Corporations

This is the basic course in U.S. corporate law. The course considers the role of law in structuring the relationships among shareholders, management, and other stakeholders in modern business corporations. It also considers alternatives to the corporate form and the reasons entrepreneurs may prefer a particular form. Some attention is devoted to understand the social, political and economic implications of the modern corporate form.

PLEASE NOTE: this will be a challenging and demanding course. You are expected to dedicate significant time to reading, in all likelihood more than your other courses. Please read my course evaluations for recent sections of Securities Regulation to get a sense for what I expect of students.

The course starts by covering the principles of agency law and partnerships. These concepts serve as the foundation upon which the rest of the course builds. A major part of the course is examines the fiduciary obligations of directors and controlling shareholders, with an emphasis on the law of Delaware. The course addresses general fiduciary obligations in addition to considering the role of management and directors in particular contexts, such changes in corporate control. The course also provides an introduction to the laws governing the proxy process, securities fraud, and insider trading.

The materials include state corporate codes, judicial decisions, and federal regulations. In addition to introducing students to the relevant bodies of law, the course addresses the business and policy considerations at stake in various contexts. Throughout, there is an emphasis on the role of transactional attorneys in advising clients facing particular challenges and decisions.