2019 U.S. Business Law Academy
[Information for the 2018 program is now being confirmed. Please return to this page for updated information.]
Some aspects of the American legal tradition are drawn from other nations and societies, but many are distinctive. It is difficult in a short introductory course of this nature to select from among many important themes, or to delve into those themes in serious depth. Our primary emphasis will be on the American system of government as it affects the development of law, as well as on the procedure and structure of the civil litigation process. It is through the machinery of adjudication that the American legal system can be best understood. We will, therefore, study the jurisdiction and makeup of American courts. We will trace the major stages of a lawsuit in the United States. In the process we will learn about the structure of the American Constitution, about the role of judges and lawyers and about the adversary system – as well as about Alternative Dispute Resolution, the fastest-growing method of case disposition in the United States. Although our emphasis will be on civil procedure, we will be able to compare it with the American criminal and administrative justice systems in the United States. In other words, we will touch upon many of the major strands of American law in a general way. However, we will look at civil litigation in some depth.
U.S. Financial Law in an International Perspective (Brummer)
In this course we will consider the law of corporations and corporate governance in the United States—that is, the rules that govern the control of business enterprises under American law. The material is approached from an “international perspective”, meaning it is aimed at a non-U.S. lawyer familiar with corporate law in their home jurisdiction who wishes to understand the distinctive features of the U.S. system. Where appropriate we will compare and contrast U.S. approaches with those of other major legal systems.
We begin with basic background in U.S. corporate law, including how the separation of ownership and control common in U.S. corporations gives rise to agency costs, how shareholder voting to elect the corporation’s directors influences those costs, and the fiduciary duties of directors under Delaware law, the dominant source of state corporate law in the United States. We will also consider the enforcement of these duties through shareholder lawsuits, the frequency of which is arguably a unique feature of the U.S. system.
We then turn to a series of topics in corporate governance that provide opportunities to explore the application of fiduciary duties in specific contexts. We begin with executive pay, which offers the potential to align managers’ interests with those of shareholders. Then, we consider directors’ fiduciary duties in relation to corporate risk management and compliance. We next consider the duties of directors in relation to mergers and acquisitions. After examining the typical structure and regulation of those transactions under Delaware law, we will introduce the idea of contests for corporate control and Delaware law governing takeover defenses, before turning to the private-law innovation that now dominates contests for control in the United States: the poison pill. Then we will consider how directors’ fiduciary duties change as the sale of the corporation becomes increasingly likely. Finally, we will conclude by turning to the acquisition of control through proxy fights, now the dominant mode of conducting control contests in the United States.