- At the end of the course, students will have acquired understanding of and/or facility in a specific body of law, including major policy concerns
Section 001, Spring 2020
This is a basic course in corporation law. It covers the traditional topics in such a course: the duties of officers and directors, the business judgment rule, limited liability and its exceptions, formation of the corporation and alternatives to the corporation. However, this course is structured around evaluating the basic mechanisms of corporate accountability. These include: (1) shareholder voting; (2) takeovers and the market for corporate control; (3) fiduciary duties and their enforcement through the derivative action; (4) disclosure and the federal securities laws (with a special emphasis on Rule 10b-5 and insider trading); and (5) executive compensation. We will focus on Delaware law, but about half the course will examine the federal law concerning disclosure, voting, and corporate control contests. Special attention will also be given to the current debate about the purpose of the corporation and whether duties are (or should be) owed to "stakeholders" as well as shareholders. Classroom performance (or the lack thereof) will be considered in determining your grade.
MTW 1:20-2:40 pm
Method of Evaluation
J.D. Writing Credit
Disclaimer: This is the textbook information that has been entered as of today.