Course Section | Columbia Law School

Section Description Provided by Instructor

This is the basic course in corporation law. It also serves as an introduction to comparative corporate law as it makes frequent references to developments in other jurisdictions, including but not limited to the European Union. The goal of comparative analysis is to sharpen insights into US law and to expose students to the range of problems they will encounter in today's legal practice.

The course emphasizes counseling and planning, business background, statutory developments, and social policy considerations. It 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). The course then considers management and control of the corporation, actions of directors and officers, and, generally, the 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, including recent reform proposals seeking to enhance shareholder democracy.

A major part of the course is devoted to the fiduciary obligations of directors and controlling shareholders in general, and in the context of mergers & acquisitions and takeovers in particular. An examination of transfers of corporate control is followed by treatment of the permissible scope of anti-takeover devices and shareholder remedies. The final portion of the course considers regulation of insider trading under Rule 10b-5 and Section 16(b) of the Securities Exchange Act and relevant case law. Much discussion centers around important state statutes, notably the Delaware General Corporation Law, the Securities and Exchange Act, and the Sarbanes Oxley Act, as well as foreign legal statutes, such as the European Takeover Directive.