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.
Some rudimentary knowledge of simple finance, i.e., discounting, portfolios and risk, and asset pricing. This knowledge can come in many forms including prior practice, the HLS course "Analytical Methods for Lawyers," undergraduate economics,or personal investing. If you can define "discounting," "systematic risk," and "asset pricing" you have the necessary background. If you have worked on deals in almost any capacity, you are probably also fine. If all of this seems totally new to you, I ask that you take my one-unit, credit-only course, "Finance Concepts: A Brief Overview," concurrently with my section of Corporations.