This course surveys the role of legal controls on business organizations with emphasis on the control of managers in publicly held corporations. Aspects of the law of agency, partnership, and closely held corporations are reviewed to highlight continuities and discontinuities with the publicly held corporation. Topics include basic fiduciary law, shareholder voting, derivative suits, executive compensation, reorganizations, and control transactions. The emphasis throughout is on the functional analysis of legal rules as one set of constraints on corporate factors among others. This course will be taught in conjunction with a course taken by Harvard Business School students taught by HBS Professor Jay Lorsch, and students who take this course will be required to meet two of the three class days per week at HBS, and to work together with HBS professors on joint projects. Students with questions should direct them to Professor Coates.
For HLS students, participation and projects will each account for 1/3rd of the final grade, and students will also take an in-class one-hour short-answer exam on the legal material covered at HLS, which will account for the remaining 1/3rd of the grade. For credit purposes 3 credits will be in-class and 1 credit will be a supervised paper.