Courses | Columbia Law School

Section Description Provided by Instructor

This is the basic course in U.S. corporate law, and it also serves as an introduction to economic organization and financial markets. Students will be exposed to leading analytical perspectives on the firm and will explore the corporation as a form of organization with enormous economic, social and political impact in modern society. While the focus is on U.S. corporate law and governance, comparative perspectives will also be provided to extend students' appreciation of the subject matter and in recognition of the global nature of business law practice today.

The course will cover principles of agency law; the menu of business forms available to entrepreneurs (especially the partnership and LLC); the key attributes of the corporate form, including limited liability; management and control of the corporation; the distribution of powers within the corporate structure; shareholder voting; and the fiduciary obligations of directors and officers in a variety of important contexts, including oversight of business risks and mergers and acquisitions. A running theme of the course is the interplay between state and federal law in the regulation of U.S. corporate governance. In addition to state corporate codes and judicial decisions (principally from Delaware, the leading state for the production and enforcement of corporate law), the course examines federal regulation of the proxy process, securities fraud and insider trading.