Prerequisites: Having taken (or taking concurrently) the Corporations course at HLS, or having taken a course dealing with corporate law issues at another law school.
Exam Type: No Exam
In lieu of an examination, 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.
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, takeover contests, shareholder activism, executive compensation, cross-country differences in corporate and securities laws, corporate social responsibility, securities regulation, and financial regulation. A substantial number of sessions will feature outside speakers; such speakers will include prominent practitioners presenting on current policy and practice issues and prominent academics presenting on current research. To illustrate, recent speakers in this course have included prominent hedge fund activists, the former CEO of a major corporation, a prominent M&A litigator, and professors from Harvard, Columbia and Virginia.
Readings will mainly be law review articles and discussion papers. Many of the readings will use economic reasoning, and an interest in or tolerance for such reasoning will be helpful. The aim of the course will be to give students a good sense of the issues that have been discussed in the literature or in current debates, and the ways in which policy arguments about such issues can be developed.
The course will not meet on all Mondays and Tuesdays during the semester; rather, it will meet for 18 2-hour sessions which will take place on Mondays and Tuesdays.