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

Welcome to the Controlling Shareholders course. While corporate law courses at HLS mostly focus on companies without a controlling shareholder, a significant and growing fraction of public companies in the United States, including such major companies as Alphabet, Meta, and SpaceX, do have a controlling shareholder. Furthermore, controlling shareholders are prevalent in public companies across many other advanced economies.

This course aims to provide students with a sense of the governance issues that companies with controlling shareholders raise, the key legal tools that are now used to address these issues, and the ways in which policy arguments about such issues are developed and examined. Issues to be considered may include the differences between controlled and widely held companies, dual-class structures, independent directors in controlled companies, freezeouts and self-dealing transactions, Delaware’s recent SB21 reform of controlling shareholder law and its expected consequences, and how U.S. law on the subject contrasts with the law in other jurisdictions.

The first three sessions (September 9, September 16, and September 23) will be led by the instructors. The subsequent three sessions will feature outside speakers with considerable expertise in the subject. In particular, the fourth session (currently planned for September 30) is expected to feature Professor Zohar Gosehn of Columbia Law School who has written extensively on the subject. The fifth session (currently planned for October 14) will feature two prominent practitioners, Joel Friedlander (Friedlander & Gorris) who has a plaintiff bar perspective and Theodore Mirvis (Wachtel Lipton) who has a defense bar perspective, for a discussion of how Delaware law and practice of controlling shareholder litigation can be expected to evolve post-SB21. The six session (currently planned for November 4) will provide a global perspective on the subject, and will feature Professors Dan Puchniak of Singapore Management University and Mariana Pargendler of Harvard Law School who will discuss the regulation of controlling shareholders in East Asia, South America and around the world.