Section Description Provided by Instructor
This is a basic course in corporation law. Some background in accounting and corporate finance is helpful, but not required. The course is open to upper-year law school students (JDs and LLMs); students from other departments or schools need the permission of the instructor. Grades will be based on a final exam as well as in-class participation. This course emphasizes economics, corporate finance, and mergers and acquisitions. Thus, in addition to case study of merger transactions, the course employs problem sets to focus discussion. Active participation is expected. No major or minor writing credits are available.
The course examines the role of law in structuring economic relationships among shareholders, management, creditors, and other participants in modern business corporations. It emphasizes counseling and planning, resolution of disputes among corporate participants, business background, statutory developments, and social and economic policy considerations.
The course briefly considers basic theories of the firm and the reasons for incorporation of a business enterprise. We then address agency and its implications for the corporate form. The course then turns to management and control of the corporation, the actions of directors and officers, and the distribution of powers within the corporate structure more generally. The role of shareholders is examined next, with an emphasis on proxy regulation of shareholder voting under the Securities Exchange Act of 1934, including recent changes to those regulations.
The course then devotes substantial attention to the fiduciary duties of directors and controlling shareholders, with particular emphasis on the law of Delaware. We then consider the appropriate role of management in particular contexts, particularly executive compensation. Next, we closely examine transactions in corporate control through a case study of a public-company merger, and in that context we consider the permissible scope of anti-takeover devices. The final portion of the course briefly addresses regulation of insider trading under Section 16(b) of the Securities Exchange Act and Rule 10b-5.
MTW 2:50 –4:10 p.m.
Method of Evaluation
J.D. Writing Credit