The John M. Olin Center

Courses

ECONOMIC ANALYSIS OF LAW

Economic Analysis of Law, Steven Shavell
What effects does law have? Do corporations pollute less, market safer products, and adhere more often to their contractual obligations in order to avoid suit? Is innovation spurred by intellectual property rights? Are individuals led to comply with the tax rules, drive more carefully, and commit fewer crimes by the prospect of sanctions for wrong doing? Such questions about the influence of legal rules on outcomes––and about the social desirability of the outcomes––have been investigated by legal scholars and economists in a systematic manner since the 1970s. Their approach is widely considered to be intellectually important and to be of significant value in practice. This course will survey the field of economic analysis of law and illustrate its relevance to judicial decisions, legal argument, expert witness work, and public policy. The subjects covered are the major building blocks of law: torts, contracts, property law, criminal law, and the legal process. The course will also address the tension between functional, economic arguments and those phrased in moral terms. The course is aimed at a general audience of students; no background in economics is needed to take it.

Contracts 2 and 3, Oren Bar-Gill
The body of law concerned with private agreements, including contract formation, interpretation, conditions, excuse of performance, and remedies for breach, is the focus of this course. Attention is given to the Uniform Commercial Code and other relevant statutes as well as to principles of common law and equity.

Seminar: Law, Economics, and Organizations, Lucian Bebchuk, 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 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: 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: 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 and Policy, Lucian Bebchuk and Kobi Kastiel
This course will consider a range of policy issues in the law governing corporations, securities, and capital markets. Issues to be considered include the allocation of power between managers and shareholders, takeover bid and proxy contests, hedge fund activism, executive compensation, controlling shareholders, dual-class structures, corporate social responsibility, and securities regulation. A substantial number of sessions will feature outside speakers; such speakers will include prominent practitioners presenting on current policy and practice issues as well as prominent academics presenting on current research. To illustrate, recent speakers in this course have included prominent hedge fund activists, a sitting SEC Commissioner, a leading M&A litigator, and prominent academics.

Empirical Law and Finance, Lucian Bebchuk and Alma Cohen
Empirical tools have been increasingly used in litigation, regulation, and policymaking in corporate law, corporate governance, and securities regulation and litigation. This course will aim to expose students to, and enable them to engage with, empirical work in these fields. To this end, at most of the meetings, professors from law schools and business schools will present and discuss their empirical research with the students.

Financial Analysis and Business Valuation, John Coates
Lawyers routinely use and critically analyze financial statements and business valuations. Of course, corporate lawyers advise organizations and design deals that depend on these skills, and tax lawyers, commercial litigators, and international trade lawyers also use these skills. But less obviously, family lawyers need them in divorce cases, constitutional lawyers use them in takings cases, and class action lawyers use them in products liability cases. In fact, lawyers of all kinds, including prosecutors, other government lawyers, and public interest lawyers, use these skills to present and resolve disputes, and to propose, critique and defend regulation of businesses. This course will provide students with an opportunity to engage in hands-on, law-related analysis of financial statements and business valuation and analysis. No prior background in these topics is required. We will first analyze basic financial statements; then move to more advanced financial statement analysis; then review basic methods of business valuation; then build information from financial statements into standard valuation model; then see how practitioners argue for wildly different valuations drawing on the same basic financial information. Students will work in teams, and build their knowledge through hands-on experience using case studies of real companies.

Antitrust Law & Economics--Global, Einer Elhauge
Given the reality of global markets, modern antitrust law and legal practice are both global, as is any anticompetitive conduct they seek to regulate on global markets. This course thus teaches basic antitrust principles using cases and materials from throughout the world, with the focus on US and EC sources because those are the most active antitrust enforcers and have the most well developed antitrust doctrines.

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.

Advisor Liability in M&A, Jesse Fried and Joel Friedlander
TStudents will be graded based on memos submitted before each session, as well as on class participation.

Corporations, Jesse Fried
This course introduces students to the legal rules for protecting creditors and shareholders of a corporation. Simple economic analysis is used to explain the need for, and the limitations of, these rules. Topics include limited liability, veil piercing, equitable subordination, fraudulent conveyances, leveraged buyouts, the duties of care and loyalty, shareholder voting, derivative suits, control transactions, and insider trading.

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. Reading materials include VC financing documents, relevant California and Delaware caselaw, and academic and practitioner articles.

Regulation of Financial Institutions, Howell Jackson
This course explores the regulation of financial institutions and financial markets.  Over the course of the semester, we will examine the many different regulatory agencies and supervisory mechanisms that have evolved in the United States to govern the business of banks, securities firms, asset managers and insurance companies. The course will cover prudential regulation and consumer protection, as well as the oversight of systemic risks. While the primary focus of the course will be on financial regulation in the United States, readings and class discussion will frequently extend to comparative, cross-border, and multi-lateral aspects of financial regulation.

Securities Regulation, Howell Jackson
This course is designed to offer an overview of the work of the Securities and Exchange Commission, the structure of U.S. capital markets, and key policy challenges facing the Commission today.  The course will begin with an introduction to the regulation of securities offerings under the Securities Act of 1933. We will then turn to the disclosure obligations of public firms, SEC oversight of capital markets, and the supervision of investment management.  Attention will also be given to the Commission's enforcement practices and current debates regarding the efficacy and legality of those practices.  As time permits, we will touch upon issues of cross-border coordination in the public oversight of both capital raising and enforcement activities.

Corporations, Reinier Kraakman
This course surveys the role of legal structure and legal controls on business enterprises with an emphasis on Delaware law and the duties of the managers, directors, and controlling shareholders of public corporations. It reviews the law of agency, which is fundamental to all legal entities. It addresses non-corporate business entities to highlight their continuities with--and differences from-- business corporations. Corporate topics include limited liability, fiduciary law, shareholder voting, executive compensation, derivative suits, control transactions, mergers and acquisitions, and insider trading. This course also surveys topics in securities law that are closely related to corporate governance: in particular, the SEC's proxy and tender offer rules and the reach of anti-fraud liability. One theme throughout the course is corporate law's role in empowering actors with a flexible legal form, another is the law's role in constraining insider opportunism, and a third is the judiciary’s pivotal role in balancing flexibility against constraint.

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, insider trading, shareholder voting, reorganizations, and control transactions. The emphasis throughout is on the functional analysis of legal rules as one set of constraints on corporate behavior 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 loan agreement, a prospectus, a complaint in a loan dispute, and SEC submissions. Students will ordinarily participate in a simulated Chapter 11 reorganization.

Bankruptcy: Current Issues, Mark Roe
In this 1-credit, year-long course, we shall examine current Bankruptcy issues, transactions, and major judicial decisions.

Corporate Governance: The Short-Termism Problem, Mark Roe
In this course, students will examine writings on the problem of corporate short-termism, its consequences and sources, and what policy measures are appropriate.

Corporations, Holger Spamann
This course surveys the legal rules governing corporations with an emphasis on the protection of shareholders in large public corporations against management and controlling shareholders. Topics include asset partitioning, governance (shareholder voting, fiduciary duties, derivative suits, executive compensation), M&A, securities trading, corporate finance, protections of creditors and other constituencies, and choice of law. One quarter of the course will be based on problems drawn from transactional settings. The course emphasizes financial and strategic considerations throughout.

Corporate Finance, Holger Spamann
This course will teach financial concepts mostly through hands-on financial exercises, small and big; the only lectures will be pre-recorded videos you can watch at home. There will be few legal materials, and only as illustrations of financial concepts. As compared to a typical business school course, this course will put more emphasis on concepts and less on details of project valuation. There will be plenty of numerical exercises but little math. The textbook for the course is a standard corporate finance textbook at top business schools. The course is divided into four sections of three weeks each: (1) Replicating cash flows and the law of one price; (2) Diversification and market efficiency; (3) Capital structure; (4) Options, auctions, and market design. Each section concludes with a one-hour take-home exam to be taken anytime between midnight on the day of the last class and 4:30pm on the Friday of that week; there will be no other exam or paper for this course.

Hedge and Private Equity Funds: Law and Policy, Holger Spamann and Manish Mital
This class will introduce private investment funds – namely hedge and private equity funds and related investment vehicles – from the practitioner’s perspective, and discuss the foundational issues of corporate, securities, regulatory, and tax law that they raise. The course will begin by introducing and defining these funds. The first part of the class will then examine the main structural issues relating to such funds’ organization, investments, internal operations, and relationships with investors. A particular focus will be the impact of regulations on structure, and the considerations and policy concerns of institutional investors. The second part of the class will survey issues raised by the intersection of funds with markets and the economy, in particular their relationship to the financial services industry and to the real economy. This part will consider externalities—positive and negative—of fund strategies, including systemic risk. The course will conclude with a macro perspective on the future of the fund industry.

Legislation and Regulation 7, Matthew Stephenson
This course is an introduction to lawmaking in the modern administrative state. It will examine how Congress and administrative agencies adopt binding rules of law (statutes and regulations, respectively) and the ways that implementing institutions – courts and administrative agencies – interpret and apply these rules. The course will consider the structure of the modern administrative state, the incentives that influence the behavior of the various actors, and the legal rules that help to structure the relationships among Congress, the agencies, and the courts.

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.

Seminar: Topics in Mergers and Acquisitions, John Coates
Research and writing seminar on advanced topics in M&A. The 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.).

Seminar: Empirical Law and Economics, Allen Ferrell and Alma Cohen
This course will consider a range of issues in empirical law and economics. Empirical methods are increasingly used in legal practice and policy. The aim of this course will be to give students a sense of the empirical methods that have been applied to the study of legal issues, the key issues to which such methods have been applied, and how to evaluate and criticize such empirical studies. Among the subjects we may cover are empirical work on policing and crime, judges" decision, discrimination, corporate governance, and securities litigation. Special attention will be given to efforts to identify causality. Some session will feature speakers who do current empirical research.

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.

Seminar: Comparative Corporate Governance, Mark Roe
In this seminar we will investigate topics in corporate governance, often from a comparative perspective, using concepts from general corporate analysis and often with a legal policy perspective. The topics that we will examine are likely to include the legal foundations for large public firms, the reasons for differing corporate structures around the world, private equity, hedge fund activism, the modern short-termism controversy, and the differing goals around the world for corporate governance and corporate law.

Seminar: Global Anticorruption Lab, Matthew Stephenson
This course will provide an opportunity for students interested in anticorruption (from legal, social scientific, or policy perspectives) to work on independent research projects in a collaborative, interactive setting. Students will select one or more topics of interest to explore during the semester; we will meet each week to discuss one another's research, and to brainstorm new topics. In lieu of a long final paper or short weekly response papers, students will instead be expected to contribute four substantive posts (1-3 paragraphs each) to the Global Anticorruption Blog. Participants will also be expected to participate in online discussions and debates about other blog entries. Students interested in expanding their research into a full paper may do so for an appropriate number of additional independent writing credits.

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

Antitrust Law, Louis Kaplow
This course examines the law, economics, practice, and policy of the federal antitrust laws. The main subjects are horizontal agreements (among competitors), mergers, and monopolization. Given the nature of the subject, including legal practice, there will be a heavy ecomonics emphasis, although throughout the analysis will be non-technical and should be accessible to those without prior background.

Trusts and Estates, Robert Sitkoff
This course examines freedom of disposition in American succession law by way 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.