Professor Robert Clark
Spring 2019 course
M, T, W 10:20am - 11:55am in Austin Hall Room 111 - West
4 classroom credits

Prerequisite: 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 Type: In Class

This course surveys the role of legal controls on business organizations with emphasis on the control of managers in publicly held corporations. Aspects of the law of agency, partnership, and closely held corporations are reviewed to highlight continuities and discontinuities with the publicly held corporation. Topics include basic fiduciary law, shareholder voting, derivative suits, executive compensation, reorganizations, and control transactions. The emphasis throughout is on the functional analysis of legal rules as one set of constraints on corporate actors among others.

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

In order to prevent scheduling conflicts and to eliminate any need to cancel and then reschedule classes, class meetings will be scheduled until 11:55am. Not all of the slots in the course block will be used and students will know upfront the days on which classes will meet. This schedule ensures that the course is meeting for enough total class minutes to satisfy the ABA requirements.

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