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ESG has gone through a maturation process, marked by scrutiny on the left and pressure on the right, with the result that companies are refocusing their efforts on ESG topics that are relevant to the business and ESG measures that are right-sized for their organizations. As companies revisit and redesign their ESG roadmaps through this new lens, legal, regulatory and governance drivers are playing a more significant role than ever before, and lawyers, both in-house attorneys and outside counsel, are being called on to oversee strategic ESG initiatives, serve as internal ESG champions, and chair management-level steering committees composed of representatives from across the enterprise. These regulatory drivers also interact in complicated and nuanced ways with voluntary standards, which despite concerted efforts towards convergence, still differ in meaningful ways. Meanwhile, commercial ESG requirements from customers or other business partners, flowed down in supplier policies and incorporated into contracts, have emerged as an extremely influential ESG driver, and for smaller companies, can often determine the contours and content of an ESG program. These developments have combined to create significant challenges for companies from an internal oversight and management perspective, as they wrestle with how to effectively advance strategic ESG objectives against the backdrop of an ever-growing patchwork of laws, regulations and stakeholder expectations. This course will explore the role of law, regulation and governance in shaping ESG strategy and the methods used by companies to manage this complexity, including with respect to climate-related matters, product sustainability claims, diversity, equity and inclusion, human rights, responsible sourcing, and sustainability and AI. Elements used in grading: Attendance, class participation, final paper.

The globalization trend that began with the Bretton Woods Agreement has now reversed, with the world breaking apart into regional silos with their own international arrangements, legal systems, and commercial norms. This fundamentally transforms the job of lawyers engaged in international business and other forms of exchange. This seminar will explore the process of globalization, de-globalization and its consequences, particularly for U.S. transactional lawyers. US relations with China will serve as the most important bilateral manifestation of the trend and its legal, financial, and geopolitical implications although the course will touch upon other regions as well. The format will comprise weekly lectures and discussions with readings and short writing assignments or group projects. The first third of the seminar will explore the broader phenomenon of deglobalization and its general implications, including such topics as due diligence, financial and commercial law and its enforcement, and ownership of raw data; the second, the tools available to address specific problems such as legal uncertainty and risk mitigation; and the third, case studies showing how those tools are effectively, or ineffectively, applied in the real world. The seminar will conclude with exercises designed to give students the opportunity to identify problems and devise remedial strategies. The specific problems will stem from topics that appear in the news, which will demonstrate the immediate relevance of what the course covers. Students will be evaluated based on their periodic short papers and the quality of their class participation. My intention is to distribute the workload equally across the term in the expectation that the students will be engaged for every session rather than focusing disproportionately on the final week.

This course provides an introduction to the law that governs the banks and other financial institutions that provide money and credit to the broader economy. It covers the legal framework and agencies that governing banking in the United States, including the conceptual foundations of what constitutes the business of banking, its history, and political economy. It explores related topics in consumer financial protection and competition law, the rise of the shadow banking sector, and the causes and consequences of the 2008 and 2023 financial panics. The course also considers emerging policy debates regarding topics like the regulation of cryptocurrencies and financial technology companies and the role of climate change in the financial system. The class will prepare you to apply banking law and its principles whether working in government agencies or private practice. There are no prerequisites for this course, although some familiarity with basic economic concepts, business law, and/or administrative law may be helpful. The course grade will be based primarily upon a final written examination and class participation and performance during the quarter. Elements used in grading: Attendance, class participation, class performance, exam.

Brian Chesky didn't come from the hotel business (AirBnB). Travis Kalanick didn't come from transportation (Uber). Reed Hastings didn't come from the movie business (Netflix). More often than not, industries are disrupted from the outside. This is where the theory and practice of entrepreneurship meet to create wild opportunities, paradigm shifts in consumer behavior, and fundamental market dislocations or outright disruptions. It is also where unchecked behavior, growth at all costs, the pressures of venture capital or public markets to scale, scale, scale - create negative externalities, unintended consequences, regulatory capture, and a new class of trillion dollar enterprises and hundred-billionaire individuals that seemingly sit above nation-states and the rule of law. How do founders get there? How do you take a foundation in law or business, computer science, design, or even the arts, and strike out on your own? What makes for a good venture-backed idea or a bootstrapped one? How do you go from idea to MVP (minimum viable product), from MVP to Seed, to Series A, and then scale beyond that? How do you do it sustainably, that is, sustain yourself, respect the commonwealth, and stay true to the rule of law? What does a hard pivot look like, and what do you do when things go wrong, as they inevitably do? (And what does this jargon even mean?) Times are good, capital is cheap and you're a darling of the press - but what happens when venture dries up as it did just after the "Nuclear Winter in Crypto" or the "Netflix Correction" in the media industries, and you have a startup that has to do layoffs and live to fight another day? Finally, how might a solid understanding of these issues be relevant to you as a trusted advisor or aid you in your own entrepreneurial pursuits? These questions are at the heart of this course. Phase one of this course (Weeks 1-3) will start by first exploring the idea of entrepreneurship, the "why" of starting a new company, and the classic research and analysis that should go into one of the most important decisions in a first time founder's life -- leaving a stable job or career path and betting on yourself and an unproven idea. We will reflect on the myth of the "self made founder?" and delve into who gets to be a founder in the first instance. We will discuss founder "personality" and behavior versus corporate soldiers. Individualism and bureaucracy. Believe it or not, there are pros and cons to both. We will do GTAM exercises ("Global Total Addressable Market"), creating competitive and "SWOT" analyses, finding "Blue Ocean" ideas and opportunities versus copying others (though copying and being second in market is very often a winning path). We will look at differentiation and competitive edge through business practice and growth as well as legal protections. Finally, in this first phase, we will examine ethics and culture, and how to build a startup with integrity and governance in mind from day one, looking at a previous era of "build fast and break things," "fake it till you make it," or "don't ask for permission, ask for forgiveness" in the Valley and the externalities we have inherited from this culture. In the second phase of the course (Weeks 3-6), we will move from theory to practice. We'll look at the basics, common forms of incorporation to be ready for angel and/or VC investment, as well as common mistakes in laying the proper foundation to grow. We'll look at building out founding teams and equitable ways of creating incentive programs whether through equity, salary or other non-financial incentives. Getting healthcare and payroll running is no small feat! More importantly, we'll get your company going - this could be an existing, or new but real startup, or a theoretical one for class purposes only - but we will build out your 3 year business plan, financial model, success metrics and milestones (KPIs or "Key Performance Indicators"). And, as with the first phase, we will end with how to establish this course with integrity and governance in mind, which means building out a board and advisory circle that will help you grow, and also provide a system of checks and balances along the way. We will use various industries at the front or tail end of a tectonic plate shift, principally this semester focusing on the impact of technology and tech giants on the entertainment industries, but we will also use case studies from Tesla to WeWork and Theranos in examining outsiders disrupting traditional or highly regulated industries with a frequent disregard for governance, ethics, regulation, and the rule of law. We will explore why the rule of law is frequently seen as antagonistic to entrepreneurship, versus existential or symbiotic to it. The class is led by a Stanford Law alumni and former Ninth Circuit clerk and technology lawyer who threw it all away when the love of starting companies, win or lose, took hold. In each two-hour class, we will have: hands on interactive discussion from previously assigned readings; a guest speaker that will be relevant to the topic at hand; time to look forward and ask questions on the upcoming class assignment and reading; and, throughout the semester, time for in-class presentations by the students on their on-going projects. We will have a range of guests that may include: founders, VCs, technologists, strategists, board members, and entrepreneurs in non-traditional VC-backed businesses (music, CPG, restaurants, etc) join us to discuss the interplay between the creative idea at the core of a startup and the business of actually growing a startup, and ultimate challenge of doing it effectively and ethically. Elements used in grading: Attendance, class participation, and a series of projects assigned throughout the course as part of developing and pitching a startup (that can be group, solo and or with co-founders not in the class but enrolled in another school or department at Stanford). The final project, in lieu of a paper or exam, is a company pitch deck and a 3 year business plan. There will be an optional class 'kickoff' dinner on or around the first week of classes, and an optional class 'wrap-out' dinner on or around the end of classes, these will be outside of regular class times, and attendance will not be required, though welcomed.

This one-week intensive course covers selected topics that are fundamental to mergers and acquisitions law and doctrine, as well as the financial and transactional issues that they present. Our principal focus will be on the principal drivers of M&A activity, the business rationales behind such transactions, the documentation and negotiation of deals, and key fiduciary duties in the M&A context. Tax, antitrust, securities, intellectual property, foreign investment law and other legal/regulatory practice issues will play supporting roles as well. This class is mandatory Pass/Fail. This determination will be based on 10-page research paper (75%) on a M&A relevant topic, as well as participation points (25%). Students must clear their paper topic with me in advance (and I will post a list of specimen topics for inspiration). Although I will permit the use of Artificial Intelligence (such as large language models) to assist you in the production of the paper, you must include a disclosure summarizing whether and how you utilized AI in the process. Participation points will be a function of regular attendance, quality of in-class participation. Registration for this course is in the Winter Quarter. The course meets during spring recess March 24 to 27 (10:00 am - 12:00 pm; 1:00 pm - 3:00 pm) and March 28 (10:00 am - 12:00 pm).

In this experiential course, you're the lawyer. A substantial amount of class time will be spent on interactive discussions, during which we will work together to make arguments and analyze strategic decisions based on scenarios drawn from real cases. Each class will also cover a significant civil procedure milestone in a real case. Through those cases, we will examine each phase of a private securities class action as well as related derivative litigation, SEC enforcement actions, and internal investigations. Using pleadings, motions, and other filings from real cases, we will cover the life cycle of a securities class action from the filing of an initial complaint through trial. Our goal is to prepare you to practice law as a securities litigator and equip you with complex litigation skills that will be applicable in a variety of practices. By the end of this course, you should understand the doctrine and the principles central to securities litigation sufficiently to advise clients and construct arguments on the issues that frequently arise in these cases. You should also understand the arguments advanced by those who criticize and defend the current regime. Elements used in grading: Attendance, class participation, final exam.

This course analyzes advanced topics in shareholder and corporate governance litigation. In addition to exploring the substantive law, the course will examine the strategic and tactical choices inherent in breach of fiduciary duty cases, M&A transactions, and other disputes over corporate control including controlling and founding shareholder rights and limitations, as well as the effect of recent amendments to Delaware's corporate laws. Students will learn the principles underlying shareholder litigation, and will engage with hypotheticals and real world examples implicating allegations concerning changes of control, executive compensation, insider trading, mergers and acquisitions, and Section 220 disputes. The hypotheticals will focus on contemporary fact patterns, including those involving how the tech industry and tech executives are shaping the face of fiduciary duty law. The class culminates in "hands on" opportunities for students to participate as the "lawyers" in a simulated case, writing briefs and arguing motions during different stages of litigation. The goal: a realistic picture of shareholder and corporate governance litigation. Elements used in grading: Attendance, class participation, written assignments, oral argument exercise, final paper. While the course will be taught as a part of the Global Quarter, it is open to all students (except 1Ls) by lottery and is not limited to students enrolled in the Global Quarter.

Innovation in financial services can broaden access to necessary services, enable new economic activity, and have meaningful societal benefits. It also presents risks to consumers, our financial regulatory system and, at scale, our economy. This course examines the interplay between tech innovation in financial services and the laws that seek to govern those services. It focuses on: -- how and why U.S. and non-U.S. legal frameworks distinguish between fintech and the traditional regulatory perimeter; -- the complex U.S. regulatory landscape for fintech firms in payments, lending, and investments; and -- the policy and regulatory push-and-pull between the law and new, fundamentally disruptive technologies--including stablecoins and open banking. In addition to lectures and discussion, the course will use two fintech case studies to explore current legal questions. These case studies will examine both policy considerations and how to craft legal advice for clients operating at the cutting edge. Elements used in grading: Attendance, class participation, final exam. Global Quarter (GQ).

There have been increasing calls from both the left and the right for a more aggressive antitrust approach to Big Tech and concentrated economic power. This seminar will trace the evolution of antitrust policy from the Chicago School of the 1970s and 1980s to the progressive neo-Brandeisian movement of the past decade. We will examine how recent trends in antitrust thinking have influenced ongoing cases against Google, Amazon, Meta, Microsoft, and Apple. In the process, we will ask basic questions about the proper role of antitrust in modern society. For example, should "consumer welfare" be the exclusive focus of antitrust policy, or should we regard it as just one of several objectives? When is antitrust enforcement the best tool for addressing competition problems, and when is industry-specific regulation preferable? There are no prerequisites for this course. For the benefit of those who have not taken antitrust before, we will begin the seminar with a quick overview of the relevant statutory provisions, legal doctrine, and institutions. Elements used in grading: Attendance, class participation, final paper.