This course will consider a range of policy issues in the law governing corporations, securities, capital markets, and financial institutions. Issues to be considered include the allocation of power between managers and shareholders, corporate transactions, executive pay, shareholder activism, cross-country differences in corporate and securities laws, securities regulation, and financial regulation. A significant number of sessions will feature speakers, including both presentations by prominent practitioners on current policy and practice issues and presentations by prominent academics on current research. Readings will mainly be from law review articles and discussion papers. Many of the readings will use economic reasoning, and familiarity with, or at least interest in or tolerance for, such reasoning will be helpful. The aim will be to give students a good sense of the issues that have been discussed in the literature and the ways in which policy arguments about such issues are developed.
The course will meet for 18 two-hour sessions during the winter semester, with twelve sessions taking place during the 10am-12am slot and six sessions taking place during the 3-5pm slot. There will be no examination. Instead, students will be asked to submit, before sessions, a brief memo on the assigned readings; grades will be based on these memos (primarily) and on participation in class discussion.
Pre-requisites: Open to JD students who took or are concurrently taking a basic course in corporations and to LLM students who took a course in corporate or business law in their prior legal studies.