The John M. Olin Center

Courses

The following courses are specifically designed to teach economic analysis of law, economics, or empirical methods.

LAW AND ECONOMICS

Economic Analysis of Law, Steven Shavell.
What effects does law have? Do individuals drive more cautiously, clear ice from sidewalks more diligently, and commit fewer crimes because of the threat of legal sanctions? Do corporations pollute less, market safer products, and obey contracts to avoid suit? And given the effects of legal rules, which are socially best? Such questions about the influence and desirability of laws have been investigated by legal scholars and economists in a rigorous and systematic manner since the 1970s. Their approach, labeled "economic," is widely considered to be intellectually important and to have revolutionized thinking about the law. This course will provide an in-depth analysis and synthesis of the economic approach to the analysis of the major building blocks of our legal system - tort law, property law, contract law, criminal law, and the legal process. The course will also address welfare economic versus moral conceptions of the social good. The course is aimed at a general audience of students. No economic background is needed to take it.

Seminar: Law and Economics, Louis Kaplow and Steven Shavell.
This seminar will provide students with an opportunity to engage with ongoing research in the economic analysis of law. At most of the meetings, invited speakers--some from the Law School--will present works in progress. Students are required to submit, before sessions, brief written comments on the papers to be presented. Enrollment in either or both terms is permitted. Some background in economics or law and economics is helpful; however, knowledge of technical economics is unnecessary.

Seminar: Law, Economics, and Organization, Louis Kaplow, Lucian Bebchuk and Kathryn Spier.
This seminar is co-taught by Professors Bebchuk, Kaplow, Spier, Spamann and Prof. Oliver Hart, an Andrew E. Furer Professor of Economics in the Economics Department. This seminar will involve the presentation by speakers of papers in the fields of law and economics, law and finance, and contract theory. The two-credit seminar will meet for one and a half hours for two-thirds of the weeks in each of the two terms. Lunch will be served. A student may take the seminar for only one term, for one credit (2 credit fall/spring terms, 1 credit fall term, or 1 credit spring term). The seminar is given jointly with the FAS Economics Department, and should be taken only by students with substantial prior interest in and exposure to economic analysis. (If you have questions about this, please contact Professor Kaplow.) Students may satisfy the course requirement either by submitting, before sessions, short written comments on the paper to be presented or by writing a short seminar paper on an approved topic.

Seminar: Behavioral Economics, Law and Public Policy, Cass Sunstein.
This seminar will explore a series of issues at the intersection of behavioral economics and public policy. Potential questions will involve climate change; energy efficiency; health care; and basic rights. There will be some discussion of paternalism and the implications of neuroscience as well.

CORPORATIONS AND FINANCE

Corporate and Capital Markets Law Policy, Lucian Bebchuk and Scott Hirst.
This course will consider a range of policy issues in the law governing corporations, securities, capital markets, and financial institutions. Issues to be considered include the allocation of power between managers and shareholders, corporate transactions, executive pay, shareholder activism, cross-country differences in corporate and securities laws, securities regulation, and financial regulation. A substantial number of sessions will feature speakers, including both presentations by prominent practitioners on current policy and practice issues and presentations by prominent academics on current research. Readings will mainly be from law review articles and discussion papers. Many of the readings will use economic reasoning, and familiarity with, or at least interest in or tolerance for, such reasoning will be helpful. The aim will be to give students a good sense of the issues that have been discussed in the literature, or are being discussed in current debates, and the ways in which policy arguments about such issues are developed. The course will not meet on all Mondays and Tuesdays during the semester; rather, it will meet for 18 2-hour sessions which will take place on Mondays and Tuesdays. There will be no examination. Instead, students will be asked to submit, before sessions, a brief memo on the assigned readings; grades will be based on these memos (primarily) and on participation in class discussion.

Board of Directors and Corporate Governance, John Coates.
This upper-level course covers uses case studies to examine the central role of the board of directors in the governance of business corporations, and the relationships between the board and other key actors in corporate governance. This course is taught jointly with Harvard Business School Professor Jay Lorsch. Students who take this course will be required to meet at HBS, and to work together in teams with HBS students on joint projects. Grades will be based on participation and team-based paper projects. Students with questions on course format and content should direct them to Professor Coates. (A prior version of this course included all of the material normally taught in Corporations courses; this version will require Corporations as a pre-requisite, and is aimed at those wanting a more in-depth look at corporate law in practice.)

Corporations, John Coates.
This course surveys the role of legal controls on business organizations. Topics include choice of legal entity, basics of agency and partnership, asset partitioning and creditor protection, fiduciary duties, shareholder voting, derivative suits, executive compensation, control transactions, and insider trading. Some of the course will draw on problems in transactional settings, as well as some work in groups (that will be randomly assigned) and in-class graded quizzes. Students should have a familiarity with rudimentary accounting and finance concepts at the level of Analytical Methods for Lawyers. Please consult the syllabus of Analytical Methods if you are unsure whether your background is sufficient.

Antitrust Law & Economics -- US, Einer Elhauge.
This course covers U.S. antitrust law, which is the law that regulates the process of business competition, and the economic analysis that is relevant to understanding modern antitrust adjudication. Topics include horizontal agreements in restraint of trade, monopolization, vertical exclusionary agreements, vertical distributional restraints, price discrimination, and mergers. Prior economics background is not required because the course will teach you the relevant economics, and students have performed at the very top levels of the class without any prior economics background. Nonetheless, the course does involve a fair bit of economics, so students must be comfortable with that, and students have reported that they felt a prior background in economics is helpful for this class. The course will have weekly small sections led by former antitrust students to help with the economics and material in general.

Securities Litigation, Allen Ferrell.
The class will explore a variety of issues that arise in securities litigation. These issues will include accounting fraud, proxy fraud, underwriter liability, the interplay of SEC, criminal, class, and opt-out actions, the extraterritorial application of U.S. securities law, and insider trading. The class will also cover the recurring themes of securities litigation - state of mind, pleading, gatekeeper liability, duty, materiality, class certification, causation, damages, and settlement -- as they arise in various settings.

Securities Regulation, Allen Ferrell.
This course offers an introduction to the two most important federal securities laws: the Securities Act of 1933 and the Securities Exchange Act of 1934. The course explores the elaborate disclosure obligations these statutes impose on the distribution and trading of investment securities. Topics to be covered include the preparation of disclosure documents, exemptions from disclosure requirements, the relationship between disclosure obligations and anti-fraud rules, the duties of participants in securities transactions, and the applicability of federal securities laws to transnational transactions. The course will also explore the public and private enforcement of securities laws in the United States.

Corporations, Jesse Fried.
This course introduces students to the legal rules protecting creditors and shareholders of a corporation. Topics include limited liability, veil piercing, equitable subordination, fraudulent conveyances, leveraged buyouts, the duties of care and loyalty, shareholder voting, derivative suits, executive compensation, insider trading, and control transactions.

Venture Law and Finance, Jesse Fried.
This course introduces students to U.S. venture capital (VC) contracting, focusing on the cash flow and control rights of investors. It also examines the legal framework in which such contracting takes place.

Corporate Finance, Reinier Kraakman.
This course will cover the fundamentals of financial economics, with an emphasis on corporate finance. While this is a course in finance, not law, applications from a variety of legal settings will illustrate the importance of finance for law and lawyers. Such applications will include damage calculations, judicial valuations, banking regulation, securities fraud, and accounting.

Corporations, Reinier Kraakman.
This course surveys the role of legal controls on business organizations with an emphasis on managers, directors and controlling shareholders of public corporations. Aspects of the law of agency and closely-held business entities are reviewed to highlight their continuities and discontinuities with the public corporation. Topics include basic fiduciary law, shareholder voting, derivative suits, executive compensation, megers and acquisitions, and control transactions. The emphasis throughout is on legal rules as one set of constraints on corporate actors among others.

Corporations, J. Mark Ramseyer.
This course surveys the role of legal controls on business organizations. Aspects of the law of agency, partnership, and closely held corporations are reviewed to highlight continuities and discontinuities with the publicly held corporation. Topics include basic fiduciary law, shareholder voting, derivative suits, reorganizations, and control transactions. The emphasis throughout is on the functional analysis of legal rules as one set of constraints on corporate factors among others.

Bankruptcy, Mark Roe.
This basic bankruptcy course covers the major facets of bankruptcy that influence business financing transactions. Much of the deal-making in a financing transaction is negotiated in anticipation of a possible reorganization in Chapter 11 or of a private reorganization in its shadow. For many lawyers, contact with bankruptcy law is anticipatory and not in front of the bankruptcy judge. When feasible, students will read not just bankruptcy court opinions and the Bankruptcy Code, but materials that financing lawyers use day-to-day: a bond indenture, a prospectus, a complaint in a loan dispute, and SEC submissions. Students will ordinarily participate in a simulated Chapter 11 reorganization.

Bankruptcy Deal-Making, Mark Roe.
In this course, students will examine the documents and concepts underlying deals made in key bankruptcy transactions.

Deals, Guhan Subramanian.
This advanced negotiation course examines complex corporate deals. Many of the class sessions will be structured around recent or ongoing deals, selected for the complex issues of law and business that they raise. Student teams will research and analyze these transactions in order to present their most important aspects and lessons to the class. For many of these presentations (as well as some more traditional case studies and exercises), the lawyers, bankers, and/or business principals who participated in the transaction under discussion will attend class, listen to the team’s assessment, provide their perspectives, and suggest broader negotiation insights.

Clinical Seminar: Shareholder Rights Clinical Seminar, Lucian Bebchuk and Scott Hirst.
This clinical seminar, taken in conjunction with the Shareholder Rights Project, provides students with the opportunity to obtain hands-on experience with shareholder rights work by assisting public pension funds in improving governance arrangements at publicly traded firms. Students may also have the opportunity to be involved in policy work relating to shareholder rights issues.

Seminar: Topics in Mergers & Acquisitions Law, John Coates.
Research and writing seminar on advanced topics in M&A. Grade to be based on an original research paper on topic to be approved by professor. Fall semester will be spent reading and discussing existing research on a number of topics (hostile takeovers and defenses; short-termism and activist investors; risk-allocation and earn-outs; dispute management and arbitration; shareholder litigation and forum bylaws; deal structure and currency; post-merger integration; non-financial factors affecting pricing; etc.). Spring semester will be spent on student papers and presentations.

Seminar: Current Issues in Corporate Governance, Jesse Fried.
This seminar focuses on current topics in executive compensation and corporate governance at widely-held U.S. firms. Most of the sessions will feature leading attorneys and other distinguished practitioners discussing their work.

Clinic: Shareholder Rights Clinic, Lucian Bebchuk and Scott Hirst.
The Shareholder Rights Project (SRP) provides students with the opportunity to obtain hands-on experience with shareholder rights work. The SRP works on behalf of public pension funds and charitable organizations seeking to improve corporate governance at publicly traded companies in which they are shareowners, as well as on research and policy projects related to corporate governance. In addition to clinical work, students will participate in classroom sessions to provide background and knowledge that compliments the work undertaken in the clinic.

Reading Group: Corporate Governance, Jesse Fried.
Students will read and discuss work about corporate governance policy and corporate governance reforms. As is the norm with reading groups, there will be no examination or paper, and the class will be graded credit/fail.

TAXATION

Taxation, Mihir Desai.
This course focuses on the U.S. federal income tax and the policy considerations that inform the design of the tax, which has become an important governmental tool for influencing many aspects of modern American life. The course accordingly examines not only the concept of taxable income, but also how the federal government uses the tax to influence the behavior of taxpayers across the income spectrum. A principal goal of this course is also to teach students to analyze and apply a complex federal statute. Unless waived by the instructor, Taxation is generally a pre-requisite for J.D. students in the advanced tax courses.

Taxation, Louis Kaplow.
This course is an introductory study of federal income taxation covering inclusion and exclusion of items in computing gross income; deductions from gross income; tax accounting; capital gains and losses; and the treatment of the family and trusts. Consideration will be given to the interaction of legislative, executive, and judicial agencies in the making, administering, and interpreting of the tax law; to the goals of the tax law and possibilities for future development of it; to the private lawyer's professional role with respect to administration of the tax law; and to the impact of the tax law on private property transfers and other transactions.

OTHER

Regulation of Financial Institution, Howell Jackson.
This course explores the regulation of financial institutions in the United States, covering a range of firms including banks, mutual funds, securities firms, and insurance companies, as well as financial markets more generally. We will examine the many different supervisory mechanisms that have evolved in the United States to regulate financial services firms, with a particular emphasis on jurisdictional boundaries, ongoing reforms in prudential regulation, consumer financial protection, and the oversight of systemic risks.

Topics in Financial Regulation: Consumer and Investor Protection, Howell Jackson.
This course will explore current topics in financial regulation related to the protection of consumers and investors. Much of the course will focus on the work of the Consumer Financial Protection Bureau and the Securities and Exchange Commission, though we will also touch upon regulatory aspects of ERISA with respect to employee benefits and portions of the Affordable Care Act and other major federal entitlement programs. The course will complement coverage of the Regulation of Financial Institutions class offered in the Fall of 2014. There are no prerequisites.

Trusts and Estates, Robert Sitkoff.
This course involves the study of: (a) intestate succession; (b) wills (including execution, revocation, interpretation, and contests); (c) will substitutes (i.e., nonprobate transfers) and planning for incapacity; and (d) trusts (including creation, fiduciary administration, modification, termination, spendthrift and other asset protection trusts, and charitable trusts).

Analytical Methods for Lawyers, Kathryn Spier.
Lawyers in almost every area of practice (litigation, corporate, government, public interest) deal routinely with problems that are usefully illuminated by basic business and economic concepts. This course is designed to teach the most important analytical methods to law students, in a manner that will be fully accessible to those with no prior quantitative training or background in the subjects covered. Using text, classroom activities, and written exercises, we will explore how these tools may be used to analyze concrete problems that arise in a wide range of legal practice settings. The course will consist of seven units: Decision Analysis/Games and Information, Contracting, Accounting, Finance, Microeconomics, Law and Economics, Statistics.

Business Strategy for Lawyers, Kathryn Spier.
This course presents the fundamentals of business strategy to a legal audience. The class sessions include both traditional lectures and business-school case discussions. The lecture topics and analytical frameworks are drawn from MBA curriculums at leading business schools. The cases are selected for both their business strategy content and their legal interest. The main course material is divided into four parts. The first part presents the basic frameworks for the analysis of strategy. The topics include economic and game theoretic approaches to strategy, competitive advantage and industry analysis. The second part is concerned with organizational and contractual responses to agency problems. Topics include pay-for-performance, corporate control, and the design of partnerships and other business associations. The third part takes a broader view of business associations, considering the horizontal and vertical scope of the firm and the advantages of hybrid organizational forms such as franchising and joint ventures. The fourth part covers special topics in competitive strategy, including product differentiation, tacit collusion, facilitating practices, network externalities, market foreclosure, and innovation.