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This field study is open to students enrolled in the seminar LAW 1063 Global Business Law and Public Policy (GBLPP). Health and safety conditions permitting, students will travel to Singapore with the instructors over spring break for a series of meetings broadly related to the topics explored in GBLPP, which may include global business and human rights, doing business in weak rule of law environments, and responses to the COVID-19 global pandemic. Cultural activities and activities with law students in Singapore will also be planned. 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. NOTE: This course is tentative subject to health and travel restrictions. Consent application will be announced pending approval of the course.

This course will focus on the so-called "FinTech Revolution" which is transforming traditional banking and financial services. FinTech generally refers to disruptive financial sector innovations involving technology-enabled (online and mobile device-based) business models. Independent FinTech businesses can facilitate disintermediation, create and deliver novel products and services, increase access and inclusivity, reduce costs and both create and address privacy, regulatory and law-enforcement challenges. FinTech can also refer to the increasingly technological approaches that both incumbents and entrepreneurial ventures take to the main financial intermediation functions, e.g., maturity transformation, payments, capital raising and remittances, and to "back end" data systems and regulatory compliance. The goal of the course will be for students to understand the major categories of FinTech innovation in the U.S., including crypto currency and blockchain, the evolving business models and regulatory and legal structures that underlie these categories, and the opportunities and risks that emerging FinTech business models create for financial, legal and regulatory systems. Non-U.S. examples will be used to compare and contrast different approaches to key policy issues. Four key themes will be emphasized: 1) Understanding innovative business models in emerging FinTech. 2) FinTech competition and cooperation with the existing financial services ecosystem and 'big tech.' 3) Financial regulatory and legal system coverage of, mismatches with, and adaptation to, emerging FinTech business models. 4) Public Policy issues surrounding FinTech (Innovation and efficiency; Personal financial data ownership, use, control and liability; Financial stability; Financial inclusion and consumer financial health). No prerequisites but professor permission will take into account relevant background. Elements used in grading: class participation, class assignments and final take-home assignment. 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.

The neoliberal orthodoxy that corporate managers' sole duty is to maximize shareholders' financial value has never been entirely adhered to in practice and has been increasingly challenged in recent decades. While acknowledging the importance of shareholder value, commentators have argued that corporations should purposively benefit other stakeholders, including customers, employees, and the communities they affect. At the same time, there has been an upswing of investments aligned with investors' social interests, including public equity investments in companies with high environmental, social, and governance (ESG) ratings and private equity "impact investments" that typically incur greater risks than pure market rate investments. This course will consider a variety of legal, ethical, and policy issues related to corporations' purposes and responsibilities, including: the meanings and measures of corporate social responsibility (CSR) and ESG criteria; disclosure of a company's environmental and social harms or risks; when is it legally and ethically appropriate for corporate managers or institutional investors to compromise shareholder value in the pursuit of social, environmental and other nonpecuniary goals; constituency statutes and benefit corporations that reflect interests other than profit maximization; the power of investors to influence corporate behavior through affirmative investments, divestments and shareholder activism; the power of various stakeholder groups to influence corporate behavior; proposals for broadening the purpose of corporations; barriers to these various practices and proposals; and whether they can be accommodated within neoliberal ideology or require a new framework. You may write a series of short commentaries on four of the sessions. Students electing this option will be graded on a Mandatory Pass/Restricted Credit/Fail basis and receive 2 units of credit. Alternatively, you may write a single empirical research paper on a topic of your choice. This will satisfy the Law School's Research requirement. These papers will be graded on an Honors/Pass/Restricted Credit/Fail basis. Students taking the seminar for R credit can take the seminar for either 2 or 3 units of credit (section 02), depending on the project and paper length. 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 class is limited to 20 students, with an effort made to have students from SLS (15 students by lottery) and 5 GSB students by instructor consent. Elements used in grading: attendance, class participation; written assignments or research paper.

The course explores a series of controversial social challenges facing publicly traded corporations. Among other topics, the course will likely analyze: (1) The constitutionality and effectiveness of recent California legislation mandating boardroom gender and racial diversity; (2) Google's recent settlement of derivative litigation relating to gender concerns by creating a $310 million social justice fund; (3) The Business Roundtable's statement that corporations owe obligations to constituencies other than stockholders; (4) Derivative litigation challenging boards composed entirely of white directors; (5) The reasons that few senior Wall Street executives were prosecuted in the wake of the 2008 financial crisis; (6) The performance of Wells Fargo's board of directors during its recent phony accounts crisis; and (7) Whether investments that pursue environmental, social, and governance (ESG) approaches can outperform the market, and potential SEC-imposed ESG disclosure obligations. This topic list will likely change in light of evolving events. Students will be required to write a paper and to sit for an examination. Elements used in grading: Written Assignments, Final Exam.

This course examines in detail the operation of the exemptions from the Securities Act of 1933, with particular emphasis on the operation of these exemptions in the context of venture capital practice. Thus, the focus is on the private placement exemption, exemptions used to place incentive equity with employees, the potential for equity-sharing in the gig economy, resale exemptions used by founders and employees to obtain pre-IPO liquidity, Rule 144, and the evolution of private resale markets. Special Enrollment Instructions: The course is open to students who have completed the Winter 2021 Securities Regulation ( Law 1027) course. Interested students may enroll directly in Axess. Students that have not completed Law 1027 in Winter 2021 must email Professor Grundfest at grundfest@stanford.edu for consent prior to enrolling in the course in Axess. Students that enroll in Axess without instructor consent will be asked to drop the course. Elements used in grading: Attendance, Participation, Extended Take-Home Exam.

Although definitions of commercial transactions vary, they generally concern a business enterprise's relationships with its customers, suppliers and creditors (typically, not with its investors or employees, and not relating to real property). This course builds on first-year Contracts by studying legal and business issues in commercial contracting for the provision of goods, services and information: such as franchise and distributorship agreements; mid-stream adjustments through modifications, waivers and course of performance; and the role of third parties (beneficiaries, assignees, guarantors and sureties, corporate affiliates). Elements used in grading: Class Participation, Final Exam. The exam will be in-class during the last week.

This course examines legal, economic, and policy aspects of land and real property taxation. These taxation methods are a principal source for local government finance in many countries and have substantial economic impact. We will examine real property taxation methodologies across the world, creating an appreciation for the scope and typology of legal arrangements. We then will examine economic, business, and policy implications. Topics include, among others, the impact of the tax on land use and property values, tax incidence, choice of rates, inter-jurisdictional tax competition, the impact on state and local finance, collection and enforcement, the politics surrounding the tax, and technical issues such as property valuation and computer assisted mass appraisal. We will devote a significant amount of time in the course to land taxation, taxes that apply only to land values and not to the value of structures. This method has huge promise and has been implemented in some locales across the world but is much less widely applied than the conventional property tax that applies to total value, structures as well as land. The course should be of interest to students contemplating careers involving real estate legal practice, real estate business, or public policy. Elements used in grading: Exam.

This class will provide a foundation to working with state and local tax systems. We will begin with a discussion of the primary rules, mostly derived from the federal constitution, that govern state and local taxation. We will then discuss the statutory law and mechanics of the three main state and local taxes (income, sales, and property). Finally, we will also address non-tax taxes. In working our way through the doctrine, there will be regular attention given to the underlying policy issues. Elements used in grading: Attendance, Class Participation, Written Assignments, and Final Exam.

This course examines United States federal income taxation as applied to blockchain technology. The course covers taxable transactions, airdrops, loans, mining, staking, hard forks, and other blockchain-based transactions. The tax consequences of transactions using blockchain-based assets assets will also be considered, including stablecoins and NFTs. Policy questions surrounding the taxation of cryptocurrency will also be considered. Elements used in grading: attendance, class participation, take-home final exam.