The John M. Olin Center

Courses

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

Analytical Methods for Lawyers, David Cope, 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 consists of seven units: Decision Analysis/Games and Information, Contracting, Accounting, Finance, Microeconomics, Law and Economics, Statistics.

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.

Antitrust Law & Economics -- International, Einer Elhauge.
This course is the continuation of the regular course in U.S. antitrust law. It addresses the laws from other nations that are relevant to regulating 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 and abuses of dominance, vertical exclusionary agreements, vertical distributional restraints, price discrimination, mergers, and the treatment of anticompetitive conduct that spans multiple nations.

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.

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.

Corporate and Capital Markets Law Policy, Lucian Bebchuk.
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 significant 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 and the ways in which policy arguments about such issues are developed.

Corporate Finance, Holger Spamann.
This course addresses the fundamentals of financial economics as encountered in selected areas of corporate, bankruptcy, and securities law.

Corporations, Jesse Fried, Reinier Kraakman, J. Mark Ramseyer, Holger Spamann.
This course surveys the role of legal controls on business organizations with emphasis on the control of managers in publicly held corporations. 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, executive compensation, reorganizations, and control transactions. The emphasis throughout is on the functional analysis of legal rules as one set of constraints on corporate controllers among others.

Corporations: Board of Directors and Corporate Governance, John Coates.
The course consists of twenty classes. The portion of the course required for both HBS and HLS students consists of twenty classes taught at HBS. The first module provides a basic introduction to the institutions that affect boardroom dynamics. We will also begin with an examination of the role of shareholders and their relationship to boards. Next, we will focus briefly on the legal situation of board members. In the second module, we shall discuss the activities of boards under normal circumstances, including who serves on boards, the nature of director and CEO dynamics, the board's role in strategy, in selecting, evaluating and rewarding the CEO, and in assuring transparent financial reporting. The next module will focus on how boards deal with crisis situations such as hostile takeovers, CEO dismissals, succession and compensation, and unhappy shareholders. In the final module, we will examine the governance of private companies, e.g. family-owned, private equity and venture capital-backed companies as well as nonprofit organizations.

Economic Analysis of Law, Steven Shavell.
What effects does law have? Do people 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 new, rigorous, and systematic manner since the 1970s. Their approach, labeled "economic," is widely considered to be intellectually compelling 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 -- property law, tort 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.

Estate and Gift Tax, Robert Sitkoff.
This course examines the federal wealth transfer taxes, including the estate, gift, and generation-skipping transfer taxes.

Finance Concepts: A Brief Overview, Reinier Kraakman.
This is a credit-only, one-unit course intended to introduce law students to finance concepts used in some Corporations Sections and in more advanced business law courses. It will cover discounting, risk, portfolio theory and asst pricing.

Law and Business, Guhan Subramanian.

Mergers & Acquisitions Law, John Coates.
A merger or large acquisition is often the most significant event in the life of a firm and can have dramatic consequences for all of a firm's constituencies--from shareholders, directors, and managers to employees, customers, and communities. Lawyers and the law play critical roles in how mergers and acquisitions are evaluated, structured, and implemented. The course covers contract, corporate and securities law issues relevant to mergers and acquisitions of large companies, both public and private, including the Williams Act, proxy rules, state case law, and important forms of private ordering (such as poison pills, lockups and earnouts). It also touches on basics of antitrust procedure relevant to a lawyer working on such transactions. The approach is practical rather than theoretical, and the focus is on law, not finance.

Negotiation Advanced: 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. Topics developed throughout the course include: how negotiators create and claim value through the setup, design, and tactical implementation of agreements; complexities that can arise through agency, asymmetric information, moral hazard, and adverse selection; structural, psychological, and interpersonal barriers that can hinder agreement; and the particular challenges inherent in the roles of advisors as negotiators. The course will also explore the differences between deal-making and dispute resolution; single-issue and multiple-issue negotiations; and between two parties and multiple parties.

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.

Seminar: Comparative Corporate Governance, Reinier Kraakman.
This seminar is structured primarily for LLM students in the corporate governance concentration.

Seminar: Current Issues in Executive Compensation and Corporate Governance, Jesse Fried.
This seminar examines academic and other policy-oriented writings on corporate governance, focusing largely (but not exclusively) on ongoing efforts to improve executive compensation and corporate governance at widely-held U.S. firms. At most sessions, invited speakers from Harvard Law School and elsewhere will present case studies and work-in-progress.

Seminar: Empirical Studies in Comparative Corporate Governance, Reinier Kraakman.
This seminar is structured primarily for LLM students in the Corporate Governance concentration.

Seminar: Health Law Policy Workshop, Einer Elhauge. This seminar will feature the presentation and discussion of cutting edge scholarship on health law, health policy, biotechnology and bioethics. Students must submit brief written comments on a number of the papers. Because the papers are different every term, students can take the class as many times as they wish.

Seminar: Inside Government; Topics in Economic, Regulatory, and Legal Policy, Cass Sunstein.
This seminar explores policymaking inside the federal government, with particular reference to significant issues confronted in recent years and to the likely shape of future challenges. Students will be asked to write either a series of short papers or a long paper at the end of the semester. Several outside speakers, with substantial high-level government experience, are expected to help lead some of the sessions.

Seminar: Institutional Design Theory and Public Law, Matthew Stephenson.
In this seminar, we will read and discuss recent legal scholarship that seeks to apply ideas and insights from the social sciences (particularly political science and economics) to a range of questions concerning the optimal design of legal and political institutions. Topics will include the separation of powers, electoral institutions, judicial review, legislative procedure, and bureaucratic organization.

Seminar: International Finance, Howell Jackson.
This seminar is intended for students who are interested in international finance and the structure of financial regulation in an increasingly globalized economy. The seminar will explore issues of current interest in the field, including the competitiveness of U.S. financial markets, regulatory reform of financial regulation in the United States and around the world, the structure of regulatory cooperation in global markets, and the role of public and private enforcement in financial markets. The initial sessions will provide background on these subjects. Later, the focus of the seminar will be a series of outside speakers from government, practice and industry.

Seminar: Law and Economics, Louis Kaplow and Steven Shavell.
This seminar will provide students with an opportunity to discuss ongoing research in 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.

Seminar: Law and Finance of Start-Up Companies, Allen Ferrell.
This seminar will cover topics in the area of start-up company law. Topics include institutional and legal arrangements important to start-up companies, agency problems facing start-up firms and mechanisms to deal with these problems, contractual issues start-up companies face, and the structure and operation of venture capital funds.

Seminar: Law, Economics & Organizational Research, Louis Kaplow, and Kathryn Spier.
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 also take the seminar for only one term, for one credit. The seminar is given jointly with the Economics Department, and should be taken only by students with substantial prior interest in or exposure to economic analysis. 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 any approved topic.

Seminar: Readings and Empirical Investigation in Managerial Turnover and Corporate Acquisitions, Reinier Kraakman.
This seminar will explore the empirical literature on managerial turnover and friendly corporate acquisitions. It will also engage in the practical exercise of expanding a data base on acquisitions and turnover events among S&P 500 firms. Each seminar participant will submit five short memos reacting to assigned readings and assume some responsibility for downloading or augmenting data in an existing data base. As currently planned, Travis Coan--our resident statistician--will give special instruction on the rudiments of a statistics package, STATA, and will consult on possible topics of investigation. Participants will be divided into teams to complete a brief exercise using the data base at the end of the semester. 

Seminar: Shareholder Rights, Lucian Bebchuk.
This clinical seminar, taken in conjunction with the Shareholder Rights Project (SRP), 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: The Financial Crisis 2007-2009, Holger Spamann.
This seminar will examine the recent financial crisis's alleged causes and the regulatory response. Likely topics include: securitization; derivatives; credit rating agencies; bank capital regulation; investment bank regulation and supervision; repo financing and money market funds; executive compensation; interest rate policy; and housing policy. In class, we will ask if these are plausible culprits, and if the events confirm or challenge our prior understanding of markets. Students are expected to write a seminar paper examining the adequacy of the regulatory response to one particular alleged problem, and to discuss their preliminary findings in class in the second half of the semester.

Seminar: Topics in Mergers and Acquisitions, John Coates.
Research and writing seminar on advanced topics in M&A. Grade to be based on original research paper on topic to be approved by professor.

Shareholder Rights Project, Lucian Bebchuk.
The Shareholder Rights Project (SRP) 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. The clinical work will be conducted on campus with the SRP. In addition to the clinical work, students will take the Shareholder Rights Clinical Seminar (1 Spring credit with meetings throughout the year) to provide students with background and knowledge useful for undertaking the clinical work in this area.

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.

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

Venture Law and Finance, Jesse Fried.
The 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. Reading materials include VC financing documents, relevant California and Delaware case law, and academic and practitioner articles. This course is open to students who have taken or are concurrently taking a basic course in corporations, or by permission of the instructor. Students should be willing to think mathematically and solve algebraic problems.