Intellectual Property, Technology Law, and Entrepreneurship Courses

The courses listed below provide a taste of the Intellectual Property, Technology Law, and Entrepreneurship courses offered at the Law School, although no formal groupings exist in our curriculum. This list includes the courses taught in the 2022-23 and 2023-24 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.

Courses

Accounting for Entrepreneurs: From Start-up through Exit

This course provides the core set of tools and strategies related to the work of a Chief Financial Officer (CFO) at a private, entrepreneurial company as well as to the work of those who provide funding to the company, work for the company, provide legal or other professional advice to the company, or are founders of the company. The course follows the life-cycle of a company that begins as a start-up, and covers the accounting-related financial metrics, and the managerial, financial and tax accounting issues that are centrally important for an entrepreneur in the private firm environment.

Previously:

• Spring 2024: 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 Contracts

This course taught by Jed Lewinsohn will cover three topics of considerable practical and theoretical significance for contract and commercial law: Warranties, Conditions, and Third Parties. (Roughly half of the course will be devoted to the first two topics, and the remaining half to the third.) A final exam or major paper (6000-7500 words) is required. Participation may be considered in final grading. Prerequisite: Contracts.

Previously:

• Autumn 2023: Joseph Lewinsohn

Advanced Negotiation Seminar

Negotiation skills are crucially important for lawyers in private and public practice. Just think of business deals, divorce settlements, plea bargaining or the COP27 UN Climate Change Conference. The aim of this seminar is to develop students' negotiation skills and to introduce them to cutting-edge game theoretic and psychological research on negotiation theory and management. The seminar capitalizes on the instructor's own research and experience as negotiator, mediator and arbitrator in national and international commercial conflicts. It is based on a proprietary conceptual approach to negotiation management, which has been used to train partners and associates of top-tier law firms, management consultants, business executives and policy-makers. This two-day seminar will cover problems of intuitive negotiations, negotiation analysis-especially the 'four key negotiation factors'-, negotiation dynamics and process management, including communication theory and skills, aggressive tactics and negotiation strategy. It will be taught by a combination of short interactive lectures and role-plays and other practical exercises. The seminar will be most useful to students who have already participated in some basic negotiation training. This seminar will have a final exam or paper (3,000-3,500 words). Participation may be considered in the final grading. This seminar will meet on April 19 and April 20 (Friday and Saturday) from 9am-6pm on both days.

Previously:

• Spring 2024: Horst Eidenmueller

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. Students who took LAWS 53235 Restructuring in Bankruptcy: Strategy and Tactics, may not take this class.

Previously:

• Winter 2024: Ryan Dahl
• Winter 2022: Ryan Dahl
• Winter 2021: Ryan Dahl

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

American Indian Law

This course will consider the law governing the relation between non-tribal law and tribal law. This is the law of treaties, federal jurisdiction, and sovereignty. The Supreme Court has several cases on tribal issues each year, and with the rise of gaming and natural resources as major sources of wealth, the stakes in these cases for tribe members and non-members is increasing. Last year, the Supreme Court decided a case that suggests half of Oklahoma, including Tulsa, is actually "Indian Country," and subject, in part, to tribal law. The materials for the course will be mostly Supreme Court cases, as well as some historical materials necessary to understand the context of the judicial consideration of tribal jurisdiction. The flavor for this part of the course will be international law, although with a decidedly American approach.

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

Previously:

• Winter 2024: M. Todd Henderson
• Spring 2023: M. Todd Henderson
• Spring 2022: M. Todd Henderson
• Autumn 2019: M. Todd Henderson

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 2023: William M Landes and Anthony Hirschel
• Autumn 2022: William M Landes and Anthony Hirschel
• Spring 2022: Eric A. Posner
• Autumn 2021: Randal C. Picker, William M. Landes, Anthony Hirschel
• Winter 2021: Eric A. Posner
• Autumn 2020: Randal C. Picker
• Winter 2020: Randal C. Picker
• Autumn 2019: William M. Landes and Anthony Hirschel
• Winter 2018: Randal C. Picker
• Autumn 2017: William M. Landes and Anthony Hirschel

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

Big Problems

The Big Problems course will use multidisciplinary approaches to try to understand and tackle the most important problems facing our country or the world. The first 8 weeks will be taught by the instructors and outside experts, focusing on problems such as the Zika virus, Syrian migration to Europe, cybersecurity, nuclear waste storage, opioid addiction, sex trafficking, and policing and race relations. Students will work in teams of students to develop feasible policy or private sector solutions to a problem of their choosing and make a presentation in the last 2 weeks. Presentations will be made to instructors, outside experts and fellow students. Final grade will be based on the presentations and a companion paper (6000-7500 words).

Participation may be considered in final grading.

Previously:

• Autumn 2022: David Weisbach and Anup Malani
• Spring 2022: David Weisbach and Anup Malani
• Spring 2021: David Weisbach and Anup Malani
• Spring 2020: David Weisbach and Anup Malani
• Spring 2019: David Weisbach, Anup Malani, Robert Topel, and Kevin Murphy
• Spring 2018: David Weisbach, Anup Malani, Robert Topel, and Kevin Murphy

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 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 2024: Matthew Ford and Katharine Roin
• Winter 2023: Matthew Ford and Katharine Roin

Blockchain, Cryptocurrencies, and Web3

This class examines how what decentralized ledgers such as blockchain are, how they work, use cases such as cryptocurrencies, novel methods of financing made possible by blockchain, and legal issues that blockchain raises. We will examine blockchain ledgers and different consensus protocols, including both proof of stake and proof of work. We will explore the history and evolution of cryptocurrencies, especially through so-called forks. We will examine the use of blockchain not just for payments, but also for tracking financial assets and land, trading computer storage and processing power, financing, selling art (NFTS) and services, and even for game play. We will examine the novel ways in which blockchain startups are funded, including the pre-sale of utility tokens to investors. We will also consider legal issues such as the tax treatment of ICOs and cryptocurrency trades, whether tokens are securities, the fiduciary duties of developers under corporate law, and money-laundering concerns with cryptocurrencies. Students will be required to work in small groups with a mix of law and business students to write a Web3 business proposal and give a presentation on the business proposal. The proposal must include an analysis of both business and legal risks. Participation may be considered in final grading.

Previously:

• Spring 2024: Anup Malani and Anthony Zhang
• Autumn 2022: Anup Malani and Anthony Zhang

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

Capital Markets Transactions and the Underwriting Process

This course will delve into the major legal and practice issues presented by major capital markets transactions conducted in the US, including initial public offerings, "shelf" offerings, private placements, offerings of Rule 144A high yield securities, the underwriting and SEC review processes, NYSE and NASDAQ governance requirements and due diligence investigations. Grades will be based on five substantial take-home written assignments (6000-9000 words combined and performed by student teams), class participation, and a final examination. Prerequisites: Corporations/Business Organizations. Securities Regulation is recommended, but not a prerequisite.

Previously:

• Autumn 2023: James Junewicz

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
• Winter 2022: Eric Budish
• Autumn 2020: Eric Budish
• Autumn 2019: Eric Budish

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 are enrolling in Contract Law for LLM Students with Prof. Bernstein need instructor consent to bid on this class.

Previously:

• Spring 2024: Lisa Bernstein
• Winter 2023: Eric Budish
• Spring 2023: Lisa Bernstein
• 'Autumn 2021: Lisa Bernstein

Copyright

This course explores the major areas of copyright law, with special emphasis on how modern technology might challenge traditional copyright principles. Topics include copyright duration, subject matter, and ownership; the rights and limitations of copyright holders, including the fair use doctrine; remedies for copyright infringement; and federal preemption of state law. The student's grade is based on a final examination. The syllabus for the course is at http://picker.uchicago.edu/Copyright/Syllabus.htm .

Previously:

• Autumn 2023: Randal C. Picker
• Autumn 2022: Randal C. Picker
• Winter 2022: Randal C. Picker
• Winter 2021: Saul Levmore
• Autumn 2019: Randal C. Picker
• Autumn 2018: Saul Levmore
• Winter 2018: Saul Levmore

Corporate and Entrepreneurial Finance

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

This class requires the purchase of 2 Harvard Business cases ($15.00 total).

Previously:

• Spring 2024: Steven N. Kaplan
• Spring 2023: Steven N. Kaplan
• Autumn 2023: Randal Picker
• Spring 2022: Steven N. Kaplan
• Spring 2021: Steven N. Kaplan
• Spring 2020: Steven N. Kaplan
• Spring 2019: Steven N. Kaplan
• Spring 2018: Steven N. Kaplan

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. This is a short class that meets 6:10-8:40PM from October 9-12.

Previously:

• Autumn 2023: Tarek Sultani
• Autumn 2022: Tarek Sultani
• Autumn 2021: Tarek Sultani

Cybercrime

This seminar will explore the legal issues raised by cybercrime. Topics will include: computer hacking and other computer crimes, the Fourth Amendment and civil liberties in cyberspace, the law of electronic surveillance, the freedom of speech online, technological tools used to combat cybercrime, and international cybercrime. Students are required to participate in class sessions, prepare short response papers, and write a paper on an approved topic. Grading in the course will be based on classroom participation (25%), discussion papers (35%), and the final paper (40%). Cumulatively, the papers should total 6000-7500 words.

Previously:

• Spring 2023: William Ridgway
• Winter 2021: Sean Driscoll and William Ridgeway
• Spring 2019: Sean Driscoll and William Ridgeway

Digital Lawyering: Advocacy in the Age of AI

The practice of law increasingly requires the skillful navigation of a wide range of technological tools. It's no longer enough to be book smart and street smart. More and more, you also have to be byte-smart. This course helps advocates of all kinds negotiate that transition. It takes a skills-based approach to artificial intelligence. Which tools are worth using? What questions are worth asking? And how do you continue to add value to clients in a world increasingly populated by chatbots, algorithms, and a wide range of other powerful digital products? There will be a number of short in-class exercises and out-of-class assignments. Students will also be evaluated on how well they contribute to the educational experience of other people in the course. Participation may be considered in final grading.

Previously:

• Spring 2024: Patrick Barry

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
• Spring 2022: Randall Schmidt
• Winter 2022: Randall Schmidt
• Autumn 2021: Randall Schmidt
• Spring 2021: Randall Schmidt
• Winter 2021: Randall Schmidt
• Autumn 2020: Randall Schmidt
• Spring 2020: Randall Schmidt
• Winter 2020: Randall Schmidt
• Autumn 2019: Randall Schmidt
• Spring 2019: Randall Schmidt
• Winter 2019: Randall Schmidt
• Autumn 2018: Randall Schmidt
• Spring 2018: Randall Schmidt
• Winter 2018: Randall Schmidt
• Autumn 2017: Randall Schmidt

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, some out-of-class work and group projects and a research paper. Cumulatively, the papers should total 6000-7500 words.

Previously:

• Winter 2024: Elizabeth W Kregor, Catherine Gryczan
• Winter 2023: Elizabeth W Kregor, Catherine Gryczan
• Winter 2022: Elizabeth Kregor and Catherine Gryczan
• Winter 2021: Elizabeth Kregor
• Winter 2020: Elizabeth Kregor and Amy Hermalik
• Autumn 2018: Elizabeth Kregor and Amy Hermalik
• Autumn 2017: Salen Churi, Elizabeth Kregor, and Amy Hermalik

Ethics for Transactional Lawyers

This class will focus on ethical issues faced by transactional lawyers. We will consider the role of a transactional lawyer, the various sources of guidance for transactional lawyers, the intersection of personal morality and rules-based ethics, individual and organizational practice pressures that can cause lawyers to violate ethics norms, how to weigh competing ethical obligations, and select ethics issues faced by transactional lawyers in practice (including, e.g., ethics issues arising when drafting contracts, negotiating agreements, conducting due diligence, and providing opinion letters). Grades will be based upon active class participation in discussions and simulations, plus a final paper (6000-7500 words). (Please note that this paper cannot fulfill the SRP or WP requirement.)

Previously:

• Winter 2023: Joan E. Neal
• Autumn 2021: Joan E. Neal
• Winter 2021: Joan E. Neal
• Winter 2020: Joan E. Neal
• Winter 2019: Joan E. Neal

Greenberg Seminars: Artificial Intelligence

This seminar will explore the ethical and legal issues posed by the promise of artificial intelligence and autonomous machines. The materials will include fiction and non-fiction works that examine ethical and legal questions such as the consciousness, personhood, and culpability of autonomous machines as well as questions about how artificial intelligence may disrupt existing institutions in society. The seminar will meet at the professors' residence in Naperville in the afternoons of the following days November 6, January 8, January 29, February 19, April 16.

Previously:

• Spring 2024: Anthony Casey and Erin Casey
• Spring 2023: Anthony Casey and Erin Casey
• Winter 2023: Anthony Casey and Erin Casey
• Autumn 2023: Martha C Nussbaum
• Autumn 2022: Anthony Casey and Erin Casey

Greenberg Seminars: Musk and His Ideas

Elon Musk has made quite a name for himself with at least five or six ventures. In this seminar we will talk about them one at a time, and think about how such a person can be hated, admired, and tolerated. But mostly we will discuss his ideas and the problems they address. Are his ideas any good, and can he help us understand our world and its problems? Topics are likely to be: His acquisition and vision for Twitter; Tesla (electric cars); Starlink and SpaceX (satellite launching and possible dominance of the world of satellites); Hyperloop and The Boring Company (high speed transportation underground); Neuralink (implanted brain electrodes); xAI (considering the potential and danger of AI). We will meet on five or six Thursday evenings from 7:30 - 9:30pm in the professors' home. Please do not sign up for this Greenberg unless you know that your Thursday evenings in the Autumn will be available on your calendar for this seminar. Likely meeting dates are: September 28, October 12, October 26, November 2, November 16, but some of the other Thursdays might be needed. 7:30-9:30PM. This Greenberg only meets in the autumn quarter. 1 credit will be applied in the autumn quarter only.

Previously:

• Autumn 2023: Saul Levmore, Julie Roin

History and Practice of Corporate Reorganizations

This seminar will identify a number of cutting-edge issues in modern corporate reorganizations and explore them by connecting them to past controversies.

This class requires a series of reaction papers to earn 2 credits. Students wishing to earn 3 credits will write an additional longer paper. Students writing the longer paper may earn WP credit.

Previously:

• Winter 2023: Douglas Baird

Innovation Clinic

The Innovation Clinic gives students the opportunity to counsel startups and venture capital funds on a broad range of corporate law and strategic issues, including regulatory compliance, entity formation, stock options and employee equity, privacy, employment, governance and founders' agreements, licenses, seed stage funding transactions, and commercial agreements. Students also present on such topics at the Argonne National Laboratories' Chain Reaction Innovations Incubator and at the Polsky Center. In addition to their work with the Clinic's clients and the substantive topic areas to be covered, students will have the opportunity to train in, and develop, the soft skills that separate good lawyers from highly effective lawyers in a transactional practice, such as negotiation, client management, preparedness and flexibility. Students will work with startups across a wide variety of industries and will also complete non-client related homework assignments to prepare them for client work. Students are required to enroll in the Clinic for a minimum of two consecutive quarters, and enrollment is currently capped at three consecutive quarters of participation. Students may take between 1-3 credits in any given quarter.

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

• Spring 2024: Emily Underwood
• Spring 2023: Emily Underwood
• Winter 2023: Emily Underwood
• Autumn 2022: Emily Underwood
• Spring 2022: Emily Underwood
• Winter 2022: Emily Underwood
• Autumn 2021: Emily Underwood
• Spring 2021: Emily Underwood
• Winter 2021: Emily Underwood
• Autumn 2020: Emily Underwood
• Spring 2020: Emily Underwood
• Winter 2020: Emily Underwood
• Autumn 2019: Emily Underwood
• Winter 2019: Emily Underwood
• Autumn 2018: Emily Underwood
• Spring 2018: Salen Churi
• Winter 2018: Salen Churi
• Autumn 2017: Salen Churi

Innovation Fund Associates Program Practicum

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

Students receive 3 credits during each of the Spring and Autumn Quarters, and prepare brief response papers during each of those quarters reflecting on their experience. There is substantial training during the Winter Quarter but no credit is offered for this time. During the Spring and Autumn Quarters, in addition to the final presentation date, students should plan on meeting (1) for two to three hours every other Friday at noon for status updates, (2) on three to four additional dates that will be communicated to accepted students during the preceding quarter for trainings on topics such as patent law, FDA regulatory processes and compliance, public speaking, and other subjects relevant to the funding candidates during that cycle, and (3) two to three times per week with their teams, fund leaders, funding candidates and industry experts as part of the diligence process. There is substantial individual work outside of these meetings. Students do all coursework at the Polsky Center with potential site visits to the offices of industry experts and target companies. The approximate time commitment for the program is an average of 15 hours per week, although that may vary. Students may either take the offered stipend or course credit in any given quarter, but not both, and must be accepted into the IFA program through its normal application procedures before they are eligible to participate in the practicum.

Previously:

• Spring 2024: Emily Underwood
• Spring 2023: Emily Underwood
• Autumn 2023: Emily Underwood
• Autumn 2022: Emily Underwood
• Spring 2022: Emily Underwood
• Autumn 2021: Emily Underwood
• Spring 2021: Emily Underwood
• Autumn 2020: Emily Underwood
• Spring 2020: Emily Underwood

Institute for Justice Clinic on Entrepreneurship

The Institute for Justice Clinic on Entrepreneurship, or IJ Clinic, provides legal assistance to low-income entrepreneurs who are pursuing the American Dream in spite of legal obstacles. IJ Clinic students develop practical skills in transactional lawyering while helping creative entrepreneurs earn an honest living, innovate, and build businesses that build neighborhoods. Students advise clients on issues such as business formation, licensing, zoning, strategic relationships, employment law, intellectual property protection, and regulatory compliance. Students become trusted advisors for their clients and have the opportunity to consult with clients on business developments; draft and review custom contracts; negotiate deals; research complex regulatory schemes and advise clients on how to comply; and occasionally appear before administrative bodies. Students may also work on policy projects to change laws that restrict low-income entrepreneurs. Policy work may involve legislative drafting, lobbying, and community organizing. Academic credit varies and will be awarded according to the Law School's general criteria for clinical courses as described in the Law School Announcements and by the approval of the clinical staff. A commitment of at least two consecutive quarters is required. 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 2024: Elizabeth Kregor and Catherine Gryczan
• Winter 2024: Elizabeth Kregor and Catherine Gryczan
• Spring 2023: Elizabeth Kregor and Catherine Gryczan
• Winter 2023: Elizabeth Kregor and Catherine Gryczan
• Autumn 2023: Elizabeth Kregor and Catherine Gryczan
• Autumn 2022: Elizabeth Kregor and Catherine Gryczan
• Spring 2022: Elizabeth Kregor and Catherine Gryczan
• Winter 2022: Elizabeth Kregor and Catherine Gryczan
• Autumn 2021: Elizabeth Kregor and Catherine Gryczan
• Spring 2021: Elizabeth Kregor
• Winter 2021: Elizabeth Kregor
• Autumn 2020: Elizabeth Kregor and Amy Hermalik
• Spring 2020: Elizabeth Kregor and Amy Hermalik
• Winter 2020: Elizabeth Kregor and Amy Hermalik
• Autumn 2019: Elizabeth Kregor and Amy Hermalik
• Spring 2019: Elizabeth Kregor and Amy Hermalik
• Winter 2019: Elizabeth Kregor and Amy Hermalik
• Autumn 2018: Elizabeth Kregor and Amy Hermalik
• Spring 2018: Elizabeth Kregor and Amy Hermalik
• Winter 2018: Elizabeth Kregor and Amy Hermalik
• Autumn 2017: Elizabeth Kregor and Amy Hermalik

Intellectual Property-based Finance and Investment

Developed world corporations today are focused on an innovation heavy, tangible asset-lite model while exporting manufacturing, a lower margin enterprise. The trend is demonstrated by increased levels of R&D in innovation-driven industries, a doubling of issued patents outstanding and material, concentrated changes in the underlying IP law. While IP valuation, implementation and technological trends are coming to dominate many forms of investing, optimal risk adjusted returns morph with levels in the equity and credits markets and changes in IP law. This course will review these trends, explain the range of IP investment types (liquid/Illiquid, public/private, cash/derivative) and illustrate how insight into IP can drive investment and capital market decision making. Final grade will be based on a major paper (6000-7500 words). Participation may be considered in final grading.

Previously:

• Autumn 2022: Michael Friedman
• Autumn 2021: Michael Friedman
• Autumn 2020: Michael Friedman
• Autumn 2019: Michael Friedman
• Autumn 2017: Michael Friedman

The Internet and Technology Industries

The Internet and other scaled technologies are contributing to economic growth that exceeds the pace of the Industrial Revolution of the 1800s. The Internet is not only transforming the global economy, creating enormous value for companies, investors and consumers, but is also transforming our daily lives. Fueled by the unprecedented growth of private and public technology companies like Apple, Google, Amazon, Alibaba, Facebook, Tesla and others, the technology economy has captured the imagination of the world. As major technology companies battle to control the underlying tech platforms, there is also an unprecedented number of start-ups valued at more than a billion dollars that are trying to disrupt every sector of the economy. The emergence of these highly funded and valued companies may imply seismic changes in how companies are built, financed and compete and how industries are formed going forward.

Previously:

• Autumn 2023: Jared Grusd

Law and Artificial Intelligence: Emerging Topics

Artificial Intelligence (AI) applications which assist and even replace human decision-makers pose new challenges for the law. In this seminar, we will explore some of the topics that are of greatest interest at the intersection of law and AI. The first five meetings of the seminar will be devoted to guided discussions of emerging topics such as AI in contracting and dispute resolution, AI as a risk assessment tool in criminal law, AI in rule making, civil liability for harms caused by AI systems (such as autonomous cars or ChatGPT), and regulatory approaches to the yet unknown risks, including a comparative perspective examining how other jurisdictions address these challenges. The last three meetings of the seminar will be devoted to student presentations of their research paper proposal. This seminar will require a major paper (6000-7500 words). Participation may be considered in final grading.

The Law and Behavioral Economics of the Internet and Tech Industries

The Internet and other scaled technologies are contributing to economic growth that exceeds the pace of the Industrial Revolution of the 1800s. The Internet is not only transforming the global economy, creating enormous value for companies, investors and consumers, but is also transforming our daily lives. Fueled by the unprecedented growth of private and public technology companies like Apple, Google, Amazon, Alibaba, Facebook, Tesla and others, the technology economy has captured the imagination of the world. As major technology companies battle to control the underlying tech platforms, there is also an unprecedented number of start-ups valued at more than a billion dollars that are trying to disrupt every sector of the economy. The emergence of these highly funded and valued companies may imply seismic changes in how companies are built, financed and compete and how industries are formed going forward. This class seeks to explore many of the current trends taking place in the Internet and technology ecosystems, with an emphasis on industry analysis, strategy and the application of a range of fields from law, policy, finance, economics, game theory, history and psychology, to analyze the strategic decisions and interactions of firms within the ecosystem. We will rely mostly on business and legal cases, publicly available documents, and current news to assist in our discussions. Students should end the course with more confidence applying legal and business skills learned in other courses into marketplaces that are dynamic and uncertain and with a deeper insight into the sector.

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 2022: Jared Grusd

Mergers and Acquisitions

This course will examine the acquisition and sale of public and private companies in the U.S. M&A market. The first part of the course will focus on the sale of private companies, including subsidiaries of public companies. This part of the course will offer an in-depth, immersive look at the key aspects of private deals, including representations, covenants, closing conditions, indemnification provisions, representation and warranty insurance, purchase price adjustments, auction tactics and the "no indemnity", "non-reliance" and "non-recourse" provisions increasingly favored by private equity sellers. The second part of the course will focus on the acquisition of public companies, including key Delaware decisions, the use of special committees and shareholder rights plans. Finally, we will discuss the effective use of letters of intent, confidentiality agreements and M&A due diligence. Students will prepare a "mark-up" of a private stock acquisition agreement. Prerequisite: Business Organizations. This class has a final exam and required paper(s) (Total ≥ 3000-3500 words). Participation may be considered in final grading.

Previously:

• Spring 2024: James Junewicz
• Spring 2023: James Junewicz
• Winter 2023: Eric Posner
• Autumn 2023: Ann Lipton
• Spring 2022: James Junewicz
• Spring 2021: James Junewicz
• Autumn 2019: Ehud Kamar
• Winter 2019: Scott Davis
• Autumn 2018: Scott Davis
• Winter 2018: Scott Davis
• Autumn 2017: Scott Davis

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 2024: Jonathan Masur
• Spring 2023: Jonathan Masur

Privacy

This course surveys legal efforts to draw boundaries between the public and private spheres. Substantive topics of discussion may include privacy tort law, the constitutional right to information privacy, financial privacy, Internet and consumer privacy; health privacy; FTC privacy regulations; state data protection laws, European privacy law; the relationship between privacy and the First Amendment; and restrictions on governmental investigations and surveillance.

The student's grade is based on a final examination and class participation.

Previously:

• Spring 2024: Lior Strahilevitz
• Spring 2023: Jonathan Masur
• Spring 2022: Jonathan Masur
• Spring 2021: Jonathan Masur
• Spring 2020: Jonathan Masur
• Spring 2019: Jonathan Masur
• Spring 2018: Jonathan Masur

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, a 3,000 word paper, and a class participation component. This seminar will fulfill the professional responsibility requirement.

Previously:

• Spring 2024: John C Koski, Kristen Hazel, Thomas Kuhns
• Winter 2024: John C Koski, Daniel Feeney and Kerry Miller
• Winter 2023: John C Koski, Daniel Feeney and Brant Weidner
• Spring 2023: John C Koski, Dawn Canty, Kerry Miller, Thomas Kuhns, Kristen Hazel, Daniel Feeney and Brant Weidner
• Winter 2022: Daniel Feeney, Brant Weidner, and John C. Koski
• Winter 2021: Daniel Feeney, John C. Koski, and Brant Weidner
• Winter 2020: Daniel Feeney, John C. Koski, and Brant Weidner
• Winter 2019: Daniel Feeney

Regulation of Drug, Devices, Biologics, and Cosmetics

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

Previously:

• Spring 2023: Jack Bierig
• Spring 2022: Jack Bierig

Structuring Venture Capital, Private Equity, and Entrepreneurial Transactions

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

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

No specific prerequisites, but introductory income tax strongly recommended, entity taxation desirable, & knowledge of corp law, securities regulation, bankruptcy, & accounting helpful. However, course book & course book appendix contain sufficient discussion & supplemental material so student can (with careful reading) adequately comprehend these topics. Grade based on final examination.

Previously:

• Spring 2024: Keith Crow, Mike Carew
• Spring 2023: Stephen Ritchie and Mike Carew
• Spring 2022: Stephen Ritchie and Mike Carew
• Spring 2021: Stephen Ritchie and Mike Carew
• Spring 2020: Jack Levin and Donald Rocap
• Spring 2019: Jack Levin and Donald Rocap
• Spring 2018: Jack Levin and Donald Rocap

Technology Policy

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

Previously:

• Winter 2024: Randal C. Picker
• Winter 2023: Randal C. Picker
• Winter 2022: Randal C. Picker
• Winter 2021: Randal C. Picker
• Winter 2020: Randal C. Picker
• Winter 2019: Randal C. Picker
• Winter 2018: Randal C. Picker

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

Topics in First Amendment Law and New Technologies

This short seminar will explore free speech and social media, the Internet more broadly, AI, deepfakes, and likely also VR, and AR. Students must have taken Constitutional Law II to participate in the seminar. Grading will depend on reaction papers totaling 3,000-3,500 words. Grading may include class participation. This is a short class that will meet May 1, 3, 4, 10, 11.

Previously:

• Spring 2023: Eugene Volokh

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
• Autumn 2023: Omri Ben-Shahar
• Autumn 2021: Omri Ben-Shahar
• Autumn 2020: Omri Ben-Shahar
• Winter 2020: Omri Ben-Shahar
• Winter 2019: Omri Ben-Shahar
• Winter 2018: Omri Ben-Shahar