Business Law
Israel is an international hub for corporate and business activity. Corporate giants from the U.S., Europe, and Asia constantly seek opportunities in Israel from buying companies to opening research centers. For example, Israel’s MobilEye was recently acquired by Intel for $15 Billion. Venture capital and private equity companies follow suit and aim for Israel’s earlier stage companies. At the same time that foreigners invest in Israel, Israeli companies look outward to raise capital and seek larger product markets. Israel has the second largest number of companies quoted on the NASDAQ, with 93 such companies (and counting!). Many Israeli companies, cross-list in Israel and abroad, and the Israeli Securities Law is highly innovative in this regard. Finally, some Israeli companies play a major role in international transactions. To say the least, Israel today is an exciting place to study business law.
The Business Law track focuses on the fundamentals of business strategy catered to a legal audience. The course topics and frameworks are drawn from business law as well as MBA curriculums of leading schools abroad. The track offers courses on an array of topics: Startup Financing and Governance, Shareholder Activism, Issues in Competition Law, Negotiations in the Technology Industry, and related issues. Together, we offer a range of courses that are second to none.
To complete your specialization in the Business Law track, you must take at least 14-15 credits of the LL.M.’s 32 required credits, from courses within the Business Law track, but you are more than welcome to take as many courses as you see fit – and that fit your schedule. You can also take courses from the other tracks, in addition to general elective courses.
The professors and courses refer to the 2023-2024 academic year courses are subject to change every year.
Law and Economics
Professor Avraham Ronen & Prof. Tamar Kricheli-Katz - Tel Aviv University
This workshop will provide students the opportunity to engage with ongoing research in the economic analysis of law, written by leading worldwide scholars. In the first meetings, we will provide a general introduction to the economic analysis of law and empirical legal studies. Then, in 2/3 of the meetings, invited speakers will present works in progress, and an in-class discussion will follow. Students are required to read, before sessions, the papers to be presented and to submit brief written comments on several papers throughout the semester.
Derivatives, Risk and Financial Crises
Dr. Norman Feder
This course covers one of most essential and paradoxical topics in financial law: derivatives. Derivatives constitute a fundamental component of today's financial markets, yet critics commonly consider them inscrutable. Following the worldwide financial crisis of 2007-08, market observers blamed derivatives for spreading the contagion of the crisis and thereby destabilizing the global financial system. As a result, public awareness, but not necessarily understanding, of derivatives shot up. The objective of this course is to develop student understanding of derivatives and to explore the extent of their role in various financial crises and of the role of law in controlling their use.
In this course, we will study financial risk and how market players employ derivatives to manage that risk and we will track the extent of involvement of derivatives in various corporate and systemic collapses and near-collapses. Ultimately, we will examine the conception of derivatives as financial crisis catalysts or accelerants and review the ongoing policy debates around the world over the use and oversight of derivatives.
Mergers and Acquisitions - A Real Life Experience
Adv. David Friedman - Skadden, Arps, Slate, Meagher & Flom LLP
This course is designed for those students interested in learning the practical skills needed to be a mergers and acquisitions (M&A) lawyer and will be taught by M&A practitioners -- David J. Friedman, who was trained at the international law firm of Skadden, Arps, Slate, Meagher & Flom LLP, and Clifford "Cliff" MJ Felig from the Israeli law firm of Meitar | Law Offices. The course, which will be taught in English, aims to give students hands-on experience in drafting and negotiating M&A transactional documents, while at the same time providing students with an understanding of contract architecture, corporate law and other topics that are relevant to M&A transactions. The focus will be on a US styled transaction, and will include a spotlight on certain unique Israeli aspects.
A Gentle Introduction to Corporate Finance
Prof. Bernard Black & Prof. Katherine Litwak - Northwestern University
This course is intended to be a gentle introduction to the basic principles of corporate finance that are useful to lawyers to know. We will assume that you have taken a course in ns or Business Associations, but have had no math since taking algebra in high school, n years ago (n being a large number). We will use algebra ? it's unavoidable ? but the focus will be on concepts and the pace will be intentionally moderate.
U.S. Public Company Mergers & Acquisition
Adv. Yoel Kranz - Goodwin
The U.S. market for hostile and friendly M&A transactions is the most active and sophisticated in the world. Using materials and analysis drawn from real-life transactions, this course will consider public company strategies in preparing for potential acquisition transactions, use of takeover defenses and fiduciary duties owed to shareholders. We will study the nuts-and-bolts of merger agreements, as well as the art of deal protection once a bargain is struck.
Empirical Legal Studies
Prof. Daniel M. Klerman - University of Southern California Gould School of Law
This course introduces students to Empirical Legal Studies. Empirical Legal Studies tries to understand law and the legal system by studying how they actually work in the real world rather than by analyzing statutes, judicial opinions, and other legal sources. Empirical Legal Studies primarily uses quantitative data in order to understand the effect of law and how to make it better. The course materials are articles by leading researchers that illustrate the methods and potential uses of Empirical Legal Studies, including applications to Corporate Law, Intellectual Property, Comparative Law, Criminal Law, and the study of legal institutions, judges, and lawyers. No knowledge of statistics is required.
Start Up Law
Dr. Ayal Shenhav & Adv. Ashok Chandrasekhar - GKH Law Office
The purpose of this course is to expose the students to the complex and multi-faceted high-tech industry in Israel ? including the entrepreneurs, engineers, financial backers, regulators, and global corporations that have enabled that industry to blossom ? naturally with close attention to the legal framework in which this ecosystem exists and thrives. Among other issues, the course will cover the history of the Israeli tech ecosystem, the stages in the growth of a start-up company from formation to exit, and the perspectives of the various industry players at each stage. We will explore the legal and business aspects of the relationships among founders, structural issues (including jurisdiction of formation) in forming a company, financing rounds (including equity and debt, and looking at the roles of angel investors, venture capital funds, crowd funding, and strategic investors), government incentive programs, commercialization of technology, and the processes involved in mergers & acquisitions or initial public offerings. We will also discuss the structure and operation of venture capital funds, the role of venture lenders, the implementation of employee equity compensation plans, employment law issues, tax issues in the start-up context, and more. Because many Israeli start-ups conduct operations in, and have investors from, multiple jurisdictions, the course will also touch on treatment of issues where varying legal systems come into play.
Corporate Governance
Prof. Assaf Hamdani - Tel Aviv University
In this seminar we will explore current issues and policy debates in the law governing corporations and capital markets. Issues to be discussed include the allocation of power between managers and shareholders, hedge funds and shareholder activism, the rise of institutional investors and index fund stewardship, executive compensation, controlling shareholders and the use of control enhancing mechanism (such as dual-class structures and corporate pyramids), corporate social responsibility, stakeholder capitalism and securities regulation.
Readings will mainly be law review articles and discussion papers. Students are expected to actively participate in the discussions and contribute insights from their own legal systems.
Topics in Us Contract Law
Prof. Oren Bar-Gill - Harvard Law School
The course will cover selected topics in US contract law, including contract formation and modification, avoidance of contract (misrepresentation, duress and unconscionability), performance (interpretation, good faith, conditions, substantial performance, excuses) and breach (damages and specific performance). We will discuss both doctrine and theory. Students will be expected to read excerpts from US cases before each class.
Securities Regulation
Prof. Omri Yadlin - Tel Aviv University
The course covers fundamental concepts of U.S. and Israeli Securities Regulation, including: Fraud on the Market, Insider Trading, the IPO process, Liability for Mistatements in Prospectus and Manipulations.
Governing Climate Finance
Prof. Thom Wetzer - University of Oxford
This course explores how the law governs, and sometimes fails to govern, climate finance. Around the world, financial systems are in the process of adapting to climate change. Pricing, disclosing, and managing climate risk may have been a niche activity only a few years ago, but today it is part of investor expectations and core regulatory requirements. Policymakers also increasingly see financial systems as a potential catalyst for climate action. New financial instruments are designed to encourage the financing of 'green projects', so-called 'ESG investors' demand corporate commitment to 'net zero business models', and carbon markets can help price emissions. Despite all this activity, there are widespread concerns that investors and corporate managers do not practice what they preach ('greenwashing'), that climate risk pricing remains elusive, and that regulators may overreach and be out of their depth. To navigate these issues, we will explore the economics of climate change, discuss the role that the financial and corporate sector could and should play in the context of climate change, and investigate the misaligned incentives that effective governance of climate finance should grapple with.
Esg Versus Anti-Esg and the Future of Markets
Prof. David H. Webber - Boston University School of Law
This course will examine the current battle between pro and anti-ESG forces. We will examine the relevant legal framework of fiduciary duty, debates over the profitability of ESG, the appropriateness of considering factors other than returns in making investment choices, and how this debate will impact the future of American and Israeli companies.
Antitrust Policy
Prof. David Gilo - Tel Aviv University
The course will give an overview of antitrust policy. We will study how to analyze oligopolistic markets and harm to competition from various practices, including cross ownership among rivals, most favored consumer clauses, price matching practices, vertical restraints, loyalty discounts, excessive pricing by dominant firms and vertical mergers.
Reading Corporate Law Cases: Delaware and Israel
Prof. Assaf Hamdani & Prof. Edward Rock - Tel Aviv University and NYU
In the basic course on corporate law, and in mergers and acquisitions, students in the law faculty learn the ins and outs of Israeli corporate law and the fundamental principles of Delaware law. In the course of doing so, you read a variety of Israeli and Delaware cases. In this short course, we will use a comparative approach to delve deeper. After a brief introduction to Israeli and US/Delaware corporate law, we will turn to pairs of Delaware and Israeli cases that raise related issues. Students will be expected to read the cases in advance of class.
The Law and Economics of Behavioral Regulation
Prof. Avishalom Tor - Notre Dame University
Governments and organizations around the world increasingly turn to behaviorally-informed policy making?often referred to as? nudging ?? in domains ranging from health, safety, education, and finance to environmental protection, tax compliance, public service delivery, and more. In all of these areas, policy makers aim to promote welfare by shaping individual behavior, drawing on the evidence and methods of behavioral science to inform policy design. Despite their promise and manifest benefits, however, nudges are hotly debated, with scholars challenging their legitimacy, desirability, and efficacy. Using diverse legal, economic, and behavioral sources, this course will explore the contours of behavioral policy making, its promise and limitation, benefits and costs, helping students develop an informed, critical understanding of this important, ascendant approach to legal policy making.
Introduction to International Taxation
Prof. Michael S. Kirsch - Notre Dame University
This course introduces students to the basic features of the international tax regime, with particular emphasis on the international aspects of the US income tax and tax treaties. Topics addressed include jurisdiction to tax, inbound taxation (US taxation of foreign persons' US-source income), outbound taxation (US taxation of US persons' foreign-source income), tax treaties, and efforts to adapt the international tax regime to 21st century developments.
**These are the courses that are being offered during the 2023-2024 academic year. Courses are subject, and likely, to change year to year. Applicants will be sent a final course list once it is available.
