Materials for the U.S. Business Law Academy courses can be found by selecting the course title below.
Session 1: Introduction to Federalism and Separation of Powers
Monday, July 10 (morning)
Please read excerpts from the articles by the Congressional Research Service, Rosenthal & Joseph, the National Archive, and the Economist. These are all combined in a single document. Please also prepare answers to Discussion Questions #1, which will guide you to the important points in the reading and also will organize our discussion in class. You don't have to hand in the problem sheet but please be sure to have it with you in class.
Session 2: Statutory Interpretation
Monday, July 10 (afternoon)
Please read excerpts from three cases, Holy Trinity, Yates, and Bostock. These excerpts are combined into a single file. Please also prepare answers to Discussion Questions #2. You don't have to hand your answers, but please have the problem sheet with you in class.
Session 3: Impact Litigation: The Case Study of Ruth Bader Ginsburg
Tuesday, July 11 (morning)
Please read RBG as Nonprofit Entrepreneur (attached). Please also prepare answers to Discussion Questions #3, but you don’t have to hand in your answers.
Session 4: Introduction to Private Law and Law & Economics
Tuesday, July 11 (afternoon)
Please read the article by Baird and the article by Posner, Conway v. O'Brien, and the following pages from Schizer, Red, White & Blue–and Also Green: How Energy Policy Can Protect Both National Security and the Environment, S. Cal. L. Rev.: pp. 102-06, 110-13, 124-126 (top), 128-29 (top), 133-34, 135-40, 149-52, 172 (bottom)-75 Grumman v. Rohr. Please prepare answers to the Discussion Questions #4, but you don’t have to hand them in.
Texts
- Beyond Winning: Negotiating to Create Value in Deals and Disputes, by Robert H. Mnookin, Scott R. Peppet, and Andrew S. Tulumello, 2000.
- Ask for More: 10 Questions to Negotiate Anything, by Alexandra Carter, 2020
Day 1: Welcome, Opening Exercises, Negotiation Theory
- Reading assignment: Beyond Winning, Chapters 1-3
Day 2: Negotiation Simulations
- Reading Assignment: Beyond Winning, Chapters 4-5, 10
Class 1 (Economic Theory; Shareholder Voting)
- Slides for Class 1
- A&K, pp. 111-116, 189-196, 200-203, 229-246
- Statutory Background: SEC Rule 14a-8
- Recent Developments: Trinity Wall Street v. Wal-Mart Stores, Inc. (2015) pp. 39-47
Class 2 (Directors' Fiduciary Duties in Delaware Law)
- Slides for Class 2
- A&K, pp. 259-262, 269-275, 310-313, 316-322, 323-336
- Statutory Background: Delaware General Corporations Law (“DGCL”) §§ 109, 102(b)(7), 141
Class 3 (The Law and Ecomonics of Executive Compensation)
Class 4 (Duties of Oversight: Risk Management and Compliance)
- Slides for Class 4
- A&K pp. 277-306
- Statutory Background: DGCL § 102(b)(7)
Class 5 (Enforcement of Fiduciary Duties: Shareholder Litigation)
- Slides for Class 5
- A&K, pp. 411-418, 420-422, 431-442
- Statutory Background: Federal Rules of Civil Procedure, Rule 23.1
Class 6 (Economic Reasons for Mergers; Transactional Structure and Related Legal Rules)
- Slides for Class 6
- A&K pp. 197-526
- Statutory and Regulatory Background: DGCL § 251
Class 7 (Directors' Fiduciary Duties and the Sale of the Firm)
Class 8 (Defensive Tactics and the Poison Pill)
- Slides for Class 8
- A&K pp. 579-587, 590-592, 605-613, 662-668
- Recent Developments: Williams Companies Stockholder Litigation (2021)
I. Introduction: The Key Themes of Information & Incentives
2. Mergers & Acquisitions
- Discussion Questions #2
- Gilson, Value Creation by Business Lawyers: Legal Skills and Asset Pricing
- Freund, Anatomy of a Merger
3. Venture Capital
- Discussion Questions #3
- Baums & Gilson, The Legal Infrastructure of German Venture Capital Market: Replacing the U.S. Template
4. Motion Picture Industry
- Discussion Questions #4
- How One Brilliant Decision In 1973 Made George Lucas A Multi-Billionaire Today
- Excerpt from Batfilm Productions v. Warner Brothers
- Concessions are for Girlie Men, Slate
- Victor Goldberg, The Net Profits Puzzle, pp. 524-32, 538-50
- Mark Weinstein, Profit-Sharing Contracts in Hollywood, pp. 67-70, 100-11
5. Residential Real Property
6. Nonprofits: Information and Incentive Problems
- Discussion Questions #6
- Schizer, How to Save the World in Six (Not So Easy) Steps, Chapters 1, 2 & 3
7. Nonprofits: Planning and Priorities
- Discussion Questions #7
- Schizer, How to Save the World in Six (Not So Easy) Steps, Chapters 4 & 6
8. Nonprofits: Buy-In and Accountability
- Discussion Questions #8
- Schizer, How to Save the World in Six (Not So Easy) Steps, Chapters 5 & 7