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. 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 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.

PLEASE NOTE: this will be a challenging and demanding course. You are expected to dedicate significant time to preparation, in all likelihood more than your other courses.

PARTICIPATION FORMAT:

1. I will begin with an abbreviated lecture covering some key points from the reading. You are expected to have completed the readings before class and will be responsible for the contents of the readings on the exam.

2. After that, you will be working in groups of 3-5 students to analyze a hypothetical(s) based on the readings and lecture. Please do not change seats so that we keep the groups stable during the semester.

3. After a brief break, I will randomly call on groups to argue for the plaintiff and defendants in the hypothetical(s). Both questions of doctrine and policy are fair game. Your in-class participation will be graded with respect to both quantity and quality and will constitute 1/2 of your final grade.

4. Toward the end of class, I will summarize the key takeaways for the final exam.

Please only register for this class if you are willing to commit to this participation format. It helps everyone to have stable groups as early as possible in the semester!