Course Materials

Materials for the U.S. Business Law Academy courses can be found by selecting the course title below. 

    Tuesday, July 5 (morning)

    Assignment: Please read the article by Baird and the article by Posner, as well as Conway v. O'Brien and Grumman v. Rohr. Please prepare answers to the Problem sheet, which will guide you to the important points in the reading and also will organize our discussion in class. You don't have to hand in the problem sheet but please be sure to have it with you in class.

    Tuesday, July 5 (afternoon)

    Assignment: Please read excerpts from the articles by the Congressional Research Service, Rosenthal & Joseph, the National Archive, and the Economist. These are all combined in a single document, which is attached. Please also prepare answers to Problem sheet #2, which will guide you to the important points in the reading and also will organize our discussion in class. You don't have to hand in the problem sheet but please be sure to have it with you in class.

    Wednesday, July 6 (morning)

    Assignment: Please read excerpts from three cases, Holy Trinity, Yates, and Bostock. These excerpts are attached. Please also prepare answers to Problem sheet #3, which will guide you to the important points in the reading and also will organize our discussion in class. You don't have to hand in the problem sheet but please be sure to have it with you in class.

    Wednesday, July 6 (afternoon)

    Assignment: Please read RBG as Nonprofit Entrepreneur (attached). Please also prepare answers to Problem sheet #4, which will guide you to the important points in the reading and also will organize our discussion in class. You don't have to hand in the problem sheet but please be sure to have it with you in class.

    Download Syllabus

    Texts

    • Beyond Winning: Negotiating to Create Value in Deals and Disputes, ​by Robert H. Mnookin, Scott R. Peppet, and Andrew S. Tulumello, 2000.
    • Ask for More: 10 Questions to Negotiate Anything, by Alexandra Carter, 2020

    Day 1: Welcome, Opening Exercises, Negotiation Theory

    Day 2: Negotiation Simulations

    Download the Syllabus

    Part One: Introduction to U.S. Corporate Law (Two Classes)

    Monday, July 11 (morning): Economic Theory; Shareholder Voting

    Monday, July 11 (afternoon): Directors' Fiduciary Duties in Delaware Law

    Part Two: Topics in Corporate Governance (Three Classes)

    Tuesday, July 12 (morning): The Law and Economics of Executive Compensation

    Tuesday, July 12 (afternoon): Duties of Oversight: Risk Management and Compliance

    Wednesday, July 13 (morning): Enforcement of Fiduciary Duties: Shareholder Litigation

    Part Three: Transactional Governance--M&A and Control Contests (Three Classes)

    Wednesday, July 13 (afternoon): Economic Reasons for Mergers; Transactional Structure and Related Legal Rules

    Thursday, July 14 (morning): Director's Fiduciary Duties and the Sale of the Firm

    Thursday, July 14 (afternoon): Defensive Tactics and the Poison Pill