Levin College of Law

Seth Chertok

Visiting Associate Professor of Law

About

Professor Seth Chertok focuses his teaching and scholarship on U.S. and comparative corporate governance, M&A law, securities regulation, private equity/hedge funds, and broker-dealer regulation. He is also a seasoned Torts teacher.

Chertok’s most recent law review article on securities broker-dealer regulation (the subject of finders) appeared in the Wake Forest Law Review. A prolific scholar, Chertok has also published pieces in other major scholarly law journals, such as the University of Pennsylvania Journal of Business Law, the ABA’s Business Lawyer, NYU Journal of Law and Business, Harvard Business Law Review (online), Virginia Law and Business Review, University of Pennsylvania Journal of International Economic Law, University of Pennsylvania Journal of Law and Social Change and UC Davis Business Law Journal. In private practice, Chertok authored and co-authored nearly an additional 35 articles in leading business world and legal industry publications in the U.S. and the U.K.

Chertok’s prior academic appointments have included being Assistant and then Associate Professor of Law at Peking University School of Transnational Law in Shenzhen, China and Visiting Assistant Professor of Law at Penn State Law School (University Park).

Prior to transitioning into legal academia, Chertok worked as a securities regulation and private equity associate at two multi-national law firms, most recently at Morrison & Foerster in San Francisco, California.

In law school and during private practice, Chertok was very active in many pro bono matters, on behalf of indigent individuals and large non-profit corporations. The State Bar of California awarded him the Manual Award for his pro bono work.

Education

J.D. University of Pennsylvania Law School (awarded the Lefever Prize for the best paper in law and economics)
B.A. University of Chicago (with honors)
University of Paris, France – La Sorbonne and Nanterre (studies in French and comparative literature and philosophy)

Courses

Corporations - LAW 6063
  • The central question in corporate law is, from an internal corporate governance perspective, how to make the American corporate system successful, for both the shareholder owners of the corporation, and the broader society. The answers, obtained primarily from a mix of state and federal statutory and case law, derive primarily from our understanding of economics, and the agency ethical issues relating to corporate fiduciaries managing others’ property. We will begin with a look at some basic corporate law matters, such as vertical and horizontal governance (money and power) issues as well as “internal” relationships with “outside” corporate constituencies, such as creditors. After setting down a groundwork for the firm and its governance, the body of our course will focus on regulatory law, namely vertical and horizontal duties of care and loyalty, and exculpating/cleansing those duties. We will conclude with an introduction to a wide variety of vertical and horizontal M&A and takeover issues, including takeover defenses (Unocal doctrine), sales (Revlon and Time doctrines) and freeze-outs (Weinberger doctrine).
Mergers and Acquisitions - LAW 6067
  • As a class in advanced transactional corporate governance, this class will provide extra details on vertical board takeover defense issues (Unocal doctrine), before proceeding to address board sale issues (Revlon and Time doctrines). The course will then consider horizontal duties issues, including a deep look at the Weinberger doctrine, and avenues for bypassing it.
Seminar in Advanced Comparative Corporate Law - LAW 6936
  • This course will focus on corporate governance and regulations in America, the EU and some of Asia, to help students understand corporate law more theoretically, and prepare them for cross-border and global practice. Topics will include the usual corporate law topics but organized from a more theoretical perspective. For foundation, we'll start with a comparative corporate law casebook, and then proceed to focus on presenting and discussing major academic books and law review articles from around the globe. Time permitting, we will also cover high stakes corporate alternative topics, like governance and regulation in private equity / hedge funds at the state limited partnership law and federal securities regulation levels, as an exercise in cross-entity comparative law.
Torts - LAW 5700
  • The central question in Torts is how society should respond to the problem of high dollar typically accidental physical harm, when injury is unfortunate, but unintended. Our course will focus mostly on the problem of unintentional harm, as applied to bodily and emotional harms. Theories covered will include negligence, strict liability, products liability and intentional torts as well as all their affirmative defenses. As there are seldom clear answers with legal questions spanning so many perspectives, and amorphous factual inquiries (including the role of the judge and jury, circumstantial evidence and fundamental problems), Torts trains students to answer timeless amorphous questions, thereby developing keen policy and argumentation skills, applicable to a wide variety of legal areas.

Publications

Representative Articles
“Cracking the Problem of Finders – An Empirical and Computational Analysis,” WAKE FOREST LAW REVIEW, 51 WAKE FOREST L. REV. 1021 (2016)

“The Rise of the Dodd-Frank Act: How Dodd-Frank Will Likely Impact Private Equity Real Estate,” UNIVERSITY OF PENNSYLVANIA JOURNAL OF BUSINESS LAW, 16 U. PA. J. BUS. L. 97 (2013)

Co-Author, Report of the Subcommittee on Annual Review, Committee on Federal Regulation of Securities, ABA Section of Business Law, “Annual Review of Federal Regulation of Securities,” BUSINESS LAWYER, 67 BUS. LAW. 733 (2012)

“A Theoretical Assessment of Private Placements under Rule 506,” N.Y.U. JOURNAL OF LAW AND BUSINESS, 8 N.Y.U. J. L. & BUS. 77 (2011)

“Jurisdictional Competition in the European Community,” UNIVERSITY OF PENNSYLVANIA JOURNAL OF INTERNATIONAL ECONOMIC LAW, 27 U. PA. J. INT’L ECON. L. 465 (2006)