תכנית הלימודים

Introduction to the US Legal System

This course will provide a brief overview of the U.S. legal and regulatory system, focusing on issues of interest to the business lawyer. It will also introduce fundamental structural issues like the relation between federal and state law and its implication for corporate and securities law, torts, and IP, and will explore the process that produces business regulation.

Intellectual Property

Prof. Peter S. Menell

Focusing on U.S. IP law, we will explore particular challenges posed by the digital age to the principal modes of IP protection: protection for software and business methods (patent law), protection for software and file sharing technology and copy protection technology (copyright law), domain names (trademark law); and the intersection of IP with competition policy.

Entrepreneurship

Prof. Jerome S. Engel

Social Responsibility and Corporate Governance

Prof. Jo-Ellen Pozner

This module examines the relationships between corporate managers and the boards of directors charged with overseeing them. We'll review the responsibilities of the board, including financial statement approval, CEO performance assessment, executive compensation, and succession planning. While boards are legally bound to represent the interests of equity investors, in the course of carrying out this role they are often called on to respond to the needs of numerous other stakeholders, including customers, employees, government and society at large. With global brands at risk and mistakes instantly transmitted via Internet and social media, the reputational stakes are very high.

We will review some of the theory underlying modern governance practice, notably agency theory and economic theories of the firm. We'll study specific situations where boards and management teams faced governance challenges, and assess the strategies used to deal with them. And, we'll review the work of independent research firms that seek rate firms' corporate governance practices. Finally, we'll examine a critical skill within directors’ work – interpersonal influence – by exploring the topic of multilateral decision-making as a negotiation process.

Venture Capital

Prof. Abe Cable
This course provides a brief overview of venture capital and the role of “startup lawyers.” Topics will include entity formation, corporate governance, intellectual property, securities regulation, and conventional financing terms. We will also discuss the broader startup and venture capital “ecosystem” beyond purely legal issues.

Digital Antitrust

Prof.Tom Brown

Following an overview of U.S. antitrust, we will focus on some of the most exciting and noteworthy issues currently arising in business law, such as the regulation of competition in the digital age, as well as prominent recent cases, like the emerging case of B2B search engines vs. Google.

Advanced Technology: Legal, Regulatory and Policy Issues

Prof. Steve Zipperstein

The incredible pace of technological change during the past 25 years has presented enormous theoretical, practical and policy challenges for legal systems throughout the world. Technological disruption has forced the law to grapple with rapidly changing conceptions of jurisdiction, privacy, national security, intellectual property and copyright protection, government regulation, competition, hacking and other technology-based criminal activity.
This course will focus on cutting-edge issues in technology and the law. The course is for students with existing familiarity with basic technology-related legal issues, such as regulation, intellectual property and privacy law. The coursework will build on that foundation and focus on the legal and public policy aspects of more advanced topics, such as 5G wireless broadband technology, autonomous vehicles, drones, artificial intelligence, virtual/augmented reality, Blockchain, crypto-currency, location-based technology, facial recognition, biometrics and social media.
We will examine the emerging legal and public policy responses to these advanced technologies in the United States, the European Union and elsewhere, as well as special problems arising in the areas of civil and criminal liability and cybersecurity.
The course will be organized in two parts. The first several sessions will be focused on specific examples of the new cutting-edge technologies that are presenting tremendous opportunities and risks for society. The remaining sessions will focus on a host of legal and public policy issues implicated by these new technologies. We will examine how the law is struggling to fit new technologies into old legal paradigms, and at the same time to adapt to a rapidly changing world.

Securities Fraud

Prof. Reza Dibadj

This module focuses on antifraud litigation, with a particular focus on insider trading laws. It begins with an overview of the elements of the broadest and most commonly used antifraud provision in the securities laws: Section 10(b) of the Securities and Exchange Act of 1934, and Rule 10b-5 promulgated thereunder. Next, it discusses the particular problems of trying to proscribe insider trading using these elements by exploring the federal common law of insider trading as articulated in landmark United States Supreme Court decisions. The module concludes with a discussion of mechanisms beyond Section 10(b) and Rule 10b-5 through which insider trading is regulated; notably, Section 16 and Rule 16, Regulation Fair Disclosure, and Rule 14e-3. Current doctrinal and policy debates will be discussed throughout.

Merger & Acquisitions

Prof. Steven Davidoff