Prerequisites: There are no prerequisites for the course. However, it is recommended that students either (a) have taken or are taking concurrently the Corporations course at HLS, (b) have taken some course that considers corporations or business associations at another law school in the US or abroad, or (c) have had prior experience that exposed them to corporate law and governance issues. Students who have questions regarding whether the course would be suitable for them should feel free to contact the instructors.

Exam Type: No Exam

This course will meet for 6 two-hour sessions, which will be concentrated during the first two months of the fall semester. The course will focus on selected issues and policy debates concerning the laws governing companies that have a controlling shareholder. While corporate law courses at HLS often focus on companies with dispersed shareholders, a significant fraction of public companies in the United States, as well as around the world, have a controlling shareholder. Issues that may be considered include the difference between the governance problems of public companies with and without a controlling shareholder, sales of control blocks, corporate freezeouts, executive pay, self-dealing transactions, director independence, and dual-class companies.

The course aims at giving students a good sense of the issues that companies with controlling shareholders raise for courts, lawmakers, lawyers, and researchers. Readings will be primarily from law review articles. There will be no examination. Instead, students will be asked to submit, before sessions, a brief memo on the assigned readings; grades will be based on these memos (primarily) and on participation in class discussion.