Corporations

This is the basic course in corporation law. 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.

While the bulk of the course will be devoted to American corporate law, the course will occasionally explore dimensions of comparative corporate law and corporate governance to give students a realist sense of practicing corporate law in a globalized world.

Note: The waitlist is no longer running in numerical order. Professor Pistor will be selecting students from the waitlist.