Corporations

Corporations

Professor Reinier Kraakman
Fall 2016 course
M, T, W 3:20pm - 4:40pm in WCC Room B015
4 classroom credits

Prerequisites: None

Exam: In Class

This course surveys the role of legal structure and legal controls on business enterprises with an emphasis on the legal duties of the managers, directors, and controlling shareholders of U.S. public corporations. Aspects of the law of agency and non-corporate business entities are reviewed to highlight their continuities and breaks with the law of business corporations. Topics include fiduciary law, shareholder voting, executive compensation, derivative suits, control transactions, mergers and acquisitions, and insider trading. The emphasis throughout is on corporate law as both an enabling device--empowering actors by providing a flexible durable legal form-- and corporate law as a regulatory device, constraining corporate insiders from opportunism and the mismanagement of corporate assets.

Subject Areas: Business Organization, Commercial Law, and Finance, Regulatory Law