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- - and the antifraud requirements of - - the federal securities laws. Insider trading prohibitions are considered in some detail. Much discussion centers around important statutes and SEC rules and regulations. Problems are used at various points in the course to focus classroom discussion.
Method of Evaluation
J.D. Writing Credit