Professor Reinier Kraakman
Fall 2014 course
Th, F 1:00pm - 3:00pm in WCC Room 3009
4 classroom credits

This course surveys the role of legal controls on business organizations with an emphasis on managers, directors and controlling shareholders of public corporations. Aspects of the law of agency and closely-held business entities are reviewed to highlight their continuities and discontinuities with the public corporation. Topics include basic fiduciary law, shareholder voting, derivative suits, executive compensation, megers and acquisitions, and control transactions. The emphasis throughout is on legal rules as one set of constraints on corporate actors among others.

Prior or concommitant exposure to basic concepts in accounting is a prerequisite. Some familiarity with basic concepts in finance is also helpful. The requisite experience can be academic, e.g., the HLS course "Analytical Methods for Lawyers" or a one-unit "bootcamp" in accounting or finance. The requisite experience may be prior employment in a commerical law firm, accounting firm, investment bank, or analogous firm.

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