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 substantial 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, or are being discussed in current debates, and the ways in which policy arguments about such issues are developed.
The course will meet for 18 2-hour sessions which will take place on most Mondays and Wednesdays of the semester. 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.