Publications and Papers
ILE is a member of the Legal Scholarship Network (LSN), a subset of the Social Science Research Network. Current ILE research papers are posted in the University of Pennsylvania Law and Economics Research Paper Series on the LSN Website.
David Abrams, Professor of Law, Business Economics, and Public Policy
COVID and Crime: An Early Empirical Look (working paper).
Tom Baker, William Maul Measey Professor of Law and Health Sciences
The Pandemic and the Past & Future of Insurance Law & Practice, __ DePaul L. Rev. __ (Clifford Symposium) (2021) (with K. Abraham).
Uncertainty > Risk: Lessons for Legal Thought from the Insurance Runoff Market, 62 Boston College L. Rev . 59 (2020) (reviewed in Jotwell).
How Liability Insurers Protect Patients and Improve Safety (with C. Silver), 68 DePaul L. Rev. 209 (2019).
Behavioral Economics, Decumulation, and the Regulatory Strategy for Robo Advice, in The Disruptive Impact of FinTech on Retirement Systems, Olivia S. Mitchell, ed. (2019) (with B. Dellaert).
William W. Bratton, Nicholas F. Gallicchio Professor of Law Emeritus
CORPORATE FINANCE: CASES AND MATERIALS (Foundation Press, 9th ed. 2021).
Corporate Law and The Myth of Efficient Market Control, 105 Cornell L. Rev. 675 (2020) (with S. Sepe).
Collected Lectures and Talks on Corporate Law, Legal Theory, History, Finance, and Governance, 42 Seattle U. L. Rev. 756 (2019).
Cary Coglianese, Edward B. Shils Professor of Law and Professor of Political Science
AI in Adjudication and Administration, __ Brook. L. Rev. __ (forthcoming) (with L. Ben Dor).
Administrative Law in the Automated State, Dædalus (forthcoming).
Algorithmic Administrative Justice, The Oxford Handbook of Administrative Justice (Oxford University Press, Marc Hertogh, Richard Kirkham, Robert Thomas and Joe Tomlinson, eds., forthcoming) (with S. Appel).
Compliance Management Systems: Do They Make a Difference?, Cambridge Handbook of Compliance (Cambridge University Press, D. Daniel Sokol & Benjamin van Rooij, eds., forthcoming) (with J. Nash).
The Regulator’s Handbook (Brookings Institution Press, forthcoming).
Who Wins, Who Loses: Inequality and the Distribution of Regulatory Impacts (Brookings Institution Press, forthcoming).
Improving the World Through Better Regulatory Law and Policy (Edward, Elgar forthcoming).
Unrules, 73 Stan. L. Rev. 885 (2021) (with G. Scheffler & D. Walters).
What Regulators Can Learn from Global Health Governance, 16 Global Health Governance 14 (2021).
Contracting for Algorithmic Accountability, 6 Admin. L. Rev. Accord 175 (2021) (with E. Lampmann).
Algorithmic Regulation: Machine Learning as Governance Tool, The Algorithmic Society: Power, Knowledge and Technology in the Age of Algorithms 35-52 (Routledge, Marc Schuilenburg & Rik Peeters, eds., 2021).
Administrative Law in a Time of Crisis: Comparing National Responses to COVID-19, 73 Admin. L. Rev. 1 (2021) (with N. Mahboubi).
Algorithmic Governance and Administrative Law, Cambridge Handbook on the Law of Algorithms: Human Rights, Intellectual Property, Government Regulation 162-181 (Cambridge University Press, Woodrow Barfield ed., 2021) (with S. Appel).
Environmental Soft Law as a Governance Strategy, 61 Jurimetrics 19 (2020) (peer-reviewed).
Law as Scapegoat, in The Crisis of Confidence in Legislation (Hart/Nomos, Maria De Benedetto, Nicola Lupo & Nicoletta Rangone, eds., 2020).
Social Science and the Analysis of Environmental Policy, 37 Rev. of Pol’y Res. 573 (2020) (peer-reviewed) (with S. Starobin).
Litigating EPA Rules: A Fifty-Year Retrospective of Environmental Rulemaking in the Courts, 70 Case W. Res. L. Rev. 1007 (2020) (with D. Walters).
Whither the Regulatory ‘War on Coal’? Scapegoats, Saviors, and Stock Market Reactions, 47 Ecology L.Q. 1 (2020) (with D. Walters).
Illuminating Regulatory Guidance, 9 Mich. J. Envtl. & Admin. L. 243 (2020).
Management-Based Regulation, in Policy Instruments in Environmental Law (Kenneth R. Richards and Josephine van Zeben, eds. Edward Elgar 2020) (with S. Starobin).
Deceptive Deregulation, The Regulatory Review (November 2, 2020) (with N. Sarin & S. Shapiro).
The Government’s Hidden Superpower: ‘Unrules’, Fortune (October 30, 2020) (with G. Scheffler & D. Walters).
Ten Years of Regulatory Guidance, The Regulatory Review (October 12, 2020).
Dissing the Supreme Court, The Regulatory Review (August 10, 2020).
Law, Leadership, and Legitimacy in a Time of Disease, The Regulatory Review (July 6, 2020).
Tracking Legal Responses to COVID-19, The Regulatory Review (July 3, 2020) (with L. Morgan).
Politics, Prosecutors, and Procedural Fairness, The Regulatory Review (June 29, 2020).
Legitimacy, Not Force, Is Key to Presidential Power, The Regulatory Review (June 20, 2020).
Obligation Alleviation During the COVID-19 Crisis, The Regulatory Review (Apr. 20, 2020).
Regulation Serves People, and Depends on Them Too, The Regulatory Review (Feb. 24, 2020).
Lisa M. Fairfax, Presidential Professor of Law; Co-Director, Institute for Law and Economics
Stakeholderism, Corporate Purpose, and Credible Commitments, __ Va. L. Rev. __ (forthcoming).
Racial Reckoning with Economic Inequality: Board Diversity as Symptom and Partial Cure, 106 Cornell L. Rev. Online __ (forthcoming).
The Shareholder-Stakeholder Alliance, Research, Handbook on Corporate Purpose and Personhood (Elizabeth Pollman & Robert B. Thompson eds., Edward Elgar Publishing, 2021).
Just Say Yes?: The Fiduciary Duty Implications of Directorial Acquiescence, 106 Iowa L. Rev. 1315 (2021) (selected to be reprinted in the Corporate Practice Commentator).
The Securities Law Implications of Financial Literacy, 104 Va. L. Rev. 1065 (2018) (selected by the Corporate Practice Commentator as one of the Top Ten Corporate and Securities Articles of 2019).
From Apathy to Activism: The Emergence, Impact and Future of Shareholder Activism as the New Corporate Governance Norm, 99 B.U. L. Rev. 1301 (2019).
All on Board? Board Diversity Trends Reflect Signs of Promise and Concern, 87 Geo. Wash. L. Rev. 1031 (2019) (Symposium: Women and Corporate Governance).
Business Organizations: An Integrated Approach (Foundation Press 2019).
Jill Fisch, Saul A. Fox Distinguished Professor of Business Law; Co-Director, Institute for Law and Economics
Do ESG Mutual Funds Deliver on Their Promises?, 120 Mich. L. Rev. 393 (2021) (with Quinn Curtis & Adriana Robertson).
Should Corporations Have a Purpose?, 99 Tex. L. Rev. 1309 (2021) (with Steven Davidoff Solomon).
Trust, Financial Literacy and Financial Market Participation, J. Pens. Econ. & Fin. 1-31 (2021) (with Jason Seligman).
Power and Statistical Significance in Securities Fraud Litigation, 11 Harv. Bus. L. Rev. 55 (2021) (with Jonah Gelbach).
Vincent Glode, Associate Professor of Finance, The Wharton School
Over-the-Counter vs. Limit-Order Markets: The Role of Traders’ Expertise, 33 Rev. Fin. Stud. 866 (2020) (with C. Opp).
Itay Goldstein, Joel S. Ehrenkranz Family Professor of Finance, The Wharton School
Mutual Fund Flows and Fluctuations in Credit and Business Cycles, 139:1 J. Fin. Econ. 84 (Jan. 2021) (with A. Ben-Rephael & J. Choi).
Credit Rating Inflation and Firms’ Investments, 75:6 J. Fin. 2929 (Dec. 2020) (with C. Huang).
Monetary Stimulus and Bank Lending, 136:1 J. Fin. Econ. 189 (Apr. 2020) (with I. Chakraborty & A. MacKinlay).
Good Disclosure, Bad Disclosure, 131:1 J. Fin. Econ. 118 (Jan. 2019) (with L. Yang).
Lawrence A. Hamermesh, Executive Director, Institute for Law & Economics, and Professor Emeritus, Widener University Delaware Law School
Optimizing the World’s Leading Corporate Law: A 20-Year Retrospective and Look Ahead, Bus. Law. (forthcoming) (with Jack B. Jacobs & Leo E. Strine, Jr.).
A Babe in the Woods: An Essay on Kirby Lumber and the Evolution of Corporate Law, 45 Del. J. Corp. L. 125 (2020).
Delaware Corporate Fiduciary Law: Searching for the Optimal Balance, in Oxford Handbook of Fiduciary Law (Oxford Univ. Press, Evan J. Criddle, Paul B. Miller, and Robert H. Sitkoff, eds., 2019) (with Leo E. Strine, Jr.).
The Role of Directors in M&A Transactions: A Governance Handbook for Directors, Management and Advisors (D. Frankle, M. Halloran, L. Hamermesh & P. Vella eds., ABA Business Law Section 2019).
David Hoffman, Professor of Law, University of Pennsylvania Carey Law School
The Social Cost of Contract, 121 Colum. L. Rev. 979 (2021) (with C. Hwang).
Transactional Scripts in Contract Stacks, 105 Minn. L. Rev. 319 (2020) (with S. Cohney).
Hushing Contracts, 97 Wash U L. Rev. 165 (2019) (with E. Lampmann).
Coin-Operated Capitalism, 119 Colum. L. Rev. 591 (2019) (with S. Cohney, J. Sklaroff & D. Wishnick).
Robert W. Holthausen, The Nomura Securities Company Professor, Professor of Accounting and Finance, The Wharton School
Corporate Valuation: Theory, Evidence and Practice (Cambridge Business Publishers, 2 nd edition, 2020) (with M. Zmijewski) .
Herbert Hovenkamp, James G. Dinan University Professor
ANTITRUST LAW (New York: Kluwer/Aspen, 21 volumes, 4 th & 5 th editions, 2021) (with the late P. Areeda & the late D. Turner).
FEDERAL ANTITRUST POLICY: THE LAW OF COMPETITION AND ITS PRACTICE (West Academic Hornbook Series, 6th ed., 2020).
IP AND ANTITRUST: AN ANALYSIS OF ANTITRUST PRINCIPLES APPLIED TO INTELLECTUAL PROPERTY LAW (Kluwer/Aspen, 3d ed., 2017-2020) (with M. Janis, M. Lemley, C. Leslie, & M. Carrier).
Antitrust and Platform Monopoly, 130 Yale L.J. (forthcoming 2021).
Digital Cluster Markets, __ Colum. Bus. L. Rev. __ (forthcoming 2021).
Vertical Control, NYU L. Rev. Online (forthcoming 2021).
Competitive Harm from Vertical Mergers, ___ Rev. Indus. Org. ___ (forthcoming 2021).
Antitrust Harm and Causation, __ Wash. Univ. L. Rev. __ (forthcoming 2021).
The Looming Crisis in Antitrust Economics, 101 B.U. L. Rev. 489 (2021).
Framing the Chicago School of Antitrust Analysis, 168 U. Pa. L. Rev. 1843 (2020) (with F. Scott Morton).
FRAND and Antitrust, 105 Cornell L. Rev. 1683 (2020).
Statement to House Judiciary Committee Inquiry into Competition in Digital Markets (2020).
Apple vs. Pepper: Rationalizing Antitrust’s Indirect Purchaser Rule, 120 Colum. L. Rev. Forum 14 (2020).
Platforms and the Rule of Reason: the American Express Case, 2019 Colum. Bus. L. Rev. 35 (2019).
Is Antitrust’s Consumer Welfare Principle Imperiled?, 45 J. Corp. L. 65 (2019).
Regulation and the Marginalist Revolution, 71 Fl. L. Rev. 455 (2019).
Anticompetitive Mergers in Labor Markets, 94 Ind. L.J. 1031 (2019) (with I. Marinescu).
Robert P. Inman, Richard King Mellon Professor of Finance (Emeritus); Professor of Finance and Economics, Business and Public Policy, Real Estate, The Wharton School
Democratic Federalism: Economics, Politics, and Law of Federal Governance (Princeton University Press, 2020) (with D. Rubinfeld).
Deterring Property Tax Delinquency in Philadelphia: an Experimental Evaluation of Nudge Strategies, 72.3 Nat’l Tax J. 479 (2019) (with M. Chirico, C. Loeffler, J. MacDonald, and H. Sieg).
Jonathan Klick, Professor of Law
Review of the Literature on Diversity on Corporate Boards, Amer. Enterprise Inst. Monograph (2021).
Is the Digital Economy Too Concentrated?, Global Antitrust Institute, Report on the Digital Economy (2020).
Requiem for a Paradox: The Dubious Rise and Inevitable Fall of Hipster Antitrust, 51:1 Ariz. St. L.J. 293 (2019) (with J. Wright, E. Dorsey & J. Rybnicek).
Michael S. Knoll, Theodore K. Warner Professor of Law, Professor of Real Estate, The Wharton School; Co-Director, Center for Tax Law & Policy
Steiner v. Utah: Designing a Constitutional Remedy, 95 Tax Notes State 845 (2020) (with R. Mason).
Why the Supreme Court Should Grant Certiorari in Steiner v. Utah, 95 Tax Notes State 377 (2020) (with R. Mason).
The Tax Cut and Jobs Act’s Incorporation “Incentives, ” Issue Brief, Penn Wharton Public Policy Initiative, vol. 7, no. 8, October 2019.
The Dormant Foreign Commerce Clause After Wynne, 39 Va. Tax Rev. 357 (2020) (with R. Mason).
The TCJA and the Questionable Incentive to Incorporate, Part 2, 162 Tax Notes 1447 (2019).
The TCJA and the Questionable Incentive to Incorporate, 162 Tax Notes 977 (2019).
George J. Mailath, Walter H. Annenberg Professor in the Social Sciences, Professor of Economics, School of Arts and Sciences
Learning under Diverse Views: Model-Based Inference, 110 Amer. Econ. Rev. 1464 (2020) (with L. Samuelson).
The Curse of Long Horizons, 82 J. of Mathematical Econ. 74 (2019) (with V. Bhaskar).
Modeling Strategic Behavior, World Scientific (2019).
Charles W. Mooney, Jr., Charles A. Heimbold, Jr. Professor of Law Emeritus
Beyond Intermediation: A New (FinTech) Model for Securities Holding Infrastructures, 22 U. Pa. J. Bus. L. 386 (2020).
An Essay on Pluralism in Financial Infrastructure Design: The Case of Securities Holding in the United States, in Financial Market Infrastructure: Law and Regulation (Jens-Hinrich Binder & Paolo Saguato Eds., Oxford University Press, 2020).
Lost in Transplantation? Modern Principles of Secured Transactions Law as Legal Transplants, in Secured Transactions Law in Asia: Principles, Perspectives and Reform (Louise Gullifer & Dora Neo Eds., Oxford, Hart Publishing, 2020).
David K. Musto, Ronald O. Perelman Professor in Finance, The Wharton School
Contracts with (Social) Benefits: The Implementation of Impact Investing, J. Fin Econ. (forthcoming) (with C. Geczy, J. Jeffers & A. Tucker).
Commercial Paper, in Fixed Income Securities (Ninth Ed., Frank Fabozzi, editor, forthcoming).
Robo-Advisors and the Growth of Index-Fund Investing, Fin Plan. Rev. (forthcoming).
Gideon Parchomovsky, Robert G. Fuller Jr. Professor of Law
The Agent’s Problem, 70 Duke L.J. 1509 (2021) (with A. Eckstein).
Corporate Law for Good People, 115 Nw. U. L. Rev. 1125 (2021) (with Y. Feldman & A. Libson).
Reversing the Fortunes of Active Funds , 99 Texas L. Rev. 581 (2021) (with A. Libson).
Toward a Horizontal Fiduciary Duty in Corporate Law, 102 Cornell L. Rev. 1319 (2019) (with A. Eckstein).
Toward the Personalization of Copyright Law, 86 U. Chi. L. Rev. 527 (2019) (with A. Libson).
Elizabeth Pollman, Professor of Law; Co-Director, Institute for Law and Economics
The Supreme Court and the Pro-Business Paradox, 135 Harv. L. Rev. 220 (2021).
The Corporate Governance Machine, 121 Colum. L. Rev. 2563 (2021) (with D. Lund).
Research Handbook on Corporate Purpose and Personhood (Elizabeth Pollman & Robert B. Thompson eds., Edward Elgar Publishing 2021).
The History and Revival of the Corporate Purpose Clause, 99 Tex. L. Rev. 1423 (2021) (Symposium: “Governance Wars: Contesting Power and Purpose in the 21st Century Corporation”).
Corporate Personhood and Limited Sovereignty, 74 Vand. L. Rev. 1727 (2021) (Symposium: “Professor Margaret Blair’s Contributions to Understanding the Role of Corporations in the Economy”).
Private Company Lies, 109 Geo. L.J. 353 (2020).
Fiduciary Law and the Preservation of Trust in Business Relationships, in Fiduciaries and Trust: Ethics, Politics, Economics and Law (P. B. Miller & M. Harding eds., Cambridge 2020) (with B. Broughman & D. G. Smith).
Corporate Oversight and Disobedience, 72 Vand. L. Rev. 2013 (2019) (Symposium: “Corporate Accountability”).
Corporate Disobedience, 68 Duke L.J. 709 (2019).
Startup Governance, 168 U. Pa. L. Rev. 155 (2019).
Tech, Regulatory Arbitrage, and Limits, 20 Eur. Bus. Org. L. Rev. 567 (2019) (Oxford Business Law Symposium: “Centros and European Corporate Law: Twenty Years of Living Dangerously”).
Corporate Governance Beyond Economics, in Corporate Contract in Changing Times: Is The Law Keeping Up? (University of Chicago Press, S. Davidoff Solomon & R. Stuart Thomas eds., 2019).
Quasi Governments and Inchoate Law: Berle’s Vision of Limits on Corporate Power, 42 Seattle U. L. Rev. 617 (2019) (Berle X Symposium: “Berle and His World”).
Andrew W. Postlewaite, Harry P. Kamen Professor of Economics, School of Arts and Sciences; Professor of Finance, The Wharton School
Economic Theory: Economics, Methods and Methodology Monitoring (working paper) (with Itzhak Gilboa, Larry Samuelson & David Schmeidler).
Michael R. Roberts, William H. Lawrence Professor of Finance, The Wharton School
CLO Performance (working paper) (with Michael Schwert).
Interest Rates and the Design of Financial Contracts? (working paper) (with Michael Schwert).
Amy Sepinwall, Associate Professor of Legal Studies and Business Ethics, The Wharton School
(Re)-Imagining Executive Criminal Liability, __ J. Corp. L. __ (forthcoming 2022).
Conscience in Commerce: Conceptualizing Discrimination in Public Accommodations, 53 Conn. L. Rev . 1 (2021).
Collective Goods and the Court, 97 Wash. U. L. Rev. 637 (2020) (with Eric Orts).
David A. Skeel, Jr., S. Samuel Arsht Professor of Corporate Law
The Corporation as Trinity, Seattle U. L. Rev. (forthcoming 2022).
Distorted Choice in Corporate Bankruptcy, 130 Yale L.J. 366 (2020).
Lucian (Luke) Taylor, Associate Professor of Finance, The Wharton School
Dissecting Bankruptcy Frictions , __ J. Fin. Econ. __ (forthcoming) (with W. Wei Dou, Wei Wang & Wenyu Wang).
Sustainable Investing in Equilibrium, __ J. Fin. Econ. __ (forthcoming) (with L. Pastor & R. Stambaugh).
Fund Tradeoffs, 138 J. Fin. Econ. 614 (2020) (with L. Pastor & R. Stambaugh).
Michael L. Wachter, William B. and Mary Barb Johnson Professor of Law and Economics Emeritus
Finding the Right Balance in Appraisal Litigation: Deal Price, Deal Process, and Synergies, 73 Bus. Law 961 (Fall 2018) (with L. Hamermesh).
The Importance of Being Dismissive: The Efficiency Role of Pleading Stage Evaluation of Shareholder Litigation, 42 J. Corp. L. 597 (2017) (with L. Hamermesh).
Susan M. Wachter, Albert E. Sussman Professor of Real Estate, Professor of Finance, The Wharton School; Co-Director, Penn Institute for Urban Research
GSEs: Their Viability as Public Utilities, 31:1 Housing Pol’y Debate 33 (Feb. 2021) (with R. Cooperstein & K. Fears).
The Mortgage Market as a Stimulus Channel in the Covid-19 Crisis, 31:1 Housing Pol’y Debate 66 (Feb. 2021) (with E. Golding, L. Goodman & R. Green).
Price Discovery Limits in the Credit Default Swap Market in the Financial Crisis, 62:2 J. of Real Est. Fin. and Econ. 165 (February 2021) (with A. Pavlov & E. Schwartz).
Flood Risk and the U.S. Housing Market, 29:1 J. of Housing Res. S23 (Nov. 2020) (C. Kousky, H. Kunreuther & M. LaCour-Little).
Why the Ability-to-Repay Rule is Vital to Financial Security, 108:3 Geo. L.J. 649 (Mar. 2020) (with P. McCoy).
Mortgage Risk Premiums during the Housing Bubble, 60 J. of Real Est. Fin. & Econ. 421 (2020) (with A. Levitin & D. Lin).
Endowments and Minority Homeownership, 21:1 Cityscape 5 (Mar. 2019) (with A. Acolin & D. Lin).
Bilge Yilmaz, Wharton Private Equity Professor, Professor of Finance, The Wharton School
Regulating a Model, 131:2 J. of Fin. Econ. 251 (2019) (with Y. Leitner).
David Zaring, Professor of Legal Studies & Business Ethics, The Wharton School
Modernizing the Bank Charter, 61 Wm. & Mary L. Rev. 1397 (2020).
The Foreign Affairs of the Federal Reserve , 44 J. Corp. L. 665 (2019) (with P. Conti-Brown).
For Penn Carey Law students interested in exploring or furthering their understanding of business law, we recommend you consider enrolling in these courses.
Advanced Topics in Corporate Law
The Hon. Lori W. Will ( Vice Chancellor, Delaware Court of Chancery ) and Mark Lebovitch
Delaware Court of Chancery Vice Chancellor Lori Will and prominent corporate litigator Mark Lebovitch will take a weekly deep dive into the most cutting-edge topics and emerging issues being litigated in the Delaware courts today. Among other topics, the course will cover recent developments in Mergers & Acquisitions (M&A), including Special Purpose Acquisition Company (SPAC) litigation and deal planning, derivative suits and director oversight (Caremark) claims, the role of (Delaware General Corporation Law) Section 220 “books and records” demands, the evolving landscape for controlling stockholder claims, the policy and economic incentives underlying representative litigation, and the rise (and corporate responses to) stockholder activism. Students are expected to have a basic understanding of corporate law. Grades will be based on a take home essay and class participation.
Blockchain and the Law
Andrea Tosato ( Visiting Associate Professor, University of Pennsylvania Carey Law School; Associate Professor in Commercial Law, School of Law, University of Nottingham )
This course provides a thorough exploration of the evolving landscape of Distributed Ledger Technology (DLT), blockchain networks, and crypto assets, including Bitcoin, Stablecoins, and NFTs, with a focus on the legal and regulatory intricacies they present. We will delve into the operational mechanics of these technologies, assess their current and prospective applications in society, commercial transactions, and financial markets, and scrutinize the related issues within both private and public law. A key component of our study will involve an examination of the responses of U.S. federal and state agencies to the advent of these technologies, specifically highlighting SEC’s actions against notable entities like Telegram, Ripple, Coinbase, and Binance. Additionally, we will explore the impact of crypto assets and DLT networks on private law, particularly focusing on the legal intricacies encountered in trading these assets and utilizing them as collateral. While the primary focus is on U.S. law, the course will also offer valuable comparative perspectives on international legal frameworks. Through lectures and dialogical interactions, students will acquire a nuanced understanding of this rapidly developing legal field.
Nicole Simon ( Landau, Hess, Simon, Choi & Doebley )
This course is centered on the US immigration law and policies which provide for foreign professionals, workers, investors, entrepreneurs, and their families to stay in or move to the US on either a temporary or permanent basis. Students will gain a deep knowledge and understanding of the relevant regulations, statutes, and policies governing this complex area of administrative law, both substantively and procedurally. They will learn how to counsel clients (whether employers or employees) to obtain the requisite lawful nonimmigrant and later immigrant status which will allow the employee to legally work in the US. This will include how to obtain the necessary information, work with clients, prepare necessary applications, and guide clients through the visa process. The practical skills and knowledge gained from this course would be beneficial to a myriad of fields including Employment Law, Corporate Law, Health Law, Family Law, and Education Law, and have particular value to those practicing as In-House Counsel. Students need not have taken the Immigration Law overview course as we will review at the beginning the more general concepts applicable to all areas of immigration law.
Andrea Tosato ( Visiting Associate Professor, University of Pennsylvania Carey Law School; Associate Professor in Commercial Law, School of Law, University of Nottingham )
This course provides an intensive examination of the legal framework governing secured transactions in the United States (sometimes referred to as “asset-based lending”). Secured transactions underpin over $20 trillion dollars in lending across the United States, yet their ubiquity and importance are often overlooked. From pledging a watch at a local pawnshop, to tech giants like OpenAI securing funds against their IP, or Elon Musk obtaining financing to acquire Twitter, secured transactions are the fuel powering a vast range of economic activities. Moreover, asset-based lending democratizes access to capital, serving as a vital gateway to success for entrepreneurs, particularly those from minority groups who might otherwise lack opportunities to exploit their ideas, thereby contributing to broader social justice and economic equality. The course will delve into prototypical secured transactions including floorplan financing, receivables financing, leasing, leveraged buyouts and securitizations. We will also explore trending issues like using intellectual property and digital assets – including Bitcoin and NFTs – as collateral. By course end, students will have a sophisticated understanding of the law empowering debt finance.
Daniel Raff ( The Wharton School )
This course focuses on the role of transaction professionals, most notably lawyers engaged in various aspects of transactional work, but also direct private equity investors, corporate business development officers, investment bankers, and consultants, in creating value through transaction engineering. Its goals are to explain how private parties seek to order their commercial interactions, to develop a theory of how they ought to do this, and to provide insight into how business deals are structured and executed. The course is cross-listed with Penn Carey Law and The Wharton School and so draws students from both schools – a composition many students find helpful for later professional life.
The first half of the course will be devoted to impediments to transacting, including asymmetric information, difficulties intrinsic to contracting over time, enforceability, and various forms of strategic behavior, and to a variety of possible responses rooted in relatively basic principles of economics. The format will be a mixture of discussion-oriented exposition and discussion of assigned exercises. In the second part of the course, teams of Law and Wharton students will apply the tools developed in the first half to the fine details of a series of real transactions. Each team will be assigned a recently completed transaction and given access to the original documents implementing it. Each transaction will be the focus of two class sessions. In the first, the student teams will present their transaction to the class, focusing on strategic motivations, how the transaction was structured, and the advantages and disadvantages of that structure. In the second session, one or more of the parties who worked on the transaction will present the deal—both the final outcome and the course of its emergence—from a participant perspective and take questions from the class.
Robert Lapowsky ( Stevens & Lee )
Today’s bankruptcy practice seldom centers around one debtor filing one case in a single nation’s bankruptcy court. Most corporations of any size have operations and assets in more than one country. In addition, many troubled corporations are part of a “corporate group” that includes affiliated entities operating in numerous countries, many of which will file their own insolvency proceedings in their countries of incorporation. The most obvious example of this trend is the Lehman Brothers group of companies: approximately 80 Lehman affiliates commenced insolvency proceedings in 16 countries. This course consists of an introductory session on U.S. bankruptcy law followed by two modules, the first addressing cross-border bankruptcy cases filed in the United States and the second studying the insolvency laws of various non-U.S. jurisdictions. This course is taught by visiting lecturers who are some of the leading academics, practitioners, and judges in the world focusing on the insolvency issues faced by companies with cross-border operations. Any student with an interest in practicing bankruptcy law or providing financial advisory services to distressed companies will find this course valuable.
International Business Negotiations
Jay Gary Finkelstein ( DLA Piper LLP (US) ) and Lisa Jacobs ( Stradley Ronon Stevens & Young, LLP )
International Business Negotiations is an experiential, collaborative course structured around a simulated business transaction which will be negotiated over the entire semester. Students in this class will represent a US pharmaceutical company (KJH Pharmaceutical Corporation) and the students in a similar class at UVA Law School will represent an African agricultural production company (Malundian Cassava Corporation). The two companies are interested in working together to exploit a new technology developed by KJH Pharmaceutical that uses the cassava produced by Malundian Cassava Corporation. The form of their collaboration could be a joint venture, a licensing agreement, a long-term supply contract or a combination of those forms. The negotiations will take place through weekly written exchanges and via five (5) live three-hour negotiating sessions held via Zoom on scheduled Thursday evenings. The course aims to provide students with an introduction to transactional law and facilitate an opportunity for them to (i) experience the sequential development of a business transaction over an extended negotiation, (ii) study the business and legal issues and strategies that impact the negotiation, (iii) obtain insight into the dynamics of negotiating and structuring international business transactions, (iv) learn about the role that lawyers and law play in these negotiations, (v) gain experience in drafting communications, and (vi) engage in a negotiating experience in a context that replicates actual legal practice with an unfamiliar opposing party (here, the students at UVA).
Jodi Schwartz ( Wachtell, Lipton, Rosen & Katz )
Partnerships are an important tool of tax planning, used for countless real estate ventures, small business and major corporate transactions. They are flexible and powerful mechanisms to achieve economic goals. Our class will review the principles of taxation of these important entities, examining their use in everyday business ventures, real estate transactions and corporate mergers and acquisitions.
Structured Finance and Securitization
Jordan E. Yarrett ( Paul, Weiss, Rifkind, Wharton & Garrison LLP )
This course provides an overview of the key legal issues which confront lawyers acting as counsel to issuers and underwriters of asset- and mortgaged-backed securities. These include areas of law such as the Uniform Commercial Code, U.S. tax law, U.S. securities laws (including the, including the Investment Company Act of 1940, the creation of bankruptcy-remote entities and their relationship to U.S. bankruptcy issues, cross-border issues in securitization and structured finance, and essential legal structural steps in creating and closing a securitization transaction. Students will learn the relationship of securitization to other corporate areas of focus such as high yield bonds, leveraged loan transactions, and mergers and acquisitions. They will learn how public companies and private equity holders of trademarks, copyrights, franchise rights, movie rights, and drug royalties have been able to successfully monetize income streams from these types of assets. To maximize the learning opportunities, students will play the roles of issuer’s counsel and underwriter’s counsel in these types of whole business securitization deals.