Section Description Provided by Instructor
This is the basic course in corporate and securities law. It emphasizes counseling and planning, business background, statutory developments, and social policy considerations. The course briefly considers incorporation of an enterprise, including factors relating to choosing a corporation as against other business forms (notably partnership). We then consider management and control of the corporation, action of directors and officers, and, generally, distribution of powers within the corporate structure. The role of shareholders is examined, with special emphasis on proxy regulation under the Securities Exchange Act of 1934.
The next area involves the special problems of the close corporation. The fiduciary obligations of directors and controlling shareholders under state law receive major attention. Great emphasis is then given to corporate disclosure obligations under the federal securities laws and to the regulation of insider trading under Section 10(b) and Section 16(b) of the Securities Exchange Act. An examination of transfers of corporate control is followed by treatment of shareholder remedies. Much discussion centers around important statutes, notably the federals Securities Exchange Act, the New York Business Corporation Act, and the Delaware General Corporation Law. Problems are used at various points in the course to focus classroom discussion.
TWR 1:20 –2:40 p.m.
Method of Evaluation
J.D. Writing Credit
This course will be open to a limited number of 1Ls as a spring elective.