Prerequisite: L6231 Corporations.
This seminar focuses, on an advanced level, on principal legal and economic questions facing major corporations and financial markets today. Among the subjects considered are: (1) a reevaluation of the consequences of the divorce of corporate control from ownership; (2) the status and practicability of "shareholder democracy"; (3) proper corporate goals; (4) the corporation and its constituencies (shareholders, labor, consumers, etc.); (5) the governance of the corporation and the duties and responsibilities of corporate directors, officers, and insiders; (6) the role of the corporate lawyer; (7) the role - and recent activism - of institutional investors; (8) the respective roles of state corporation law and federal securities law. (9) Many issuses raised by the financial crisis -- including global and domestic regulatory reform and the role of the SEC -- will be considered in-depth. In addition, we will consider other selected, important issues involving federal securities regulation. It is expected that the seminar will be joined by guests with expertise in particular areas.