printer friendly pageLAW 1012: Corporate Reorganization
This course examines reorganization of a company under Chapter 11 of the Bankruptcy Code. We will examine reorganization through several stages of a business turnaround and restructuring (such as an out-of-court workout, a Chapter 11 filing, selected Chapter 11 operating issues, and the Chapter 11 plan of reorganization). We will also consider a few controversial issues that test the boundaries of bankruptcy law. For example, should a debtor have virtually unfettered discretion to choose any district (or any judge) for its Chapter 11 case? To what extent does Chapter 11 provide an appropriate forum to resolve mass tort claims? Can a Chapter 11 plan provide for a non-consensual settlement and release of claims held by one third-party against another third-party? Along the way we will touch on topics that often arise in a reorganization setting such as valuation, leveraged buyouts, and distressed debt investing. We will also follow current developments in actual Chapter 11 cases, primarily through reports in the media. Elements used in grading: class participation and final exam.
Terms: Aut, Win
| Units: 3
Instructors:
Ray, S. (PI)
LAW 1013: Corporations
This course is an introduction to the basic legal rules and principles governing the relations among managers, investors, and (to a lesser extent) creditors in the business enterprise. The course is the foundation for advanced business courses. We focus on problems that arise because a firm's managers and shareholders can have conflicting interests. We examine the costs associated with this conflict and how markets, legal rules, and contracts address them. Elements used in grading: Class participation, attendance, written assignments, midterm, final exam.
Terms: Win
| Units: 4
Instructors:
Klausner, M. (PI)
LAW 1013: Corporations
This course is an introduction to the basic legal rules and principles governing the relations between managers, investors, and creditors in the business enterprise. The course is the foundation for advanced business law courses. We focus on problems that arise because a firm's managers and owners have conflicting interests. We examine the costs associated with this conflict and how markets, legal standards (particularly judicially developed fiduciary duties) and contracts might reduce them. We also examine the way in which federal securities law complements state-level corporate law in the governance of public corporations. Topical areas of coverage include shareholder activism, mergers and acquisitions, and insider trading. Elements used in grading: Attendance, Class Participation, Exam.
Terms: Aut
| Units: 4
Instructors:
Milhaupt, C. (PI)
LAW 1013: Corporations
This course is an introduction to the basic legal rules and principles governing the relations between managers, investors, and (to a lesser extent) creditors in the corporation. The course is the foundation for advanced business law courses. We focus on problems that arise because a firm's managers and owners have conflicting interests. We examine the costs associated with this conflict and how markets, legal standards (particularly judicially developed fiduciary duties) and contracts might reduce them. We also examine the way in which federal securities law complements state-level corporate law in the governance of public corporations. Topical areas of coverage include shareholder activism, mergers and acquisitions, insider trading, and venture capital. Elements used in grading: Attendance, Class Participation, Exam.
Last offered: Spring 2022
LAW 1014: Current Issues in Tax Practice
This course will introduce students to major issues in tax practice. Each class will be co-taught by one or more leading practitioners in the tax bar, with other members of the bar attending. Subjects include international tax, intellectual property and tax, tax litigation, state and local taxation, working for the government in tax, tax lobbying and working in a corporate tax department. Class will meet at my home (with take-out dinner provided). The class offers students a good opportunity to connect their SLS tax courses to real-world tax issues and practitioners. Elements used in grading: Class Participation, Attendance, Written Assignments.
Last offered: Spring 2019
| Repeatable
3 times
(up to 6 units total)
LAW 1015: Corporate Social Responsibility
Although corporate social responsibility ("CSR") initiatives have been pursued by a range of companies as voluntary measures for decades, recent developments have rendered the exercise by companies of designing and implementing environmental, social and governance mechanisms inherently legal in nature. This course will explore the legal issues that companies have been forced to confront, increasingly with the support of specialized legal counsel, in pursuing CSR or sustainability objectives, including those arising in the context of supply chain human rights due diligence (e.g., minerals sourcing and human trafficking), impact investment and the adoption of alternative corporate forms, voluntary standards and mandatory requirements regarding non-financial disclosure and reporting (e.g., SASB, sustainability listing standards, possible amendments to Regulation S-K, and the EU non-financial reporting rules), director fiduciary duties and the changing expectations of investors, shareholder proposals and stakeholder engagement, and the rise of corporate social activism by companies and their officers, among others. Elements used in grading: Class Participation, Written Assignments, Final Paper.
Last offered: Autumn 2016
LAW 1016: Deals I
Most of the materials consist of case studies of business transactions (and no case law). We will use those case studies to analyze the economics underlying a wide range of business transactions and the contractual terms and structures used to respond to underlying economic challenges. During the second quarter, in Deals II, we will explore deals in greater detail by studying several complex transactions in full. For this part of the course, students will be divided into groups and will be assigned one deal to analyze. Each group will give a presentation of its deal to the class, and in the following class, a lawyer or other participant in the deal will come to class to present the deal based on his or her experience. We study new deals each year. Deals we have studied over the years have included movie financings, biotech alliances, venture capital financings, joint ventures, private equity investments, corporate reorganizations, and more. Special Instructions: This course is open to
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Most of the materials consist of case studies of business transactions (and no case law). We will use those case studies to analyze the economics underlying a wide range of business transactions and the contractual terms and structures used to respond to underlying economic challenges. During the second quarter, in Deals II, we will explore deals in greater detail by studying several complex transactions in full. For this part of the course, students will be divided into groups and will be assigned one deal to analyze. Each group will give a presentation of its deal to the class, and in the following class, a lawyer or other participant in the deal will come to class to present the deal based on his or her experience. We study new deals each year. Deals we have studied over the years have included movie financings, biotech alliances, venture capital financings, joint ventures, private equity investments, corporate reorganizations, and more. Special Instructions: This course is open to all students and required for Global Quarter. Students who take Deals I in the Winter must take Deals II in the Spring (and those who do not take Deals I in the Winter may not take Deals II in the Spring). There is no exam in the Winter Term. An In-School exam will be given in the Spring Term. Elements used in grading: Attendance, class participation, class presentation, written assignments, group paper (first and second draft), and exam. Early drop deadline: Students may not drop this course after the first week of class. CONSENT APPLICATION: To apply for this course, students must complete and submit a Consent Application Form available at
https://law.stanford.edu/education/courses/consent-of-instructor-forms/. There is no background required for the course. I use the consent form two reasons: (a) to ensure diversity across 2L, 3L and advanced degree students; and (b) to learn more about you, since we will working together for much of the year.
Terms: Win
| Units: 4
Instructors:
Klausner, M. (PI)
LAW 1017: Deals II
This course is the continuation of Deals I. In order to register for this course you must have taken Deals I; and if you took Deals I, you must register for Deals II. Deals I and II are in effect a single course that extends over two quarters. Deals II will meet ONLY FOR THE FIRST FIVE WEEKS OF THE SPRING QUARTER for four hours per week--for 2 units of course credit. During those five weeks, the course will meet on Monday (4:15 to 6:15) and Tuesday (9:00 to 11:00). During Deals I, students will have been divided into groups, with each group assigned to analyze one deal. Each group will have begun analyzing its deal during the Winter Quarter, and will give a presentation to the class during Deals II. Deals II will consist only of presentations Each week, we will begin with a student presentation, and we will follow that in the next class with a presentation by a lawyer or other participant in the deal. Special Instructions: There will be two sections of Deals II, one led by Professor Kl
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This course is the continuation of Deals I. In order to register for this course you must have taken Deals I; and if you took Deals I, you must register for Deals II. Deals I and II are in effect a single course that extends over two quarters. Deals II will meet ONLY FOR THE FIRST FIVE WEEKS OF THE SPRING QUARTER for four hours per week--for 2 units of course credit. During those five weeks, the course will meet on Monday (4:15 to 6:15) and Tuesday (9:00 to 11:00). During Deals I, students will have been divided into groups, with each group assigned to analyze one deal. Each group will have begun analyzing its deal during the Winter Quarter, and will give a presentation to the class during Deals II. Deals II will consist only of presentations Each week, we will begin with a student presentation, and we will follow that in the next class with a presentation by a lawyer or other participant in the deal. Special Instructions: There will be two sections of Deals II, one led by Professor Klausner and the other led by Professor Ringe. Students will be assigned to a section during the Winter term. There is no exam in the Winter Term. An In-School exam will be given in the Spring term. Grades will be given at the end of Spring term for both quarters. Elements used in grading: Attendance, class participation, class presentation, written assignments, group paper (first and second draft), and exam.
Terms: Spr
| Units: 2
Instructors:
Klausner, M. (PI)
;
Ringe, G. (PI)
LAW 1018: Derivatives
The course will examine the legal, regulatory, trading and risk management aspects of the $600 trillion notional over-the-counter and cleared derivatives markets. Derivatives have historically not been well-understood by regulators or the public and have been blamed for causing or contributing to the economic crisis. This course will offer students the opportunity to understand how various derivative products are designed, traded and risk-managed and what role regulators play in the derivatives industry. In addition, students will focus on understanding key legal contracts that underpin the global derivatives industry, in particular focusing on the ISDA© Master Agreement and Credit Support Annex, as well as documentation supporting credit derivatives and other common derivative types. Students will also consider the shifting regulatory landscape for financial institutions and hedge funds as it relates to the way in which these products are traded, with rates and credit products migrating to clearinghouses. The course will conclude with an examination of the economic crisis that erupted with Lehman Brothers' bankruptcy in September 2008 and the consequent policy reactions to that event from a derivatives and bankruptcy perspective. Elements used in grading: attendance, written homework assignments and a final exam.
Last offered: Winter 2023
LAW 1019: Current Topics in Sports Law
Current Topics in Sports Law is a one-unit seminar for up to 15 students with San Francisco 49ers General Counsel and SLS alumna Hannah Gordon. The class is made up of six 90-minute sessions and brief reflection papers. Attendance is mandatory at all six sessions to pass the course. The class will meet the first six weeks of Autumn Quarter. The seminar will explore current topics in the practice of law that are impacting the sports industry, both through litigation and legislation. 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.
Last offered: Autumn 2016
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