Analytical Paper Optional: All enrolled students have the option of completing a research paper of at least 20-25 pages, with faculty and peer review of a substantially complete draft. This paper can be used to satisfy the analytical paper requirement for J.D. students.

Prerequisites: Corporations, or the equivalent experience in legal practice with permission of instructor.

Exam Type: No Exam
Grading will be based on class participation and a 25 page research paper. Paper topics require the instructor’s approval.

Unlike large corporations in most of the world, the control of the modal large U.S. corporation famously rests in the hands of its managers and board of directors rather than in those of a controlling shareholder or a shareholder or a control group. Recent developments, however, seem to suggest that concentrated ownership—or at least concentrated voting rights anchored by significant equity share ownership—have made a comeback in American companies. Some commentators see a resurgence of equity-based control in the shift from retail share ownership to institutional ownership and others note the rise in of private equity. But from the perspective of corporate law, the most salient immediate consequences follow from the rise of large founder-controlled firms in the tech sector. In this seminar, we explore challenges faced by Delaware corporate law in responding to the demands of the new controllers. This requires a close reading of the Delaware caselaw and statutory amendments as well as the literature on interstate competition to attract corporations. Later seminar readings will include commentary on the rise of institutional ownership in the U.S. and the role of controlling shareholders in several foreign jurisdictions.