Corporations

Corporations

Professor Holger Spamann
Fall 2018 course
W, Th 1:00pm - 3:00pm in Pound Hall Room 100
4 classroom credits

Prerequisites: There is no formal prerequisite for the course. Students without a basic familiarity -- not necessarily expertise -- with rudimentary accounting and finance concepts, including the time value of money, expected value, diversification, and the overall content and purpose of basic financial accounting statements, are encouraged to take Analytical Methods for Lawyers, or equivalent courses, whether at HLS, elsewhere at HU, or online, preferably before the semester you are enrolled in Corporations.

Exam: In Class
In addition to the final exam, there will be several quizzes throughout the semester.

This course surveys the legal rules governing corporations with an emphasis on the protection of shareholders in large public corporations against management and controlling shareholders. Topics include asset partitioning, governance (shareholder voting, fiduciary duties, derivative suits, executive compensation), M&A, securities trading, corporate finance, protections of creditors and other constituencies, and choice of law. One quarter of the course will be based on problems drawn from transactional settings. The course emphasizes financial and strategic considerations throughout.

Materials and transactional problems distributed in class.

Note: For upper-level JD students, this course will be included in the Multi-Section round of registration.

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