Prerequisite: Any one of the following: a prior course in corporate law, a parallel corporations course at HLS, or prior experience in matters relating to corporate governance or finance.
Exam Type: No Exam
A 20-page essay based on course readings that responds to a specific proposition about the relationship between corporate law, ownership structure, and sources of capital. The proposition will be announced at the beginning of the exam period and student responses (answers) will be due at the end of exam period. Regular class participation will also count heavily toward the final course grade.
This course explores differences in corporate governance and financing across listed companies both within and across jurisdictions. A principal point of comparison will be the structure of share ownership and the identity of large shareholders. For example, companies might be widely held by retail or institutional investors who play a passive role in corporate affairs except under unusual circumstances. Alternatively, a company might be controlled or influenced by large block shareholders. Family and founder control are common forms of blockholder control in most jurisdictions. But there are very different subtypes within this category. Even the venerable family dynasty comes in multiple flavors. Family members may inherit active leadership positions in their companies from the preceding generation or they may play the role of non-executive directors or monitoring shareholders who intervene only at critical moments. Similarly, founders may aspire to found family businesses or to secure leadership positions only for themselves as is usually the case when founders of American tech firms capitalize their companies with through multiclass IPOs. The principal example of the third major class of dominant shareholder is the State. And the motivations behind state ownership may be the most varied of all. They range from investment and security interests to advancing political or personal agendas with no immediate connection to a company’s business. Our course materials match each of these ownership configurations with corresponding legal and capital constraints. Up to a point, financial markets, relational banking, and State-rationed capital each seem to align with ownership structure. But even as access to capital becomes more competitive, the legal, cultural, and political institutions that evolved with constrained access to capital may have an inertia of their own.
Students who enrolled and completed the course, Comparative Corporate Law, Finance and Governance, are not eligible to enroll in this offering.