29 Nov 2023
Booth 42201 Fall
2023
The University of Chicago Booth School of
Business
Randal
C. Picker
James
Parker Hall Distinguished Service Professor of Law
The
Law School, The University of Chicago
Modality
I expect both sections of
this course to be in person without a Zoom option.
Overview
The point of this course is
to introduce students to the legal system and legal reasoning with an emphasis
on the way that law shapes the strategic environment for businesses. Said
differently, this course is about the intersection of law and business
strategy.
There is no textbook for
the course. I will post the readings in chunks throughout the quarter and you will be able to download the readings here.
I set forth below a draft of what we are likely to cover this quarter, though
the readings change year by year and I do like to update them as current events
dictate.
Grading in the class is
based 50% in the work in connection with the class blog and 50% based on a take
home final. All work in the course must adhere to the Booth standards of
conduct in the Honor Code and Standards of Scholarship.
As to the blog, as I will
explain in greater detail via email, you will be required to do two individual
blog posts, two group posts and four individual comments. One of the group
posts will be presented in class.
https://canvas.uchicago.edu/courses/52045
If
you cannot access the blog, it is likely because you signed up for the class
after the blog was created. You should log into voices.uchicago.edu with your
CNETID and then email me your CNETID (not your password) and which section you
are in and I should be able to fix it.
-
Wednesday section
Blog: https://voices.uchicago.edu/202304busn42201-81
Sign
Up Sheet for group blog post class presentations
Sign
Up Sheet for group blog post class presentations
Artificial Intelligence
The new
wrinkle from last year is the emergence of AI. I do not think that we know what
that means really, but I did want to try to set expectations upfront. The
grades in this course are based on the take-home final exam (50%) and the
blogs. The use of AI is absolutely prohibited on the exam. I highlight
that idea upfront. By the end of the quarter, I suspect that rule will be a bit
more textured and I will talk about that in class.
But, for now, take the prohibition as the core idea.
As
to the blog, AI may not be used in a way that would constitute plagiarism if
the generative AI were a human author whose work was used without attribution. That highlights a related idea: on the blog, I
want to experiment with an AI disclosure regime. I think that will help us
all learn what we are able to do with this technology. Again, the precise scope
of what those disclosures should be will probably evolve over the quarter, but
for now, I want to start with disclosures of prompts and LLMs being used (and also other freestanding AI tech being used). I do want
to distinguish that from say, the generative AI that Google had incorporated
into search (I will show an example of that in our first class if you have not
encountered it). Again, we will need to work our way through this.
Class 1: Wed, 9/27; Sat, 9/30: Property, Contracts and
Business Models
a. Readings for the Day: International News Service, hiQ, Barnes & Noble, StubHub (Reading Set 1:Pages 1-24)
b.
Slides for class
Class 2: Wed, 10/4; Sat, 10/7: Intellectual Property
a. Readings for the Day: Google, Multi Time Machine, Alice (Reading Set 2:Pages 25-56)
b. Slides for class
Class 3: Wed, 10/11; Sat, 10/14: Antitrust and
Competition
a. Readings for the Day: Apple, Apple/Epic, U.S. v. Google (2020), U.S. v. Google (2023) (Reading Set 3:Pages 57-96)
b. Slides for class
c. Podcast Extra: Doug Melamed, Professor of Practice, Stanford Law School: MS-DOS Antitrust; The Internet Tidal Wave; A Meeting with Bill Gates; Theory of the Case; Tying; Remedies; Appeal and More Remedies; and Intel (62 minutes)
Class 4: Wed, 10/18; Sat, 10/21: Platforms, Networks
and Standards
a. Readings for the Day: DVD Business Review Letters, FCC Net Neutrality Statement, Amazon EC Investigation, Digital Markets Act (Reading Set 4:Pages 97-136)
b. Slides for class
Class 5: Wed, 10/25; Sat, 10/28: Governance: Entity
Choice and Fiduciary Duties
a. Readings for the Day: Van Gorkom, Twitter Materials, Business Roundtable Statement (Reading Set 5:Pages 133-172)
b. Slides for class
c.
Podcast
Extra: Laurence Stein,
Partner (ret.), Latham & Watkins: Finding a Lawyer; Working with Lawyers;
Taxes, IP and the Roach Motel; Entity Choices for U.S.-Based Businesses (33
minutes)
Class 6: Wed, 11/1; Sat, 11/4: Structuring
Transactions, Finance and Bankruptcy
a. Readings for the Day: 203 N. LaSalle, Chrysler, LTL Management (Reading Set 6:Pages 173-202)
b. Slides for class
c. Podcast Extra: Teresa Wilton Harmon, Managing Partner, Sidley Austin, Chicago: Law Firm Life; MBA v. JD; Selecting Lawyer and Working with Them; The Law Firm as a Business; Managing Through Covid; The City of Chicago; Gender (31 minutes)
Class 7: Wed, 11/8; Sat, 11/11: New Products
a. Readings for the Day: FTC Facebook, Airbnb NYC Statement, California Prop 22, California Autonomous Vehicle documents, White House Electric Vehicle Charging Doc, White House AI Statement (Reading Set 7:Pages 203-232)
b. Slides for class
c. Podcast Extra: Adam Kovacevich, formerly Head of Government Relations, North America and Asia Pacific, Lime: Not a Lawyer; Working in Washington; Leaving Google; Regulatory Challenges Faced by Lime (33 minutes)
Class 8: Wed, 11/15; Sat, 11/18: International Issues
a. Readings for the Day: U.S. Limits on Chip Tech Exports, European Court of Justice Press Releases, Tianrui, NYT on Wal-Mart and FCPA (Reading Set 8:Pages 233-250 + readings at NYT link)
b. Slides for class
c. Podcast Extra: Kim Taylor, Vice President and General Counsel, The University of Chicago: From P&G to The University of Chicago; Choosing Law Firms and Allocating Work between Internal and External Lawyers; Legal Issues in the University (34 minutes)
Class 9: Wed, 11/29; Sat, 12/2: Understanding
Government Power
a. Readings for the Day: Andersen Materials, KPMG, Monaco Speech, Operation Warp Speed (Reading Set 9:Pages 251-282)
b. Slides for class
c. Podcast Extra: Sharon Fairley, Professor from Practice, The University of Chicago Law School: Getting an MBA and Building an Advertising Group; Going to Law School; Life as a Federal Prosecutor; Policing (32 minutes)
Additional Information
The information contained
in these documents is confidential, privileged and only for the information of
the intended recipient and may not be used, published
or redistributed without the prior written consent of the Booth faculty
member(s) teaching the course.
The University of Chicago
is committed to ensuring the full participation of all students in its programs.
If you have a documented disability (or think you may have a disability) and,
as a result, need a reasonable accommodation to participate in class, complete
course requirements, or benefit from the University programs or services,
please contact Student Disability Services as soon as possible. To receive a
reasonable accommodation, you must be appropriately registered with Student
Disability Services. Please contact the office at 773-702- 6000/TTY
773-795-1186 or disabilities@uchicago.edu,
or visit the website at disabilities.uchicago.edu. Student Disability Services
is located at 5501 S. Ellis Avenue. If you have an approved accommodation from
Student Disability Services that you plan to use in this course, please contact
Academic Services (AcademicServices@lists.chicagobooth.edu)
as soon as possible. Academic Services will provide support to you and your
instructor and coordinate the details of your accommodations on your behalf.