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.
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
- Reading assignment: Beyond Winning, Chapters 1-3
Day 2: Negotiation Simulations
- Reading Assignment: Beyond Winning, Chapters 4-5, 10
Part One: Introduction to U.S. Corporate Law (Two Classes)
Monday, July 11 (morning): Economic Theory; Shareholder Voting
- A&K, pp. 90-95, 163-169, 173-175, 201-206, 208-214 (28 pages).
- Statutory Background: SEC Rule 14a-8
- Recent Developments: Trinity Wall Street v. Wal-Mart Stores, Inc. (2015) pp. 39-47.
Monday, July 11 (afternoon): Directors' Fiduciary Duties in Delaware Law
- A&K, pp. 229-232, 239-244, 292-305 (24 pages)
- Statutory Background: Delaware General Corporations Law (“DGCL”) §§ 109, 102(b)(7), 141
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
- A&K pp. 248-259, 263-277 (25 pages)
- Statutory Background: DGCL § 102(b)(7)
Wednesday, July 13 (morning): Enforcement of Fiduciary Duties: Shareholder Litigation
- A&K, pp. 379-385, 387-391, 400-414 (25 pages)
- Statutory Background: Federal Rules of Civil Procedure, Rule 23.1
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
- A&K pp. 459-487 (28 pages)
- Statutory and Regulatory Background: DGCL § 251
Thursday, July 14 (morning): Director's Fiduciary Duties and the Sale of the Firm
Thursday, July 14 (afternoon): Defensive Tactics and the Poison Pill
- A&K pp. 531-538, 541-545, 560-568, 610-616 (25 pages)
- Recent Developments: Williams Companies Stockholder Litigation (2021).
I. Introduction: The Key Themes of Information & Incentives
2. Acquisitions
- Problem Sheet #2
- Gilson, Value Creation by Business Lawyers: Legal Skills and Asset Pricing
- Freund, Anatomy of a Merger
3. Residential Real Property
- Problem Sheet #3
- Deshpandi, Key Legal Checklist for Buying a Property, https://housing.com/news/key-legal-checklist-buying-property/
4. Publishing
5. Venture Capital
- Problem Sheet #5
- Baums & Gilson, The Legal Infrastructure of German Venture Capital Market: Replacing the U.S. Template
6. Venture Capital & Tax Planning
- Problem Sheet No. 6
- Gilson & Schizer, Understanding Venture Capital Structure: A Tax Explanation for Convertible Preferred Stock, pp. 874-901, 909-916
7. Motion Picture Industry
- Problem Sheet No. 7
- How One Brilliant Decision In 1973 Made George Lucas A Multi-Billionaire Today
- Excerpt from Batfilm Productions v. Warner Brothers
- Concessions are for Girlie Men, Slate
- Victor Goldberg, The Net Profits Puzzle, pp. 524-32, 538-50
- Mark Weinstein, Profit-Sharing Contracts in Hollywood, pp. 67-70, 100-11
8. Derivatives