Course Section | Columbia Law School

Section Description Provided by Instructor

This is the basic course in U.S. corporate law. It also serves as an introduction to economic organization and financial markets. It emphasizes counseling and planning, business background, and policy considerations.

The course introduces leading theories of the firm and will consider the role of law in structuring the economic relationships among shareholders, management and other participants in modern business corporations. The course covers basic principles of agency law; the incorporation of an enterprise, including factors relating to choosing a corporation as against other business forms (notably partnership).

A major part of the course is devoted to the fiduciary obligations of directors and controlling shareholders in general, with an emphasis on the law of Delaware. The role of management in particular contexts, such as executive compensation and changes in corporate control, will be examined, including the permissible scope of anti-takeover devices and shareholder remedies. In addition to state corporate codes and judicial decisions, the course examines federal regulation of the proxy process, securities fraud and insider trading.