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This is a travel course that is integrated into Deals I and Deals II. Students who take this course will have taken Deals I and Deals II in the same year. The course will have two elements. First, there will be two deals assigned to two groups of students, as is true of Deals II. Rather than meeting with the lawyers involved in those deals here at Stanford, as we do in Deals II, we will meet in Hong Kong. Students will complete their papers on these deals shortly following their week in Hong Kong. Second, we have a variety of meetings in Hong Kong in which we learn about transactions that are handled by lawyers and bankers there and more generally about business in that part of the world.

Large corporations now routinely spend millions of dollars to protect human rights and the environment. Shell Nigeria builds hospitals and schools in the Niger Delta. Nike employs hundreds of inspectors to improve conditions for the factory workers who produce its shoes across Asia and Latin America. Technology companies such as Facebook have scrambled to fend off the threat of new regulation since the Cambridge Analytica revelations. Other examples abound, across industries and around the globe. "Don't be evil" (Google's former motto) may be one motivation for these companies, but something more mundane is also at work: many companies believe they will do well, financially, if they do good, ethically. This course examines questions that lawyers in large law firms, corporations, NGOs, and government agencies regularly confront: --How does business activity affect human rights and other "social" goods (such as the environment and community cohesion)? --What factors, internal and external to companies, shape corporate decisions that have human rights/social impacts? When does it serve a company's interest to take costly action to address human rights, labor, and environmental concerns? -- What tactics have activists used to shift public opinion, media frames, and the law, and thereby change companies' incentives? We will learn through seminar-style discussion, lectures, role play, and small group exercises. Several guest speakers with experience in business, advocacy, or in between will provide insights from their experiences on the ground. Special Instructions: Students have the option to write a long research paper in lieu of the final exam with consent of instructor. After the term begins, students enrolled in the course can transfer from section (01) into section (02), which meets the R requirement, with consent of the instructor. Elements used in grading: Class Participation, Written Assignments; Final Exam or Final Paper. Cross-listed with International Policy ( INTLPOL 358).

Although definitions of commercial law vary, it generally concerns a business enterprise's contracts with its customers and suppliers (usually not with its investors or employees, and not relating to real property). This course surveys legal issues in contracts for the provision of goods, services and information; franchises and distributorships; commercial credit (including secured credit, sureties and guarantees, and letters of credit). Elements used in grading: Grades will be based on class participation, and either a final exam (section 01) or a final paper (section 02). After the term begins, students accepted into the course can transfer from section 01 into section 02, which meets the R requirement, with consent of the instructor.

This seminar will focus on key topics in corporate governance. We will cover a range of legal and economic issues, including the following topics: hedge fund activism, gatekeeper liability, executive compensation, proxy advisory services, environmental, social, and governance ("ESG") investing, and independent directors. Each of these issues will be introduced by readings and presentations, but the classes will rely on student discussion and critical evaluation of the papers and positions we examine. Many classes will have guest speakers who are experts in the respective area. Students will have the opportunity to write reaction papers that critically analyze the required readings, and to analyze other corporate governance issues of their choice by working in groups. Elements used in grading: Evaluation will be based on reaction papers, class participation, and performance in the group project and presentation.

This seminar explores the intersection of legal, business, and policy strategy in the startup economy. The class operates along two concurrent paths: First, under faculty supervision, students will act as if they were outside counsel to a Stanford-affiliated startup, learning the business and personal goals of the founder(s) and spotting the relevant legal and non-legal issues. Students will use formal analytical frameworks, including legal research, business strategy, policy strategy, and design thinking, to craft a comprehensive review of the startup's position within the applicable regulatory and business environment, and will present their strategy recommendations to the founder(s) and a panel of faculty and outside experts. Second, students will engage in a case-based exploration of complex legal, regulatory, and ethical issues that often occur in early stage companies. Through focused case studies, students will be required to spot issues, analyze potential outcomes, and make defensible recommendations for legal and business strategy. Issues covered will include corporate formation and capitalization, entering regulated marketplaces, supply chain ethics, employment and culture, and multi-jurisdictional scaling. Elements used in grading: Attendance, Class Participation, Written Assignments. CONSENT APPLICATION: To apply for this course, students must complete and submit a Consent Application Form available on the SLS website (Click Courses at the bottom of the homepage and then click Consent of Instructor Forms). See Consent Application Form for instructions and submission deadline.

This seminar is designed to afford students the opportunity to study the regulation of new, cutting edge payment systems that employ blockchain technology. To do so, students will familiarize themselves with the current state of the law of payment systems as represented in the Uniform Commercial Code, the National Bank Act, and other relevant statutes. Students will then engage readings regarding the regulatory difficulties presented by the realities of cryptocurrency technology. We will start with the history of digital currency, then look at the laws, organizations, trends, and communities behind it to build a complete picture of the ecosystem surrounding blockchain technology. Each student will present and discuss a paper on a topic of interest within the world of cryptocurrencies generally. Each of the students will research and write a paper on cryptocurrency regulation or regulatory technology as the principle component of their final grades. Students have two options. Those taking the course for 2 units (Section 01) will write papers that meet the PW (Professional Writing) requirement. Students taking the course for 3 units (Section 02) will write a long research paper. After the term begins, students accepted into the course can transfer from Section (01) into Section (02), which meets the R (Research) requirement, with consent of the instructor. Elements used in grading: Attendance, Class Participation, Written Assignments, Final Paper.

This course introduces students to the business and legal/governance issues in venture capital. We will begin with the role of venture capital in the broader US economy, who the players are in the ecosystem and how venture capital funds are raised and managed. We will then have a series of modules through which we'll understand how venture capitalists structure deals (including a full understanding of the economic and governance issues associated with a term sheet). We will dive into the role of the board post-investment, with a particular emphasis on the fiduciary duties (often conflicting) of the board in governing a venture capital financed business. In particular, we will look at the role of the board in financing activities, M&A activities and various special situations. The course will utilize case law as well as various articles and case studies to articulate the potential governance issues boards may encounter. We will focus on practical applications of the rules to real-world situations, with the goal of preparing students post-graduation to be able to properly advise venture-backed boards on how to successfully navigate many of the governance challenge. This class will meet the first five weeks of the quarter (September 25 to October 23). Elements used in grading: Attendance, Class Participation, Written Assignments.

This course will focus on the application of United States securities laws and regulations to non-US issuers. We will examine how that regulatory framework differs for non-US issuers, as compared to issuers domiciled in the United States. Initial public offerings, private placements under Rule 144A and Regulation S and ADR programs will all be covered. We will also discuss ongoing reporting requirements and other implications of being a non-US public company. We will take a close look at the Alibaba IPO . The course will be taught from a practical perspective with in-class review of SEC filings, offering documents, SEC correspondence and applicable SEC rules. The Morrison Case and its progeny defining the reach of U.S. Securities law to conduct with limited U.S. contacts, as well as SEC enforcement actions against non-US issuers, will also be examined. Prior completion of Securities Regulation or a comparable securities law class strongly encouraged. Elements used in grading: Class Participation, Final Exam.

This course will combine contract theory, a field of economics for which several Nobel prizes have been awarded, with a study of the practice of business transactions. Our discussion will explore how well economic theory illuminates actual contracting practices and how the practice of contract design deviates from theory. Our overarching goal will be to develop an understanding of business transactions that goes beyond the drafting of contract language to conceptual and structural features of agreements. We will discuss design topics such as how contracts respond to incomplete information, the "make or buy" choice (whether to carry out a project within a firm or contract with an external party), the role of judicial enforcement in relational contracts, the use of vague and/or precise language in agreements, obstacles and process of innovation in contracting, and the role and effect of bargaining power. This course differs from the Deals course in that it covers a different set of topics and is less applied, and this course will be conducted in a seminar fashion. Elements used in grading: Class participation, Written Assignments.