grading. This is a short class that will meet May 2, 4, 5, 9, 11 only.

Previously:

  • Spring 2022: Dorothy Shapiro Lund

Corporate Tax I

This course examines income tax aspects of the formations, distributions, and liquidations of corporations. The focus is on transactional and planning aspects of the corporate tax. Prerequisite: Introductory Income Taxation required except with permission of the instructor. The student's grade is based on class participation and a final examination.

Previously:

  • Winter 2023: David A. Weisbach

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 2023: Steven Kaplan

Criminal Justice and Human Rights in China

The legal and political system in the People's Republic of China increasingly impacts the international stage. This course will explore the major issues of China's criminal justice and human rights, including constitutional rights and freedoms, policing, lawyering, trial, torture, the death penalty, ethnicities (Uyghurs, Tibetans, Hong Kong), civil society and human rights movement, China's role in international human rights, and what these problems matter to a potential political change. There will be a series of short research papers (6000-7500 words). Participation may be considered in the final grading.

Previously:

  • Spring 2023: Teng Biao and Johanna Ransmeier

Cross-Border Transactions: Law, Strategy & Negotiations

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

Previously:

  • Autumn 2022: Tarek Sultani

Cross-Border Transactions: Lending

The worlds of corporate finance and secured transactions reform interact to make cross-border lending a dynamic, cutting-edge field of law. Due to the rapid globalization of U.S. business, U.S. banks and other lenders are increasingly asked to finance the international business activities of U.S. middle-market companies, often in countries with laws that differ greatly from U.S. secured transactions laws. At the same time, the United Nations Commission on International Trade Law (UNCITRAL), the World Bank and other international organizations are actively encouraging developing countries, where access to capital often is limited, to modernize their secured transactions laws to make low-cost secured credit available to small and medium-sized enterprises, thereby creating jobs, raising standards of living and contributing to a country's overall economic growth and political stability. This seminar explores both worlds. Students will examine the broad array of legal and practical issues encountered by U.S. lenders as they make loans to foreign companies, obtain security interests in foreign collateral and finance foreign corporate acquisitions. They will also study recent initiatives in secured transactions reform, and consider how these initiatives exert a profound influence on cross-border corporate finance in developed as well as developing countries. The seminar is taught by Richard Kohn and William Starshak, both partners in the Chicago law firm Goldberg Kohn Ltd., who specialize in representing institutional lenders in structuring and documenting complex cross-border loans. Both also have been active in secured transactions reform with UNCITRAL and other international organizations. Because cross-border lending touches upon many areas of law, the seminar provides a useful introduction to international commercial transactions in general.

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

Previously:

  • Winter 2023: Richard Kohn and William Starshak

 

Current Controversies in Corporate and Securities Law

This seminar deals with the most important recent developments in U.S. (and to some extent global) corporate and securities practice. The seminar and discussions provide analysis of the legal, political, and economic implications of these developments. Students may select a paper (law firm style memo) topic from a list provided in the first class, or with the instructor's permission, choose their own topic. Many of the suggested topics will relate to an industry area, which for 2022-23 will include controversies over regulation of foods (e.g., foie gras, haggis, sugary drinks, overfishing . . .) and controversies about legal protections given to special foods (Champagne, Parmesan cheese, saffron from Spain but not from Iran, oat "milk" ...) Each student submits one paper or two shorter papers and gives an oral presentation and analysis of another student's paper(s).

Previously:

  • Winter 2023: Richard Shepro

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

Derivatives in the Post-Crisis Marketplace

In this seminar, we will explore the vital role that derivatives such as futures, forwards, options and swaps play in the financial system and the impact that post-crisis reforms have had on the derivatives marketplace. We will begin with a brief history of derivatives, an introduction to the core building blocks of the product and an overview of the agencies, regulations and statutes governing derivatives use, including the Bankruptcy Code and similar restructuring and resolution laws. We will then explore the role that derivatives played in the financial crisis and discuss the regulatory architecture put in place to mitigate the perceived risks of derivatives both in the U.S. under the 2010 Dodd-Frank Wall Street Reform and Consumer Protection Act and abroad under various regimes. In order to understand some of the law's grey areas, we will also discuss pivotal case law, including Metavante and Lomas. Turning to the future, we will evaluate changes in the current marketplace, explore trends in derivatives use and delve into new trading architectures such as central clearing and blockchain, with a particular focus on the regulatory challenges these technologies pose and due consideration to the current tumultuous macroeconomic climate. We will touch on recent events such as the Archegos meltdown and "GameStop" controversy. We will conclude with an in-depth discussion of the credit default swap auction process by reference to case studies such as Codere, Hovnanian, iHeart and Windstream. Grades will be based on a paper (6000-7500 words) on a topic of the student's choice as well as class participation.

Previously:

  • Autumn 2022: Jaime Madell

Derivatives, Repo, and Prime Brokerage - Negotiation and Practical Analysis

In this hands-on class, students will learn the fundamentals of the negotiation and legal structuring of derivatives and related instruments such as repo and prime brokerage. Students will engage in simulated negotiation, drafting and issue-spotting, with a focus on the challenges regularly confronted by practitioners in the private equity and opportunistic credit spaces. Class will be a mix of lecture and simulated implementation of trading programs for hypothetical clients. Grades will be based on a mix of class participation and negotiation projects.

Previously:

  • Spring 2022: Jaime A. Madell

Disability Rights Law

This course will focus on the Americans with Disabilities Act (ADA), including the interpretation of the definition of disability and the subsequent ADA Amendments Act; employment discrimination; the Supreme Court's Olmstead decision guaranteeing community integration; and the ADA's application to healthcare, education, websites and criminal justice. In addition to the ADA, the seminar will review disability laws related to special education and housing.

This class requires a series of very short reaction papers and an 2350-3000 word term paper (for 2 credits). To earn 3 credits students must write a term paper of 3500-4400 words in addition to the reaction papers. Participation may be considered in the final grading.

Previously:

  • Winter 2023: Barry Taylor

Employee Benefits Law

This seminar will provide an introduction to the Employee Retirement Income Security Act (ERISA) and other federal statutes regulating employee benefit plans in the private sector. The course will cover many types of plans, including defined benefit pension plans, individual account retirement plans (such as 401(k) plans), medical plans, other welfare benefit plans and executive compensation programs. It will provide a basic understanding of fiduciary standards governing plan administration and the investment of plan assets; minimum standards for benefits and funding; benefit claim dispute resolution procedures and standards of judicial review; federal preemption of state laws; and key issues which arise in ERISA litigation. The course is intended for students interested in a broader labor and employment practice; a mergers and acquisitions or general corporate practice; or a civil litigation practice. Although our primary mission will be to prepare students for the practice of law, we also will explore whether the law governing employee benefit plans is operating effectively and in accordance with its stated purposes. Students will be graded on class participation and on short reaction and/or research papers. There are no prerequisites required for this seminar.

Previously:

  • Autumn 2021: Charles Wolf and Philip Mowery
  • Autumn 2020: Charles Wolf
  • Autumn 2019: Charles Wolf and Philip Mowery
  • Spring 2019: Charles Wolf and Philip Mowery
  • Autumn 2018: Charles Wolf and Philip Mowery

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.

Participation may be considered in final grading.

The first class session for Employment Law will be held on Wednesday, April 5. Two make-up sessions will be scheduled at a later date.

Previously:

  • Spring 2023: James Whitehead

Employment Law Clinic

Randall D. Schmidt and his students operate the Clinic's Employment Law Clinic. The Clinic focuses primarily on pre-trial litigation and handles a number of individual cases and class actions. In individual cases, the Clinic represents clients in cases in federal court or the Illinois Human Rights Commission and seeks to obtain relief for clients from race, sex, national origin, and handicap discrimination in the work place. In the class actions, the Clinic represents groups of employees in employment and civil rights actions in federal court. Additionally, the Clinic is appointed each year to represent a few clients in appeals pending before the 7th Circuit Court of Appeals and in settlement conferences in the District Court for the Northern District of Illinois. Finally, in addition to its individual cases and law reform/impact cases, the Clinic seeks to improve the procedures and remedies available to victims of employment discrimination so that employees have a fair opportunity to present their claims in a reasonably expeditious way. To accomplish this goal, the Clinic is active in the legislative arena and participates with other civil rights groups in efforts to amend and improve state and federal laws. It is suggested, but not required, that all students in the Employment Law Clinic take the Employment Discrimination Law seminar. It is recommended that third-year students take, prior to their third year, either the Intensive Trial Practice Workshop or some other trial practice course. The student's grade is based on class participation. Academic credit varies and will be awarded according to the Law School's general criteria for clinical courses as described in the Law School Announcements and by the approval of the clinical faculty. Evidence is a prerequisite for 3L's in the clinic. The Intensive Trial Practice Workshop (or an equivalent trial practice course) is recommended for 3L's in the clinic.

Students will be evaluated on their written and oral work on behalf of the Clinic's clients.

Previously:

  • Spring 2023: Randall Schmidt
  • Winter 2023: Randall Schmidt
  • Autumn 2022: Randall Schmidt

Energy Law

Energy touches all of our daily lives, even as it historically remained unseen by the public eye and under-considered in the public discourse. Energy law governs the production, consumption, and disposal of energy resources.

This course examines energy law and policy in the United States. Energy law is interdisciplinary by nature, and our study of the field will reflect that. Energy law relies heavily on legal doctrine, but it also raises questions of policy, economics, and the environment. Accordingly, this course will rely on both (1) the traditional study of case law, statutes, and regulations and (2) case studies and materials that draw on and raise other aspects of energy law and policy.

The first part of the course surveys the world's primary sources of energy: coal, oil, biofuels, natural gas, hydropower, nuclear, wind, solar, and geothermal energy. This part also introduces you to the main themes that we will cover throughout the course, namely: (1) the tension between free markets and government regulation; (2) federalism issues and, more broadly, the division of U.S. regulatory authority governing energy production and use among federal, state, and local governmental units; and (3) balancing energy production and use with environmental protection. The second part of the course turns to the two major sectors of the U.S. energy economy: electricity and transportation. The third part of the course explores hot topics in energy law and policy that highlight the complex transitions taking place in today's energy systems. These topics include grid modernization and the continued role of nuclear energy.

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

Previously:

  • Winter 2023: Joshua C. Macey

​​​​​Energy Transactions Seminar

The Energy Transactions Seminar exposes students to current issues facing energy transactions practitioners. Topics covered include wind, solar, and pipeline project development, domestic and international upstream oil and gas, facilities procurement/construction, the natural resources curse, energy finance, and energy litigation/arbitration trends. The Energy Transactions Seminar also includes the West Africa exploration bid round simulation, in which teams bid on petroleum licenses in West Africa, engage in a multilateral negotiation with other teams to acquire and divest license interests, and then drill wells by rolling dice to determine which of the 50 petroleum prospects are discoveries.

The student's grade will be based upon in-class participation (15%), negotiation effectiveness and performance in the simulation (25%), and a final paper (60%).

Previously:

  • Spring 2023: Shelby Gaille

Enforcement Risk in Cross-Border Transactions

This seminar will examine enforcement risk and mitigation strategies encountered in international and cross-border transactions. In particular, we will spend time considering the contours of risk flowing from bribery, corruption, economic sanctions and money laundering issues. We will focus on legal and reputational risk, as well spend some time on financial risk incident in these transactions. Students will gain an in-depth understanding of key U.S. and foreign laws (like the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act) relating to cross-border enforcement, explore common red flags found in global transactions, explore how different transactions (including traditional "leveraged" buyouts, real estate, credit, and other alternative investment strategies) impact international risk mitigation strategies, and learn how to structure deals based on the varying risks presented.

This class requires a major paper (6000-7500 words).

Previously:

  • Spring 2023: Kim Nemirow, Asheesh Goel and Nicholas Niles

Entrepreneurship and the Law

This seminar examines how the law and legal counsel influence innovation and entrepreneurship in the US, whether by micro-enterprises or 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. Cumulatively, the papers should total 6000-7500 words.

Previously:

  • Winter 2023: Elizabeth W Kregor, and Catherine Gryczan

Environmental Law in Bankruptcy and Transactions

This seminar will provide an overview of environmental transactional and environmental bankruptcy topics. Environmental issues often play a critical role in business and corporate transactions. This class will provide practical skills development focusing on the environmental aspects of transactions, with a core emphasis on the identification, management and allocation of environmental liability risks in many different types of transactions. In the bankruptcy arena, this course will provide an understanding of key environmental bankruptcy concepts, how to harmonize the conflicting goals of bankruptcy and environmental law, and how environmental liabilities are managed during the bankruptcy process. Students will gain practical experience in learning how environmental bankruptcy cases are handled. This class requires a series of reaction papers. Participation may be considered in final grading.

Previously:

  • Spring 2023: Tobias D Chun and Jeanne Cohn

Environmental Law: Air, Water, and Animals

This survey course explores the major domestic policies in place to protect the environment, with a focus on clean air and water and animal conservation (e.g., the Clean Air Act, the Clean Water Act, the National Environmental Policy Act, and the Endangered Species Act). The course is a complement to Professor Templeton's Toxic Torts and Environmental Justice course; neither is a prerequisite for the other, and the two share little overlap. We'll spend some time on the regulation of climate change and will discuss issues of environmental justice embedded in each of the major topics.

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

Previously:

  • Spring 2023: Hajin Kim

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 (6000-7500 words). (Please note that this paper cannot fulfill the SRP or WP requirement.)

Previously:

  • Winter 2023: Joan E Neal

Fair Housing

This course will focus on the law and policy of fair housing, broadly construed. Substantial attention will be devoted to antidiscrimination laws in housing, including the federal Fair Housing Act. We will also explore existing and proposed policies for improving access of lower-income people to housing. The causes and consequences of residential segregation will be examined, as well as the effects of zoning and other land use controls. Additional topics may include gentrification, eviction, squatting, mortgages and foreclosures, and the use of eminent domain. Grading is based on a final examination; participation may be taken into account as indicated on the syllabus.

Previously:

  • Spring 2023: Lee Fennell

Financial Regulation Law

This course addresses the regulation of banks and other financial institutions in the United States. The focus will be on the current regulatory scheme, with some attention to the 2008 financial crisis, the history of financial regulation, and proposals for reform. The student's grade will be based on participation and a final examination. Students should purchase a hardcopy edition of the required textbook. The e-book only option does not allow offline access which may be required for the in-class proctored exam.

Previously:

  • Autumn 2021: Eric A. Posner
  • Spring 2021: Eric A. Posner

Food Law

This seminar will examine issues relating to food law and food policy. Topic covered will include: food safety, food advertising and labeling, genetically modified agriculture, food deserts, regulation of food quality, restaurant regulations, and more. Students will have to write 6000-7500 word research paper (which could, but does not have to, satisfy WP or SRP credit) and make a presentation in class.

Participation may be considered in final grading.

Previously:

  • Winter 2023: Omri Ben-Shahar

Fundamentals of In-House Counsel

The role of in-house counsel is both complex and complicated, and can be vastly rewarding to the attorney who understands its realities and can apply the law in a practical manner to support an enterprise and its leadership. This course will help students explore and learn the fundamentals critical to succeeding as inside counsel. Through a combination of review and discussion of influential written work of preeminent past and present in-house lawyers, discussion of case studies focused on contemporary scenarios faced by inside counsel, analysis and evaluation of risk issues in specific contracts, in-class simulations and team exercises, and guest speakers who will share their experiences and talk about their career paths, including successes and failures along the way, you will obtain an understanding of the modern view of inside counsel from a variety of diverse vantage points.

The primary focus will be on beginning to understand the critical skills necessary to prepare to succeed as in-house counsel in a large U.S. private or public company setting. We will seek to answer questions such as: How does working in-house compare and contrast to working at a law firm, what are the day-to-day challenges experienced by inside counsel and what are strategies to meet them and excel, how has the in-house counsel role evolved over time, and what does the future hold for attorneys serving as in-house counsel. From the student who aspires to one day be an in-house attorney, to the student who plans to serve in-house counsel while working at a law firm, Fundamentals of In-House Counsel will provide a multitude of candid and practical perspectives on the critical means by which the law supports today's American enterprises.

Grading will be based on in-class performance and a series of reflection papers.

Previously:

  • Autumn 2022: David Zarfes

Greenberg Seminars: Corporate Scandals

The past few years have brought a wide variety of corporate scandals. Companies and their CEOs have misled investors about the efficacy of a key blood testing technology (Theranos), bribed state legislators to bail out nuclear reactors and coal-fired power plants (First Energy), absconded or collapsed with millions of dollars of crypto assets (QuadrigaCX), made allegedly false corporate disclosures on twitter (Elon Musk), and done whatever it was that WeWork did. Some of these scandals, such as Theranos, involved clearly illegal behavior, and have resulted in criminal convictions. Others, such as WeWork, did not. Still others are just embarrassing. This Greenberg will explore the different dimensions of corporate scandals. Each week, we will discuss one high-profile scandal. We will use these examples to study fiduciary duties, disclosure laws, corporate conduct in the zone of insolvency, and other legal issues related to corporate misconduct. Reading and / or AV materials will be assigned before each class. The seminars will be held throughout the year.

Graded Pass/Fail and is worth 1 credit which defaults to the autumn quarter

Previously:

  • Spring 2023: Adriana Robertson and Joshua C. Macey
  • Winter 2023: Adriana Robertson and Joshua C. Macey
  • Autumn 2022: Adriana Robertson and Joshua C. Macey

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

Greenberg Seminars: Resignations

This is a year long seminar. When lawyers participate in politics at the highest levels-as counselors to the government, advisors to political leaders, and authors of sensitive policies-they can confront competing demands from the governmental institutions and leaders they serve, on the one hand, and the ethics of the legal profession or morality generally, on the other. But because the demands on these lawyers are frequently shaped by unprecedented events, it is not always clear just what legal ethics or morality require them to do. Prompted by these conflicts, lawyers across many political administrations have confronted calls to resign-claims that what the government has asked of them is incompatible with the professional requirements of being a lawyer or the demands of morality. This Greenberg will use case studies of high-profile government lawyers who have faced those calls to untangle this dramatic dilemma. Graded Pass/Fail and is worth 1 credit which defaults to the autumn quarter.
Previously:

  • Autumn 2021: Ryan D. Doerfler and Bridget A. Fahey

The Law of Corporate Purpose

An ever-increasing flow of capital into Environmental Social Governance (ESG) investment funds has inspired private ordering that looks to shareholder proposals, institutional investor agendas, proxy voting guidelines, and ESG ratings as tools for mitigating the public impacts of corporate activities. A new generation of shareholders departs from wealth-maximizing norms and professes to care about corporate impacts on environment and society. Their investment practices and expectations challenge the traditional terms of corporate governance. This seminar surveys leading theories of corporate purpose, examines various private law efforts to promote corporate stakeholderism, and interrogates challenges that arise through the pursuit of social welfare using the tools of corporate law and governance.

This class requires a series of reaction papers. Participation may be considered in final grading.

Prerequisite: Business Organizations.

Previously:

  • Spring 2023: Aisha Saad

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. Students must enroll for two credits for their first quarter in the IJ Clinic.

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

Previously:

  • Spring 2023: Elizabeth W Kregor and Catherine Gryczan
  • Winter 2023: Elizabeth W Kregor and Catherine Gryczan
  • Autumn 2022: Elizabeth W Kregor and Catherine Gryczan

Insurance Law

This course introduces students to insurance institutions and insurance law, with the ultimate goal of understanding the role of insurance in society. Liability, life, and property insurance will receive the most attention, but we will also discuss health and disability insurance. After taking this course, students will know how to read and analyze a standard form insurance contract, how to work with insurance regulatory materials, how to spot the insurance issues in a wide variety of legal and public policy contexts, and will have a more advanced understanding of Tort and Contract law. Cross-cutting themes of interest include the effects of insurance on tort law and on litigation, the formation and performance of insurance contracts, the use of personal attributes to classify policyholders' risk, the effect of insurance on risky activity in society, and the ways in which various conceptions of justice are achieved through insurance mechanisms.

This class has a final exam.

Previously:

  • Spring 2023: Omri Ben-Shahar

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 (6000-7500 words). Participation may be considered in final grading.

Previously:

  • Autumn 2022: Michael Friedman

Intensive Contract Drafting Workshop

This 3-credit intensive seminar will meet Tuesday, Wednesday and Thursday morning from 9:00am-11:30am between August 30 and September 15. Students should plan to treat the seminar like a full time job during this period - they will spend a substantial part of each afternoon on days that we have class doing written homework which is due each evening, and a part of each evening doing reading and preparation for the next day's class. The seminar will serve as an introduction to contract 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. Evaluation will be based upon class participation and a series of substantial out-of-class daily drafting exercises. Students are not eligible to register if they have taken Contract Drafting and Review, Advanced Contract Skills or other similar contract drafting courses.

Previously:

  • Autumn 2022: Emily Underwood and Michelle M. Drake

International Arbitration

This seminar provides a basic foundation in the law and mechanics of international commercial arbitration and international investment treaty arbitration. It will give students an understanding of the substantive and strategic issues that frequently confront international arbitration practitioners. The Seminar covers, among other things, the crafting of international arbitration agreements, the relative advantages and disadvantages of ad hoc UNCITRAL-Rules arbitration and institutional arbitration (e.g., ICC, LCIA, ICDR, ICSID). The seminar also addresses the rules of procedure that commonly govern international arbitration, including procedural issues that commonly arise in international arbitration, including the availability and extent of discovery, pre-hearing procedure, the presentation of evidence, and the enforcement of international arbitral awards. The Seminar also will cover the fundamentals of international investment arbitration, including the jurisdictional issues that commonly arise in investor-state arbitration and the types of treaty claims that are commonly asserted under international law. While there will be a fair amount of traditional lecture, the format of the Seminar will depend heavily upon active student participation, including a mock arbitration exercise. Students will be graded based upon the quality of their preparation for and participation in the Seminar, as well as the quality of a final paper (6000-7500 words). This Seminar will satisfy part of the lesser of the school's two writing requirements, if substantial research and written work is completed.

Students may access the 6th edition of Redfern and Hunter on International Arbitration via: https://www-kluwerarbitration-com.proxy.uchicago.edu/book-toc?title=Red…).

The required textbook for the class is the 7th edition. The ebook version of the 7th edition will be released by the publisher on Oct. 12. The hard copy will be released on Oct. 27.

Previously:

  • Autumn 2022: Javier Rubinstein
  • Autumn 2021: Javier Rubinstein
  • Winter 2021: Javier Rubinstein
  • Autumn 2019: Javier Rubenstein
  • Autumn 2018: Javier Rubinstein
  • Autumn 2017: Javier Rubinstein

International Business Transactions

This seminar provides a detailed review and analysis of a number of business transactions in a complex international setting. The documents underlying these transactions include: (i) an acquisition agreement, (ii) a joint venture agreement, (iii) an outsourcing agreement and (iv) a distribution agreement for the sale of goods. These documents will be reviewed in the context of these transactions, which involve business entities in several countries. Students will be asked to identify and address key legal issues. They will be asked to analyze, draft and revise key provisions of these agreements and determine whether the drafted provisions achieve the objectives sought. Students will also be asked to prepare one short paper and one longer paper addressing key legal issues underlying provisions of these agreements and the transactions involved. Students will be graded based upon (i) the quality of their preparation for and participation in the seminar (ii) their work product in connection with several drafting assignments and (iii) the quality of the short paper and longer paper addressing specific issues. There will not be a final examination.

Previously:

  • Autumn 2022: Alan D'Ambrosio

Kirkland & Ellis Corporate Lab Clinic

The Kirkland & Ellis Corporate Lab provides students with a forum for working closely with legal and business teams across a range of top-tier multinational companies, leading nonprofits, private equity sponsors, venture capital funds, and entrepreneurial startups.

The primary goal of the Lab is for students to learn practical legal skills, both substantively, in terms of the corporate ""building blocks"" necessary to understand complex transactions and agreements, and professionally, in terms of implementing such knowledge efficiently and meaningfully within the context of a wide array of careers as lawyers and business leaders.

This class mirrors the real world work experience of both litigators and corporate lawyers: students will receive hands-on substantive and client-development experience and will be expected to manage and meet expectations and deadlines while exercising a high level of professionalism.

Clients will include, among others, Accenture, Allstate, A.T. Kearney, Barilla, Booth School of Business New Venture Challenge startups (Spring Quarter), Grubhub, Honeywell, IBM, John Deere, Koch Industries, Microsoft, Nike, Owens Corning, 3M, Verizon Communications, and Victoria's Secret.

Corporate Lab students will have the option to negotiate a simulated cross-border transaction opposite students of a leading foreign law school as part of the negotiation workshop component of the Corporate Lab (Autumn Quarter). Additionally, students will have the option (Winter Quarter) to work closely with small teams of Kirkland & Ellis attorneys on assignments (including for live clients), across practice groups, designed to teach strategic planning, drafting, negotiation, and business counseling skills.

Please note: (i) In Spring of 2023 3L students may enroll for the spring quarter, even if they have not been enrolled in a previous quarter. Other students are expected to remain in the Corporate Lab for a minimum of two consecutive quarters, http://www.law.uchicago.edu/corporatelab. (Reduced 2-credit option available with instructor permission.)

Previously:

  • Spring 2023: David Zarfes, Josh Avratin, and Sean Z. Kramer
  • Winter 2023: David Zarfes, Josh Avratin, and Sean Z. Kramer
  • Autumn 2022: David Zarfes, Josh Avratin, and Sean Z. Kramer
  • Spring 2022: David Zarfes, Josh Avratin, and Sean Z. Kramer
  • Winter 2022: David Zarfes, Josh Avratin, and Sean Z. Kramer
  • Autumn 2021: David Zarfes, Josh Avratin, and Sean Z. Kramer
  • Spring 2021: David Zarfes, Josh Avratin, and Sean Z. Kramer
  • Winter 2021: David Zarfes, Josh Avratin, and Sean Z. Kramer
  • Autumn 2020: David Zarfes, Josh Avratin, and Sean Z. Kramer
  • Spring 2020: David Zarfes, Sean Z. Kramer, and Josh Avratin
  • Winter 2020: David Zarfes, Sean Z. Kramer, and Josh Avratin
  • Autumn 2019: David Zarfes, Sean Z. Kramer, and Josh Avratin

Labor Law

This course covers the law governing labor-management relations in the private sector of the U. S. economy. Subjects that will be addressed include the historical background and coverage of the National Labor Relations Act (NLRA) and the Labor-Management Relations Act (LMRA), the organization of and procedures before the National Labor Relations Board, the rights and protections created by Section 7 of the NLRA, unlawful employer and union interference with such rights and the remedies available for such unlawful conduct, the procedures for the selection of union representation, the collective bargaining process and the obligation to bargain in good faith, the enforcement of collective bargaining agreements, the regulation of strikes and other concerted union activities, the union's duty of fair representation, the preemption of state laws and state law-based claims by the NLRA and the LMRA, and current proposals for legislative change. Enrollment will be limited to 20 students. The student's grade will be based on class participation and a final examination.

Previously:

  • Autumn 2021: James Whitehead
  • Spring 2021: James Whitehead
  • Spring 2020: James Whitehead
  • Winter 2019: Laura Weinrib

Law and Economic Development

Why do some nations perform better than others, whether measured by income, happiness, health, environmental quality, educational quality, freedom, etc.? What can be done to help the world's poor? We explore the proximate causes of inequality across countries, including the role of human capital, natural resources, technology and market organization. We also explore the root causes of long-term differences in wealth, including the role of geography (e.g., location in tropical areas) and technological development (e.g., the impact of plow agriculture). We spend a substantial amount of time on the role of institutions, broadly defined, on development. We will explore the value of democracy, the common law, and state capacity generally. We will study the impact of disruptions such as the slave trade, colonialism and war. Ultimately, we will try to understand the implications of each explanation for development policy. Importantly, we will also consider how the lessons law and economics offers for countries with weak state capacity and limited rule of law differ dramatically from those it offers for countries such as the US. A major paper (20-25 pages) is required. Students will be required to complete a review and critical analysis of the literature on a specific topic in development. The topic must be approved by the professor. Participation may be considered in final grading.

Previously:

  • Autumn 2021: Anup Malani
  • Winter 2021: Anup Malani

Law and the Economics of Natural Resources Markets

Market-based mechanisms such as emissions trading are becoming widely accepted as cost-effective methods for addressing environmental concerns, especially as societies move towards a carbon-constrained future. In the last decade, we have witnessed the expansion of environmental finance to new products - carbon dioxide spot and futures contracts, sulfur dioxide futures and over-the-counter water contracts - that are now fully integrated financial instruments for hedging and speculation. These mechanisms also have potential benefits to address issues in other pressing matters such as water quality, fisheries and biodiversity protection. Non-law students must apply by emailing a resume and letter of interest to Arthur Langlois at arthurlanglois@uchicago.edu by 5PM on Monday, February 27. This class will have 3 remote sessions: April 5th, April 26th and May 3rd. Students may sit in the regular classroom to attend these sessions remotely.

This class requires a series of research papers (6000-7500 words). Participation may be considered in final grading.

Previously:

  • Spring 2023: Richard Sandor

Legal Elements of Accounting

This mini-class introduces accounting from a mixed law and business perspective. It covers basic concepts and vocabulary of accounting, not so much to instill proficiency with the mechanics of debits and credits as to serve as a foundation from which to understand financial statements. The course then examines accounting from a legal perspective, including consideration of common accounting decisions with potential legal ramifications. It also analyzes throughout the reasons for and roles of financial accounting and auditing, as well as the incentives of various persons involved in producing, regulating, and consuming financial accounting information. The seminar will touch on some limitations of, and divergent results possible under, generally accepted accounting principles. Current cases, proposals, and controversies will be discussed. Attendance and participation will be very important. Grades will be based on a take-home exam. Students with substantial prior exposure to accounting (such as students with an MBA, joint MBA/JD students, and undergraduate finance or accounting majors) may not take the course for credit.

This seminar will have a final exam. This is a short class that meets January 9-13 and 17-20.

Previously:

  • Winter 2023: John Sylla

Managerial Psychology

This course is about managing people - oneself and others. Successfully managing people requires an understanding of their thoughts, feelings, attitudes, motivations, and determinants of behavior. Developing an accurate understanding of these factors, however, can be difficult to achieve because intuitions are often misguided, and unstructured experience can be a poor teacher. This course is intended to address this development by providing the scientific knowledge of human thought and behavior that is critical for successfully managing others, and also for successfully managing ourselves.

Using a combination of lectures, discussions, and group activities, the course offers an introduction to theory and research in the behavioral sciences. Its primary goal is to develop conceptual frameworks that help students to understand and manage effectively their own complicated work settings.

The course is organized into two main themes: (1) the individual, and (2) the organization. The individual part of the course is concerned with issues related to individual behavior, such as how people's attitudes influence their behavior, how people form impressions of others, and how the choices people make are affected by characteristics of the decision maker and the decision-making process. The organization part of the course focuses on people's behavior within the context of an organization. It addresses how organizations can successfully coordinate the actions of their members. Topics of this section include effective group decision-making, persuading and motivating others, and the use of formal and informal power in interpersonal relations.

This class will have a final exam and required papers. Participation may be considered in final grading. Students will have an account with Harvard Business Publishing and will pay approximately $80.00 for the cases used in the class.

Previously:

  • Spring 2023: Ayelet Fishbach

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 2023: James Junewicz

Microeconomics

This course will provide an introduction to microeconomics that will serve as a foundation for applying economics to law and current policy topics. We will cover supply, demand and market equilibrium; the incidence of taxes and subsidies; price and non-price allocation; efficiency and distribution; market structure and power; among other topics. The course will illustrate each of these concepts with application to the legal system, legal rules and legally salient policy, e.g., the market for lawyers, contract law, and crime policy. This course is different than a law and economics course in two ways. First, it spends more time teaching economics. Second, the goal is to enable you to apply economics beyond law to policies that lawyers may care about, e.g., supply of reproductive services, the distributive effects of loan forgiveness, and the effect of antidiscrimination law. This course will require students to be able to do some basic algebra and some elementary calculations.

This course will have a final exam. Participation may be considered in the final grading.

Previously:

  • Winter 2023: Anup Malani

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

Pandemic Legal Impacts

This class evaluates the many changes to the legal landscape that the current pandemic has forged. We will explore the legal impacts of prior pandemics, as they were evidenced through case law and laws existing prior to the current pandemic. We will examine developments in different areas of the law, including commercial contracts, employment, privacy, and regulatory compliance. As to commercial contracts, we will consider the applicability and enforceability of force majeure clauses. With respect to employment and privacy, we will review the effect of the pandemic on the traditional notion of the workplace and the resulting legal implications of the work from home or remote work phenomenon. We will also consider the employment and privacy implications of vaccine mandates and testing requirements. We will explore the regulatory compliance changes arising out of the pandemic, including anti-price gouging laws and antitrust measures. We will consider what gaps remain in the legal landscape in light of the pandemic and which changes should remain after this pandemic has concluded. This class requires a major paper (6000-7500 words). Participation may be considered in final grading. The instructor's name for the course is Elizabeth Sheyn Brown.

Previously:

  • Autumn 2022: Elizabeth Sheyn

Partnership Taxation

A study of the principles of the taxation of partnerships (including entities classified as partnerships) and their partners, with an emphasis on the tax consequences of the formation, operation and dissolution of partnerships. Matters discussed include contributions to and distributions from partnerships, the treatment of leverage, allocations of partnership income and loss to the partners, capital accounts, disguised sales, transfers of partnership interests, liquidations, taxation of service partners, mixing bowls, anti-abuse rules and other aspects of partnership taxation.

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

Pre-requisite: Introductory Income Tax

Previously:

  • Spring 2023: Maher Haddad

Patent Law

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

Participation may be considered in final grading.

Previously:

  • Spring 2023: Jonathan Masur

Patent Litigation

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

Students will be evaluated based on a series of papers, which will require substantial outside research and analysis, as well as in-class performance arguing in support of or in opposition to various motions. Participation may be considered in final grading.

Previously:

  • Autumn 2022: Steven C. Cherny and Patrick Curran

 

Private Equity Transactions: Issues and Documentation

This seminar will examine from a practical perspective the issues and documentation arising in a typical private equity acquisition transaction. The seminar will follow this type of transaction through its various stages and provide students in-depth and practical experience with common deal issues and drafting contractual provisions to address those issues. The goal of the seminar is to help prepare students for the practical aspects of being a deal lawyer. Coursework will include reading acquisition contracts, cases and legal commentators and weekly written assignments (contract drafting and issue analysis). Grades will be based on class participation and a series of reaction papers. Business Organizations and Contracts are prerequisites. Students seeking a waiver to prerequisites based on experience or other factors must email the instructors. A waiver will allow you to place a bid, but does not guarantee you a seat.

Previously:

  • Winter 2023: Stephen Ritchie and Mark Fennell

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, a coursebook, and supplemental materials (e.g., articles, cases, ethics opinions). Grades will be based on a final exam and a class participation component. This seminar will fulfill the professional responsibility requirement. This class has a final exam. Participation may be considered in final grading.

Previously:

  • Winter 2023: John C Koski, Daniel Feeney and Brant Weidner
  • Spring 2023: John C Koski, Daniel Feeney and Brant Weidner
  • Spring 2023: John C Koski, Dawn Canty, and Kerry Miller

Project Finance in Emerging Markets

This course will explore the principles of project finance and their application to projects in emerging markets, with a particular focus on emerging markets and Latin America. The class will include various case studies and will include the review of key credit agreement principles and a discussion of common legal issues that arise in the cross-border context.

The method of evaluation is based on Short presentations, short negotiating activities, analyzing agreements, and written work (approx 4500-6000 words).

Previously:

  • Spring 2023: Jaime Ramirez

Project and Infrastructure Development and Finance

This seminar is focused on the development and project financing of infrastructure facilities. These transactions feature a wide variety of commercial agreements and financial instruments, legal and financial structuring, and a significant role for lawyers. Public private partnership structures will be examined. Representative transactions, principally in the energy, transportation and public infrastructure sectors, will be selected for analysis and discussion. Infrastructure projects such as these provide a convenient vehicle for discussion of contractual provisions, structuring parameters, financial analysis, and legal practice issues common to a broad range of business and financial transactions. The classes will be discussion oriented; there will be 3-4 short papers, an analytical paper of at least 10- 13 pages based on a case study and class participation. Cumulatively, the writing assignments will require papers totaling 6000-7500 words. There are no pre-requisites, although basic corporation law is recommended. The readings will be taken from textbooks, professional journals, and actual commercial and financial contracts. A speaker from the financial community with a wide range of experience is expected. Enrollment is limited to 20 students.

Previously:

  • Autumn 2022: Martin Jacobson

Real Estate Transactions

Real Estate Transactions will focus on the lawyer's role in structuring and negotiating investments in commercial real estate. The course will explore legal and related business issues encountered when acquiring, selling and financing commercial real estate investments, including through mortgage and mezzanine debt and will also focus on "joint ventures" and other capital aggregation vehicles. Our goal in the course is to provide you with an understanding of how an attorney can be most effective in negotiating and documenting sophisticated real estate transactional agreements. Students will learn to look at the motives, goals and roles of each party to a transaction and to make sure that the legal structure most efficiently accommodates the client's business objectives. Final grade will be based on three or four short projects and class participation.

Previously:

  • Spring 2023: Andrew Small

Regulation of Banks and Financial Institutions

This course will consider the regulation of banks and non-bank financial institutions in the United States. Topics will include: the business of banking; prudential regulation; the lender of last resort and resolution mechanisms; the regulation of securities firms; mutual funds and other asset managers; shadow banking; the regulation of derivatives; and the role and regulation of cryptocurrencies and other emerging financial technologies within the financial system. There are no prerequisites for this course.

This course will have a final exam. Students who took Financial Regulation Law may not also take this course.

Previously:

  • Spring 2023: Adriana Robertson

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.

Previously:

  • Spring 2023: Jack R Bierig

Restructuring in Bankruptcy: Strategy and Tactics

This experiential seminar focuses on strategy and tactics in restructuring financially stressed and distressed companies. We will use a case study to illustrate the dynamics of advising boards of directors regarding fiduciary duties, stakeholder negotiations, and complex legal issues facing troubled companies. The seminar alternates between a interactive learning session and an experiential session where students prepare and present to a mock board of directors or management of a financially distressed company. Grades will be based 75% on the in-class presentations, 10% on class participation, and 15% on a 10-15 page client memorandum.

Prerequisite: Bankruptcy (recommended but not required). Students who have taken LAWS 53492 Advanced Restructuring Practice: Legal and Financial Strategies, may not take this class.

Previously:

  • Spring 2023: Chad Husnick

Retail Law and Transactions

This seminar addresses the principal legal issues and commercial challenges facing the retail sector. Particular attention will be paid to relations with vendors and other third-party business associates, and customers, the effect of the evolving economy on these relations, and the challenges and opportunities brought about by globalization, technology, social media, and e-commerce. Students will develop an understanding of key corporate, IP, contracting, sourcing, regulatory and other legal issues and practice pitfalls. The instructors will emphasize the practical interplay and tension between commercial realities and legal requirements, and strive to demonstrate the increasing professional burdens and responsibilities to which "in-house" counsel are subject. At times, the instructors will use a case-study format to emphasize identification and resolution of key issues and risks experienced by retailers, as well as to highlight examples of retailers both thriving and struggling to adapt to change. The instructors also will use actual contracts, retailer policies and practices, litigation materials and internal-investigation documents. The class will participate in multiple role-playing scenarios, including contract negotiations and a crisis management reenactment. Final grade will be based on: substantial out of classroom work, group projects.

Previously:

  • Spring 2022: Peter Afendoulis
  • Spring 2021: Peter Afendoulis
  • Spring 2020: David Zarfes and Josh Avratin
  • Spring 2019: David Zarfes
  • Spring 2018: David Zarfes

Secured Transactions

This course examines the rules governing collateral used to secure debt arising from a sale or a loan. This body of law, which applies to situations as commonplace as the home mortgage and as commercially sophisticated as the securitization of intangible assets, addresses not only the rights of the debtor and creditor but also the rights of third parties that may have an interest in the collateral. This course takes a problems-based approach to its subject and considers the perspectives of all interested parties. The primary source of authority is Article 9 of the Uniform Commercial Code, but the United States Bankruptcy Code will also be considered when applicable. This class will have a final exam. This class will not meet on the following dates: October 5/6/19/20 and November 9/10/14. Required make-up classes are scheduled on the following Tuesdays from 8:30-9:35AM: October 4/11/18/25 and November 1/15 and December 7. There is NO textbook for this class. Professor Baird will post materials to the Canvas page.

Previously:

  • Autumn 2022: Douglas Baird

Securities Regulation

This course examines federal securities regulation in the United States. Topics will include the definition of a security, registration under the Securities Act (and applicable exemptions), mandatory disclosure requirements, securities fraud (including claims arising under Rule 10b-5), and the role and powers of the Securities & Exchange Commission. Business Organizations is recommended, but not a required prerequisite.

This class has a final exam.

Previously:

  • Winter 2023: Adriana Robertson
  • Autumn 2022: M. Todd Henderson

Strategic Considerations in Securities and Corporate Governance Litigation

This seminar will introduce students to the most important strategic considerations that lawyers encounter in today's highly sophisticated financial services litigation. The litigators (and corporate lawyers) who concentrate in this area must function in an environment where the stakes are high, leverage is critical, and "victory" is defined by the client, not the court. Accordingly, this seminar examines the critical questions faced in virtually every financial services litigation matter including: (1) which is the most favorable venue for this litigation, including consideration of how legal principles vary jurisdiction by jurisdiction; (2) how does Directors and Officers Liability insurance impact the litigation, itself; (3) strategic considerations relating to the composition of the board and use of special litigation committees; (4) how dispositive motions can be used to, at a minimum, best frame and limit the litigation; (5) how derivative and class certification mechanisms can be used to narrow or defeat claims; (6) how to use the timing and positioning of mediation to produce a favorable result for the client; (7) who of your pool of potential experts should be identified, on what topics, and when to maximize chances of success; and (8) what is jury research and what role does it play in making thematic and settlement decisions. To further the student experience, we will supplement our sessions by bringing some of the nation's top practitioners in fields like jury research, D&O insurance, mediation and/or damage analysis to share their years of expertise drawn from real world situations. Grading will be based on class participation and two relatively short papers (under 10 pages) which will focus on discrete topics covered in class and in the reading assignments. Each paper will count for approximately 30% of your grade, and the remaining 40% will be based on class participation.

Previously:

  • Spring 2022: Steven B. Feirson and Joni S. Jacobsen
  • Spring 2021: Steven B. Feirson and Joni S. Jacobsen
  • Spring 2020: Steven B. Feirson and Joni S. Jacobsen
  • Spring 2019: Steven B. Feirson and Joni S. Jacobsen
  • Spring 2018: Steven B. Feirson and Joni S. Jacobsen

Strategies and Processes of Negotiation

Increasingly negotiation is part of the day-to-day life of managers. The aim of this class is to make students more effective negotiators. Students should leave the class with (1) a structured approach for preparing for and thinking about negotiations; and (2) a refined set of skills for carrying out negotiations. A central part of the class is an extensive set of negotiation simulations. These simulations take students through a variety of negotiations: single and multiple issue; two-negotiator and multiple-negotiator (coalitional); and internal (within organization) and external. In addition, the class includes a number of cases. Lectures, readings, and structured analytical exercises supplement the simulations and cases. Student evaluation is based on: class participation; 3 reflection reports; problem sets; prep notes; final paper.

Previously:

  • Winter 2023: George Wu

Structuring Financial Instruments

This seminar introduces tax, legal, accounting and economic principles relevant to the structuring of complex financial instruments-from forwards, swaps and options to convertible bonds and other securities with embedded derivatives. Throughout the seminar, different products designed to achieve similar economic goals will be examined to highlight the significance of structuring choices and the range of techniques available. For example, there are various products that can be used to approximate the economics of buying an asset, without an actual purchase of that asset. The seminar will examine how these products are treated differently for tax, securities law, commodities law, bankruptcy, accounting and other purposes, notwithstanding their economic similarity. Students will develop the ability to optimize transactions by selecting among existing financial instruments or inventing new ones. The seminar will also include discussion of policy issues. No specific prerequisites, but introductory income tax recommended, and knowledge of securities law and bankruptcy law helpful. The seminar will be assessed via a) a series of reaction papers (2 credits) or b) via a full-length research paper of 6000-7500 words (3 credits and has the potential to satisfy the Writing Project requirement). Class participation and attendance will be considered in the final grading.

Previously:

  • Spring 2023: Jason Sussman

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 examination. Instructor consent not required.

Previously:

  • Spring 2023: Stephen Ritchie and Mike Carew

Tax Issues in Bankruptcy

This seminar provides a basic background in tax issues that affect troubled companies, with special attention to tax issues that arise in bankruptcy cases and insolvency workouts. The seminar will primarily focus on corporations in bankruptcy under Chapter 11, but there will also be discussion of the tax effects on individuals and partnerships. Specific topics to be covered include modifying debt and its consequences, the exclusion for discharge of indebtedness income, taxable versus tax-free reorganizations of companies in bankruptcy, special net operating loss change in ownership rules, and certain related consolidated return considerations.

Registration Requirements: Introductory Income Taxation is required except with permission of instructor.

Evaluation Methods: Final Examination.

Previously:

  • Spring 2022: Anthony V. Sexton and Thad W. Davis
  • Spring 2020: Anthony V. Sexton and Thad W. Davis

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 2023: Randal Picker

Technology Transactions

Commercializing intellectual property and technology is a central part of our economy, around which lawyers play a critical role. This course will serve as a practical guide to technology transactions, through which students will learn how to counsel clients and negotiate and draft contracts on the client's behalf. Through hands-on practical exercises and simulations, students will be introduced to the typical work of technology transactions lawyers and learn foundational concepts and skills, such as technology deal structures and how they are papered, the anatomy of intellectual property and technology contracts, working as outside counsel with client teams consisting of in-house lawyers and business units, and the nuances of advising effectively from a legal and business perspective, both in writing and verbally. Through this course, students will develop not only technical lawyering skills but also the professional skills necessary to be a trusted advisor on technology transactions. Students who wish to take the course for 2 credits may have a different length and complexity requirement for the final take-home assignment.

Previously:

  • Spring 2023: Danielle Bass

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 Law of Future Interests

This course will deal with the creation and utility of interests in real and personal property that take effect in the future. Class gifts, powers of appointment, charitable bequests, conditional limitation, and the rule against perpetuities will be among the subjects covered. Special attention will be paid to the enactment and construction of modern statutes affecting these subjects. For students who intend to enroll in the Law School's course in Trusts and Estates, this offering should provide important grounding. Students who took Estate Planning and Drafting may not take this course. This class has a final exam.

Previously:

  • Autumn 2021: R. H. Helmholz

The Role and Practice of the State Attorney General

All 50 States and the District of Columbia have an Attorney General, each of whom enjoys broad discretion over a range of legal issues. This seminar will address the institutional role of these officials, including their status within their respective state systems and their relationship to the federal government. The course will also address a host of critical and often controversial areas-including civil rights, criminal justice, consumer fraud, and environmental regulation-where state Attorneys General have come to play a leading role on the local and national stage. Students will be graded based on class participation and a final paper (6000-7500 words).

Previously:

  • Spring 2023: Lisa Madigan and Michael Scodro

Topics in State and Local Finance

This seminar looks at a variety of fiscal challenges facing state and local governments, and at the legal constraints on politically attractive solutions to these challenges. In past years, topics have included educational funding, pension funding, "welcome stranger" property tax assessment, eminent domain, and municipal bankruptcy. Final grade will be based on a series of short reaction papers and class participation.

Previously:

  • Spring 2023: Julie Roin

Toxics, Toxic Torts and Environmental Injustice

This course will expose students to common law and administrative approaches for addressing actual and potential public health and environmental harms from toxic substances. The course will begin by examining concepts of risk assessment and risk management. Next, the course will look at common law approaches, including theories of liability, causation, admissibility of evidence, proximate cause, damages, and defenses. The course will then review in-depth federal laws to address these issues, such as statutes that cover solid and hazardous waste (RCRA and CERCLA (Superfund)) and potentially toxic products (FIFRA, TSCA). Throughout the course, students will learn about how individuals and groups, including low-income and people-of-color communities, have sought redress for the toxic exposures they have faced. The course is a complement to Professor Kim's Environmental Law: Air, Water, and Animals course; neither is a prerequisite for the other, and the two share little overlap.

Participation may be considered in final grading. This class requires a series of research papers (6000-7500 words).

Previously:

  • Winter 2023: Mark N Templeton

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:

  • Winter 2023: Omri Ben-Shahar

Trade Secrets and Restrictive Covenants

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 requires a series of papers or one longer paper. Participation may be considered in final grading.

Previously:

  • Winter 2023: Brian Sieve and Michael B Slade

U.S. Taxation of International Transactions

This course provides a survey of the US tax treatment of both inbound (foreign investment in the US) and outbound (US investment abroad) transactions. Though the principal focus of the class is on the US tax rules, some attention is paid to the interaction between US and foreign tax systems through the operation of the tax credit and tax treaties. Introductory Income Tax is a recommended prerequisite, but not required. Students' grades will be based on a three-hour examination.

Previously:

  • Winter 2023: Julie Roin